UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
S
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 2008
£
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)
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Nevada | 87-0617040 |
(State of incorporation) | (I.R.S. Employer Identification No.) |
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3520 North University Ave, Suite 300, Provo, Utah | 84604 |
(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 x Noo
Indicate by check made whether the registrant is a shell company (as defined in rule 12b-2 of the exchange Act) Yeso No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero Accelerated filero Non-accelerated filero Smaller reporting companyx
As of November 18 2008, IDI Global, Inc., had 19,160,174 shares of common stock outstanding.
Transitional Small Business Disclosure Format: Yeso Nox
TABLE OF CONTENTS
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PART I: FINANCIAL INFORMATION
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Item 1. Financial Statements | 3 |
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Item 2. Management’s Discussion and Analysis | 13 |
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Item 3. Controls and Procedures | 19 |
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PART II: OTHER INFORMATION | |
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Item 1. Legal Proceedings | 20 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
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Item 3. Defaults upon Senior Securities | 23 |
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Item 5. Other Information | 23 |
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Item 6. Exhibits | 23 |
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Signatures | 24 |
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial information depicting our consolidated statements of operations for the nine-month period ended September 30, 2008 and 2007 is unaudited. 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 January 1, 2008, through September 30, 2008, 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 2007 to September 2008 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.
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IDI Global, Inc. and Subsidiaries
Condensed Consolidated Financial Statements
September 30, 2008
CONTENTS
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Condensed Consolidated Balance Sheets | 5 |
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Unaudited Condensed Consolidated Statements of Operations | 7 |
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Unaudited Condensed Consolidated Statements of Cash Flows | 9 |
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Notes to the Unaudited Condensed Consolidated Financial Statements | 10 |
4
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IDI Global, Inc. and Subsidiaries |
Condensed Consolidated Balance Sheets |
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ASSETS |
| | September 30, | | December 31, |
| | 2008 | | 2007 |
| | (unaudited) | | |
Current Assets | | | | |
Cash | $ | 127,204 | $ | 314,168 |
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Total Current Assets | | 127,204 | | 314,168 |
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Total Assets | $ | 127,204 | $ | 314,168 |
The balance sheet at December 31, 2007, 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.
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| | | | |
IDI Global, Inc. and Subsidiaries |
Condensed Consolidated Balance Sheets |
| | | | |
| | September 30, | | December 31, |
| | 2008 | | 2007 |
| | (unaudited) | | |
Current Liabilities | | | | |
Accounts Payable | $ | 1,107,528 | $ | 1,030,122 |
Accrued Expenses | | 1,243,973 | | 1,168,223 |
Notes Payable - Related Party | | 195,527 | | 195,527 |
Notes Payable | | 1,750,000 | | 1,750,000 |
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Total Current Liabilities | | 4,297,028 | | 4,143,872 |
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Total Liabilities | | 4,297,028 | | 4,143,872 |
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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 | | 7,186,045 | | 7,186,045 |
Retained Earnings (Deficit) | | (11,375,029) | | (11,034,909) |
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Total Stockholders' Equity (Deficit) | | (4,169,824) | | (3,829,704) |
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Total Liabilities and Stockholders' Equity (Deficit) | $ | 127,204 | $ | 314,168 |
The balance sheet at December 31, 2007, 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
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IDI Global, Inc. and Subsidiaries |
(Debtor-in-Possession) |
Unaudited Condensed Consolidated Statements of Operations |
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| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, | | September 30, |
| | 2008 | | 2007 | | 2008 | | 2007 |
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Revenues, Net | $ | - | $ | - | $ | - | $ | - |
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Cost of Sales | | - | | - | | - | | - |
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Gross Profit (Loss) | | - | | - | | - | | - |
Operating Expenses | | | | | | | | |
General & Administrative | | 32,097 | | 381,344 | | 341,505 | | 781,773 |
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Total Operating Expenses | | 32,097 | | 381,344 | | 341,505 | | 781,773 |
Net Operating Income (Loss) | | (32,097) | | (381,344) | | (341,505) | | (781,773) |
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Other Income(Expense) | | | | | | | | |
Interest Income | | 173 | | - | | 1,385 | | - |
Gain on valuation of Derivatives | | - | | 7,084 | | - | | 7,084 |
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Total Other Income(Expense) | | 173 | | 7,084 | | 1,385 | | 7,084 |
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Income (Loss) Before Income Taxes | | (31,924) | | (374,260) | | ( 340,120) | | (774,689) |
Current Tax Expense | | - | | - | | - | | - |
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Net Loss From Continuing Operations | | (31,924) | | (374,260) | | ( 340,120) | | (774,689) |
Discontinued Operations: | | | | | | | | |
Income (loss) from discontinued operations | | - | | 358,605 | | - | | 156,589 |
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Net Gain (Loss) From Discontinued Operations | | - | | 358,605 | | - | | 156,589 |
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Net Income (Loss) | $ | (31,924) | $ | (15,655) | $ | (340,120) | $ | (618,100) |
Net (Loss) per Share: | | | | | | | | |
Continuing operations | $ | (0.00) | $ | (0.02) | $ | (0.02) | $ | (0.04) |
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Discontinued operations | | - | | 0.02 | | - | | 0.01 |
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Net Income (Loss) Per Share | $ | (0.00) | $ | (0.00) | $ | (0.02) | $ | (0.03) |
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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.
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IDI Global, Inc. and Subsidiaries |
Unaudited Condensed Consolidated Statements of Cash Flows |
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| | For the Nine Months Ended | |
| | September 30, | |
| | 2008 | | 2007 | |
Cash Flows from Operating Activities: | | | | | |
Net (Loss) | $ | (340,120) | $ | (618,100) | |
Adjustments to Reconcile Net Loss to Net Cash | | | | | |
Provided (used) by Operations: | | | | | |
Depreciation & Amortization | | - | | 21,750 | |
Gain on disposal of subsidiary | | - | | (824,454) | |
Change in Operating Assets and Liabilities: | | | | | |
Accounts Receivable | | - | | (36,251) | |
Increase (Decrease) in: | | | | | |
Accounts Payable | | 77,406 | | 888,985 | |
Accrued Expenses | | 75,750 | | 307,793 | |
Derivative liability | | - | | (7,084) | |
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Net Cash Provided(Used) by Operating Activities | | (186,964) | | (267,361) | |
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Cash Flows from Investing Activities: | | | | | |
Purchase of property and Equipment | | - | | (8,048) | |
Proceeds from Disposal of Subsidiary | | - | | 719,471 | |
Subsidiary Cash upon disposal of subsidiary equipment | | - | | (961,988) | |
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Net Cash Provided (Used) by Investing Activities | | - | | (250,565) | |
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Cash Flows from Financing Activities: | | | | | |
Net Cash Provided (Used) by Financing Activities | | - | | - | |
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Increase (Decrease) in Cash | | (186,964) | | (517,926) | |
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Cash at Beginning of Period | | 314,168 | | 874,938 | |
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Cash at End of Period | $ | 127,204 | $ | 357,012 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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IDI Global, Inc. and Subsidiaries |
(Debtor-in-Possession) |
Unaudited Condensed Consolidated Statements of Cash Flows (Continued) |
| | For the Nine Months Ended |
| | September 30, |
| | 2008 | | 2007 |
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Supplemental Disclosures of Cash Flow Information: | | | | |
Cash paid during the period for: | | | | |
Interest | $ | - | $ | - |
Income Taxes | $ | - | $ | - |
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Supplemental Schedule of 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.
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IDI GLOBAL, INC. AND SUBSIDIARIES
Notes to the Unaudited Consolidated Financial Statements
September 30, 2008
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization – IDI Global, Inc. (the Company), formerly Bennion Corporation, was incorporated on August 17, 1998. On December 31, 1998, the Company merged with Bennion Corporation, an Arkansas corporation (Bennion-AR). The Company was the surviving corporation. The merger was recorded under the pooling of interest method of accounting. From inception on August 17, 1998 to January 15, 2002, the Company was inactive.
On January 16, 2002, Bennion Corporation, a public company, entered into an agreement to complete a forward triangular merger with idiglobal.com, Inc., a private Delaware company, and Internet Development, Inc., a private Nevada company. Per the terms of the agreement, Internet Development agreed to deliver 7,500,000 shares of the Company’s common stock to idiglobal.com’s shareholders in exchange for 100% of idiglobal.com’s shares. The merger was treated as a reverse merger with idiglobal.com, Inc. being the accounting acquirer; therefore, all historical financial information prior to the acquisition date is that of idiglobal.com, Inc. Pursuant to the merger, the Company changed their name from Bennion Corporation to IDI Global, Inc.
In October 2003, the Company issued 954,600 shares of common stock to acquire 100% of the outstanding shares of Integrated Communication Systems (“Integrated”), a New York corporation, through a merger with Sports Media International, Inc. a subsidiary organized by the Company as a merger subsidiary. Integrated’s offices are located in New York City, and they are engaged in sports media and advertising.
In January 2004, the Company acquired 100% ownership in Chief Financial and their wholly owned subsidiary Professional Consulting Services. Prior to the acquisition, the Company outsourced a share of its small office home office (SOHO) sales and marketing operations to Chief Financial. Chief Financial was located in Ft. Worth Texas, and PCS was located in St. George, Utah.
In January 2005, the Company entered into an Asset Purchase Agreement with Mentoring of America, LLC, a Utah limited liability company and HG Marketing, Inc (HG), a Nevada corporation pursuant to which HG agreed to sell to the Company certain assets and rights used in the operation of a call center business located in St. George, UT. The purchase price was the assumption of certain liabilities of the sales and marketing operation, $1,800,000 in cash, warrants to purchase up to 2,500,000 shares of the Company’s common stock, which become exercisable between 2008 and 2012 at exercise prices escalating annually from $0.80 to $1.80, and the issuance of 4,356,436 shares of the Company’s common stock to escrow, which will be released based upon the performance of the sales and marketing operation over the first two years of operations. IDI Common Stock shall be released from escrow based on Net Income of the Mentoring Call Center during (i) the period January 1, 2005 to December 31, 2005 (“Year One”), (ii) the period January 1, 2006 to December 31, 2006 (“Year Two”) and (iii) the three month periods ending June 30, 2005, September 30, 2005, December 31, 2005, March 31, 2006, June 30, 2006, and September 30, 2006 (each a “Measurement Quarter”); provided, that the Year One Target has been achieved before the first day of any Measurement Quarter.
The 4,356,436 contingent shares designated for this acquisition have been cancelled and have not been accounted for in assets or equity. No value was assigned to the 2.5 million warrants due to the fact that the warrants vest in 3 years. The Company will recognize approximately $500,000 in goodwill when the warrants vest, based on the Black Scholes Model with the following assumptions: Stock price $0.05, exercise price: $0.80 to $1.80, dividend yield: $0, term: 3 to 7 years, risk free rate: 3.58%, volatility: 86%. The company recorded the acquisition as an asset acquisition not a business combination.
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On April 16, 2006, the Company, along with its wholly owned subsidiaries IDI Small Business, Inc. (IDISB)(Utah Corporation) and Chief Financial, Inc. (“Chief”) (Texas Corporation), and Chief’s wholly owned subsidiary, Professional Consulting Services, Inc. (“PCS”) (Utah Corporation) (collectively, the “Debtor Entities”), each filed for protection under Chapter 11 of the Bankruptcy Code, title 11 of the United States Code, in the United States Bankruptcy Court for the District of Utah and their respective cases are being jointly administered (the “Chapter 11 Case”). The Debtor Entities remain as debtors in possession in the Chapter 11 Case, and have been engaged in an organized liquidation of their respective businesses.
The Company was an ASP (applications service provider) of unique web based Internet applications for companies that have large affiliate networks. In addition, the Company provided proprietary applications for small business and home office businesses that require web and ecommerce enabled tools to create a virtual presence on the Internet. The Company provided in house servers and management to host all of its applications and control security for its customers.
Interim Financial Statements -The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008, and for the period then ended have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007, audited financial statements. The results of operations for the periods ended September 30, 2008 and 2007 are not necessarily indicative of the operating results for the full year.
Reclassification -The financial statements for periods prior to September 30, 2008, have been reclassified to conform to the headings and classifications used in the September 30, 2008, financial statements.
NOTE 2 – DISCONTINUED OPERATIONS
On August 1, 2007, the Company with the approval of the Court in the Bankruptcy Case, completed the sale of its stock holdings in Internet Development, Inc., a former wholly owned subsidiary of the Company. 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 following is a summary of the results of operations of the Company’s discontinued operations:
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| | Three Months Ended | | Nine Months Ending |
| | September 30, | | September 30, |
| | 2008 | | 2007 | | 2008 | | 2007 |
| | | | | | | | |
Revenue | $ | - | $ | 434,356 | $ | - | $ | 3,107,489 |
Cost of goods sold | | - | | (227,838) | | - | | (2,306,690) |
General and administrative | | - | | (628,266) | | - | | (1,407,834) |
Other income (expense) | | - | | (44,101) | | - | | (60,830) |
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Net Income (loss) from discontinued operations | | - | | (465,849) | | - | | (667,865) |
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Gain on disposal of discontinued operations | | - | | 824,454 | | - | | 824,454 |
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Income (Loss) from discontinued operations | $ | - | $ | 358,605 | $ | - | $ | 156,589 |
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NOTE 3 – RELATED PARTY TRANSACTIONS
At September 30, 2008, and December 31, 2007, the Company had a note payable to an officer and stockholder of the Company with a balance of $195,527 and $195,527, respectively.
NOTE 4 – BANKRUPTCY
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., (the “Debtors”), filed for petitions of relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as Debtor-in possession. These claims are reflected in the December 31, 2006 balance sheet as “liabilities subject to compromise”. Additional claims may arise subsequent to the filing date as a result of the determination by the court of allowed claims for contingencies and other disputed amounts. The Companies anticipate that each entity will remain as “debtor in possession,” subject to the jurisdiction of the supervision and orders of the Bankruptcy Court.
NOTE 5 – GOING CONCERN
On April 16, 2006, the Debtor Entities, including the Company, filed the Chapter 11 Case, and they remain as debtors in possession in that Case. The main reason for filing bankruptcy was a legal dispute with Mentoring of America, LLC and HG Marketing, Inc., two companies that the Company had entered into contracts with to manage and operate a sales and marketing “call center” located in Saint George, Utah. After just over a year of operation in a required seven year agreement monies being generated by the “call center” were diverted into a non-IDI bank account, eliminating in excess of $150,000 in required monthly net operating income, which payments were required by the executed agreements between the parties and which payments have not been received as required by contract since mid-February 2006. When these funds were diverted into a non-approved bank account for the benefit of the Mentoring Parties, the lost income made it impossible for IDI to honor loan commitments made to certain parties that funded $1.75 million dollars in funds that were used in their entirety to close the contracts with the Mentoring Parties..The Debtor Entities aggressively pursued legal action in the Chapter 11 Case, seeking to recover monies which were misappropriated and diverted into Mentoring Parties bank accounts and which were never remitted to IDI as required by contract. After many months of litigation the Creditors’ Committee representing the creditors of the Debtor Entities encourages the Debtor Entities to pursue a settlement agreement with the Mentoring Parties and provide mutual releases against all outstanding claims and legal actions by both parties. Such a settlement agreement has been signed and was approved by the Court on April 11, 2007, and all transactions related to this agreement have now closed. This settlement agreement required among other things, for the Mentoring Parties to pay the Company and IDISB several hundred thousand dollars. All transactions related to the settlement agreement, including the sale of the call center, closed in August 2007. Furthermore, the Company has sold all of its stock in its operating and wholly owned subsidiary, Internet Development, Inc., and this transaction was authorized by the Court in the Chapter 11 Case. As a result the Company no longer has any operations, and is presently pursuing potential acquisition / merger opportunities. All funds received from such acquisition / merger offers would accrue to the benefit of Creditor Claims. The Company is aggressively pursuing potential suitors that have expressed interest in acquiring or merging their operations with the IDI public company or the direct purchase of the assets of operating subsidiaries of the public company. Any acquisitions / mergers will be presented to the Creditors’ Committee for their support, be included in a Chapter 11 plan, and be submitted in the Chapter 11 Case for confirmation under the Bankruptcy Code. The Creditors are also participating in trying to secure a buyer.
The above summarizes is what management believes to be the most probable outcome for IDI Global, Inc. and its wholly owned subsidiaries.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
GENERAL
IDI Global, Inc. and Subsidiaries, the Company, has elected to omit a substantial part of the footnotes to the consolidated financial statements for the nine months ended September 30, 2008, because 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, 2007.
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. All transactions contemplated as part of the Settlement and Sale Agreement, including the sale of a Call Center located in St. George, Utah, have closed.
Pursuant to the Settlement and Sale Agreement, the Mentoring Parties paid the IDI Debtors $171,409, in addition to other funds previously paid, in settlement of all disputes between the parties and also paid $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. a wholly owned subsidiary of IDI Global, Inc. In October 2006, however, Internet Development, Inc. informed the IDI Debtors that it would no longer have funds to pay the expenses .Since that time, IDI Global, Inc. has sold all of its stock in Internet Development, Inc. pursuant to an agreement that was approved by the Bankruptcy Court.
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.
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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 negotiations with the personality featured in the infomercial related to the testing and use of the infomercial. On or about April 16, 2008, the Committee filed a Complaint in the Bankruptcy Court related to this matter.
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 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 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.
Additional disclosure for the statements of cash flows for the period ending
September 30, 2008:
Operating Activities:
Interest received on cash accumulated because of the Chapter 11 proceeding: $1,385.
Interest stayed to on note payable because of the Chapter 11 proceeding: $221,732
Professional fees paid for services rendered in connection with the Chapter 11 proceeding: $221,179.
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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 statements. We disclaim any obligation or intention to update any forward-looking statement contained in this Report.
PLEASE NOTE: In connection with the bankruptcy proceedings discussed herein, 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.
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 it’s 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 as of the date of this report available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
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.
Executive Overview
IDI Global is a holding company which previously operated through its wholly owned subsidiary, Internet Development, and it’s wholly owned subsidiary IDI Small Business, Inc. 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. IDI Small Business, Inc. was involved with the operation of a call center located in St. George, Utah.
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On April 17, 2006, IDI Global, Inc., as well, IDI Small Business, Inc., and another wholly owned subsidiary, 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”). Since that time, the Bankruptcy Court has approved an agreement to, among other things, sell the St. George Call Center, and an agreement under which IDI Global sold its Internet Development stock. Accordingly, IDI Global no longer engages in operations. Although the Company has endeavored to maximize its value for the benefit of creditors and shareholders in its bankruptcy case, as of the date of this report, it was unknown whether the Company will 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 2negotiations will be successful or will enable the Company to continue as a going concern. On February 12, 2007, the “exclusivity period” for the 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 Debtors, may file a plan of reorganization in the Debtors’ Chapter 11 Cases.
For the nine months ended September 30, 2008, we recorded total revenues on a consolidated basis of $0, compared to total revenues of $0 for the nine months ended September 30, 2007. We recorded net loss of $(340,120) for 2008 compared to net income (loss) of $(618,100) for 2007. The 2008 loss was due to professional fees.
LIQUIDITY AND CAPITAL RESOURCES
During 2007, we were able to support our recurring day-to-day cash operating expenses with recurring cash inflows and existing cash balances, at least through July 31, 2007. As noted above, in July 2007, Internet Development, our last operating subsidiary, was sold, and from that time, we had no operations.
Our revenues during 2007 were primarily from product sales, Internet applications, and web-site hosting and training services.
Our monthly cash outflow was primarily related to cost of sales and general and administrative expenses. Net cash used by operations for the nine month period ending September 30, 2008 was $186,964, compared to net cash used by operating activities of $267,361 for the nine-month period of ending September 30, 2007.
In 2005, we recognized impairment on our goodwill on the following investments: Sports Media had $1.5 million in impairment recognized, which is equal to 100% of the investment. This determination was made after testing the goodwill for 2006. HG Marketing had $1.8 million in impairment recognized and Chief Financial had $1.1 million in impairment recognized. This is due to a lack of payment on a management contract with Mentoring of America. Mentoring of America agreed in the contract to manage both sales floors and provide $150,000 per month to IDI Small Business. However, since January of 2006, we have not received the minimum amount from the contract. New Connexions was impaired by $151,200 in investment and written off to bad debt in the amount of $1,101,825. This is due to a lack of payment since March 2005, when the first payment was due. This company has also refused to provide financial information. These impairments and bad debts were contributing factor to the loss and net cash by operations. In March 2007 we received $508,909 from HG Marketing. We have received nothing from Chief Financial or Sports Media.
Net cash provided/(used) by investing activities was $0 for the nine month period ending September 30, 2008, compared to $(250,565) for the nine month period ending September 30, 2007.
For the nine month period ending September 30, 2008, net cash provided by financing activities was $0 compared to net cash provided by financing activities of $0 for the nine month period ending September 30, 2007. The following statements below describe the financing events during 2004 to 2008.
On December 24, 2004, we entered into a Term Credit Agreement (the Credit Agreement) with Hong Kong League Central Credit Union and SBI Advisors, LLC (SBI Advisors). Under this Credit Agreement, we received a loan in the principal amount of $1,750,000 and paid interest of 2.0% per month. We were negotiating an extension or other arrangement regarding this Credit Agreement prior to entering in chapter 11 bankruptcy. In light of the bankruptcy case, SBI advisors holds an unsecured claim in this case.
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In connection with the Credit Agreement, we entered into a Securities Purchase Agreement (the Purchase Agreement) with SBI Brightline X LLC (SBI Brightline). Under the Purchase Agreement, we may sell up to 3,428,570 shares of IDI Global common stock at $0.70 per share to SBI Brightline. We may put eighteen separate 200,000-share tranches to SBI Brightline, which it must purchase at $140,000 each. The potential proceeds to us from this Purchase Agreement could be as much as $2.4 million, less fees.
However, we agreed to use 100% of the proceeds from the first and second tranche to repay the Credit Agreement. After the second tranche we agreed to use one-half of the proceeds of each tranche to repay the outstanding balance under the Credit Agreement.
As part of these transactions, we granted SBI Advisors, the agent for Hong Kong League Central Credit Union, a warrant to purchase 525,000 shares of common stock at an exercise price of $0.70 per share with a term that expires four years from the initial effective date of the applicable registration statement. We also granted a warrant at the time of signing the Purchase Agreement to SBI Brightline to purchase an aggregate of 571,429 shares of common stock at an exercise price of $0.70 per share with a term that expires four years from the initial effective date of the registration statement. We granted a second warrant to SBI Brightline which is exercisable after the delivery of the ninth tranche of funding (the Additional Warrant) to purchase 571,429 shares of common stock. This Additional Warrant will have a four-year term and exercise price of $0.70 per share. The potential proceeds from the exercise of the warrants are approximately $1,167,500; however, the Selling Stockholders have discretion when or whether to exercise the warrants. We also agreed to use one-half of the proceeds from the exercise of warrants granted under the agreement to repay the Credit Agreement.
We used the proceeds from this Credit Agreement to acquire the St. George Call Center. Specifically, on January 14, 2005, IDI Global and IDI Small Business entered into an Asset Purchase Agreement with The Mentoring Parties. Pursuant to the agreement, IDI Small Business acquired the sales and marketing assets of HG Marketing. IDI Small Business assumed certain liabilities of the sales and marketing operation, paid $1,800,000 cash, granted warrants to purchase up to 2,500,000 shares of IDI Global common stock and agreed to issue and place 4,356,436 shares of IDI Global common stock into an escrow. The warrants became exercisable between 2008 and 2012 at exercise prices that escalate annually from $0.80 to $1.80. The 4,356,436 shares of IDI Global common stock were to be held in escrow were to be released to Mentoring of America based upon performance of the sales and marketing operation over the first two years of operations. As described above in “Legal Proceedings”, we were involved in litigation with the Mentoring Parties, with respect to the Asset Purchase Agreement. The Bankruptcy Court approved a sale and settlement agreement, providing for the sale of the St. George Call Center to the Mentoring Parties and the dismissal of all litigation by and between the parties.
COMMITMENTS AND CONTINGENT LIABILITIES
Our principle commitments consisted 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 was $7,218. This lease was terminated December 31, 2007 and because the Company currently has no operations there is no need for office space. One of our officers is letting us use his office as our mailing address.
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 accrual of interest for this debt was stayed as a result of the Chapter 11 Case for April though December, 2007, and this interest is not an allowable claim against the Company.
At September 30, 2008, we had total current liabilities of $4,297,028 which included notes payable of $1,750,000 to SBI Brightline, a third party, and $195,527 in notes payable to Kevin R. Griffith, our CEO.
At September 30, 2008, our total current liabilities also included accrued expenses of $1,243,973, primarily related to deferred compensation, accrued interest, and payroll liabilities. Accounts payable of $1,107,528 added to our total current liabilities.
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OFF-BALANCE SHEET ARRANGEMENTS
None.
RESULTS OF OPERATIONS
Comparison of the Nine Months Ended September 30, 2008 and 2007
The following discussions are based on the unaudited consolidated financial statements of IDI Global, Internet Development, Sports Media, and Chief Financial. These charts and discussions summarize our financial statements for the nine month periods ending September 30, 2008 and 2007, and should be read in conjunction with the financial statements and notes to the financial statements included in this report, starting on page F-6.
As discussed above, in July 2007, the Company sold its last operating subsidiary, and from that time through the end of 2007 and through the date of this Report, the Company did not have operations.
Summary Comparison of years ended September 30, 2008 and 2007
| | | | |
| | Nine months | | Nine months |
| | ended | | Ended |
| | September 30, 2008 | | September 30, 2007 |
| | | | |
Total revenues | $ | - | $ | - |
| | | | |
Total cost of sales | | - | | - |
| | | | |
Gross profit | | - | | - |
| | | | |
Total operating expenses | | 341,505 | | 781,773 |
| | | | |
Net operating income (loss) | | (341,505) | | (781,773) |
| | | | |
Total other income (expense) | | 1,385 | | 7,084 |
| | | | |
Total income tax expense | | - | | - |
| | | | |
Loss from discontinued Operations | | - | | 156,589 |
Net Loss | | (340,120) | | (618,100) |
| | | | |
Net earnings (loss) per share | $ | (0.02) | $ | (0.03) |
Total revenues did not change for the nine month period ending September 30, 2008, compared to the nine month period ending September 30, 2007.
Cost of sales did not change, remaining $0 for the nine month period ending September 30, 2008.
Total operating expenses include professional fees, and other general office expenses. These operating expenses decreased by $440,268 for 2008.
Total other income and expense for 2008 was related to interest income. However, we recorded a net loss for the nine month period ending September 30, 2008. Net loss per share was $(0.03) for 2007 compared to $(0.02) loss for 2008.
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The following chart and related discussions summarize our consolidated balance sheets as of September 30, 2008 and December 31, 2007, and should be read in conjunction with the financial statements and notes to the financial statements included in this report, starting on page F-1.
Summary of Balance Sheet
| | | | |
| | September 30, 2008 | | December 31, 2007 |
| | | | |
Cash | $ | 127,204 | $ | 314,168 |
| | | | |
Total current assets | $ | 127,204 | $ | 314,168 |
| | | | |
Total assets | $ | 127,204 | $ | 314,168 |
| | | | |
Total current liabilities | $ | 4,297,028 | $ | 4,143,872 |
| | | | |
Total liabilities | $ | 4,297,028 | $ | 4,143,872 |
| | | | |
Retained earnings (deficit) | $ | (11,375,029) | $ | (11,034,909) |
| | | | |
Total stockholders’ (Deficit) | $ | (4,169,824) | $ | (3,829,704) |
The decrease of total current assets at September 30, 2008, compared to the year ended December 31, 2007, was primarily the result of the paying some professional fees.
Total current liabilities and total liabilities increased at September 30, 2008, compared to the year ended December 31, 2007, primarily due to increases in Accounts Payable and Accrued Expenses. Our retained deficit increased at September 30, 2008, due to the loss in net income.
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 and our internal controls over financial reporting were not effective as of September 30, 2008, 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.
Factors which led our management to conclude that our disclosure controls and procedures were not effective include, but are not limited to:
-
late filing of our Annual Report for the year ended December 31, 2007;
-
failure to include the required management’s report on our internal control over financial reporting; and
-
the identification by our auditors of material weaknesses relating to reconciliation transactions and recording of accounts payable and accrued expenses, without corresponding disclosure relating to remediative measures to be taken.
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The Company’s auditors have identified one significant deficiency and two material weaknesses in our internal controls over financial reporting. The significant deficiency related to management’s lack of formal assessment of the operating effectiveness of the Company’s internal controls over financial reporting and the fact that this deficiency has not been remediated to date. The material weaknesses were the lack of proper recording of the transactions associated with the sale of Internet Development, Inc., and the lack of proper recording of accounts payable and accrued expenses, and the fact that these material weaknesses had not been remediated to date.
As disclosed elsewhere in this Quarterly Report, the Company is involved in bankruptcy proceedings. In the event that the Company emerges from the bankruptcy proceedings, management will take the steps necessary to remediate the significant deficiency and the material weaknesses.
Changes in Internal Controls over Financial Reporting
During our fiscal quarter ended September 30, 2008, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1.
PREPETITION LITIGATION AGAINST THE DEBTORS
All legal proceedings that existed as of April 17, 2006 against the Company or any of the Debtor subsidiaries has been stayed as a result of the filing of the Chapter 11 petition. These actions include the following:
a.
In March 2005, two former employees, Ryan Romero and Jeremy Hall, filed suit against IDI Global in the 4thJudicial District Court, Provo Department, and 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.
b.
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 was stayed prior to the filing of the Company’s Chapter 11 case pending the outcome of the Mercator litigation discussed below. Ascendiant has failed to file a timely proof of claim in IDI Global in its Chapter 11 case and, therefore, its claim is not allowable in the bankruptcy case.
c.
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.
d.
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.
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e.
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.
f.
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.
2.
LITIGATION AGAINST INTERNET DEVELOPMENT
The following actions, as well as item f above, were filed against Internet Development. As a result the Company’s sale of Internet Development’s stock, the Company has been released for any potential liability related to these actions.
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. 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. Due to the Company’s sale of Internet Development’s stock.
On April 16, 2008, the Creditors’ Committee in the Chapter 11 Case filed a complaint against Internet Development, Inc. in the Chapter 11 Case, but it has not served a summons as of this time.
3.
POSTPETITION LITIGATION RELATED TO THE DEBTORS
As part of the Debtors’ Chapter 11 cases, the following litigation occurred:
a.
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. This action has been settled pursuant to An Agreement for Purchase and Sale of Assets and for Settlement of Disputes dated March 16, 2007 (the “Settlement and Sale Agreement”), with the Mentoring Parties. The Settlement and Sale Agreement, which has been approved by the Bankruptcy Court, provides for the global resolution of all litigation between these Debtors and the Mentoring Parties and the resolution of disputes and the sale of rights of the Debtors in a call center located in St. George, Utah (the “St. George Call Center”). Pursuant to the Settlement and Sale Agreement, the Mentoring Parties paid the IDI Debtors $508,909, in addition to other funds previously paid, in settlement of disputes between the parties and for the purchase of the St. George Call Center.
b.
Internet Development v. IDI Global, et al. This has been dismissed as a result of the Company’s sale of its Internet Development stock.
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c.
Unsecured Creditors Committee v. ABD Development et al. 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 were to be used to pay for the testing and tuning and the eventual medial time to run the infomercial on television stations throughout the country. Is 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 St. George 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 of Unsecured Creditors appointed in its Chapter 11 case to commence legal action against ABD and its affiliates to attempt to recover the money transferred to it. On April 16, 2008, the Committee commenced an action against ABD and others, including the Company’s former subsidiary, Internet Development. 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.
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.
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.
On February 12, 2007, the "exclusivity period" for the 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 Debtors, may file a plan of reorganization in the Debtors' Chapter 11 Cases.
On February 2, 2007, the Bankruptcy Court entered an order authorizing certain expenses of IDI Global, Chief, and PCS to be paid from funds held by IDI Small Business. Prior to this time, and as authorized by the Bankruptcy Court, most expenses of the 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 Debtors that it would no longer have funds to pay any expenses or charges related to the Debtors and Bankruptcy proceedings. IDI Global has now sold the stock of Internet Development.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sale of Unregistered Securities
None.
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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 Chapter 11 Case created 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 5. OTHER INFORMATION
None
ITEM 6. 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.
31.1
Section 302 Certification
32.1
Section 1350 Certification
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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: December 19, 2008
By:/s/ Kevin R. Griffith
Kevin R. Griffith
President, Chief Executive Officer,
Principal Executive Officer
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