UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedApril 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER000-51073
INFITECH VENTURES INC.
(Exact name of registrant as specified in its charter)
NEVADA | 98-0335119 |
(State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) |
| |
20 Lyall Avenue | |
Toronto, Ontario, Canada | M4E 1V9 |
(Address of principal executive offices) | (Zip Code) |
(416) 691-4068
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | | Accelerated filer [ ] |
Non-accelerated filer [ ] | | Smaller reporting company [X] |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable
date:As of June 6, 2008, the Issuer had 13,245,000 shares of common stock issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended April 30, 2008 are not necessarily indicative of the results that can be expected for the year ending July 31, 2008.
As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Infitech” mean Infitech Ventures Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
INFITECH VENTURES INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
April 30, 2008
INFITECH VENTURES INC.
(A Development Stage Company)
BALANCE SHEETS - (Unaudited)
(Expressed in United States Dollars)
| | April 30, | | | July, 31 | |
| | 2008 | | | 2007 | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
Current | | | | | | |
Cash and cash equivalents | $ | 691 | | $ | 1,071 | |
Deferred tax asset less valuation allowance of $198,343 | | - | | | - | |
Total current assets | | 691 | | | 1,071 | |
| | | | | | |
Patent application and intellectual property (Note 4) | | - | | | - | |
| | | | | | |
Total assets | $ | 691 | | $ | 1,071 | |
| | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS) | | | | | | |
| | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities | $ | 26,493 | | $ | 57,135 | |
Accounts payable and accrued liabilities - related party | | 11,400 | | | 9,600 | |
Due to related parties (Note 6) | | 66,022 | | | 35,789 | |
Total current liabilities | | 103,915 | | | 102,524 | |
| | | | | | |
Commitments and Contingency(Notes 2 and 4) | | | | | | |
| | | | | | |
Stockholders' equity (deficiency) | | | | | | |
Common stock | | | | | | |
Authorized 100,000,000 shares with par value of $0.001 | | | | | | |
Issued and outstanding 13,245,000 shares (2007 - 12,845,000) | | 36,835 | | | 12,845 | |
Additional paid-in capital | | 386,416 | | | 341,415 | |
Deficit accumulated during the development stage | | (526,475 | ) | | (455,713 | ) |
Total stockholders' equity (deficiency in assets) | | (103,224 | ) | | 101,453 | |
| | | | | | |
Total liabilities and stockholders' equity(deficiency in assets) | $ | 691 | | $ | 1,071 | |
See accompanying notes
INFITECH VENTURES INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS - (Unaudited)
(Expressed in United States Dollars)
| | Period from | | | | | | | | | | | | | |
| | Inception | | | | | | | | | | | | | |
| | (October 24, 2000 | ) | | 9 months ended | | | 9 months ended | | | 3 months ended | | | 3 months ended | |
| | to April 30, 2008 | | | April 30, 2008 | | | April 30, 2007 | | | April 30, 2008 | | | April 30, 2007 | |
| | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | |
Contributed executive services | $ | 285,000 | | $ | 45,000 | | $ | 45,000 | | $ | 15,000 | | $ | 15,000 | |
Office | | 20,221 | | | 5,125 | | | 898 | | | 1,216 | | | 775 | |
Professional fees | | 185,862 | | | 18,532 | | | 18,455 | | | 6,551 | | | 3,403 | |
Rent | | 16,200 | | | 1,800 | | | 1,800 | | | 600 | | | 600 | |
Web-site development | | 1,692 | | | 305 | | | 307 | | | 305 | | | - | |
| | | | | | | | | | | | | | | |
Loss before income taxes | | (508,975 | ) | | (70,762 | ) | | (66,460 | ) | | (23,672 | ) | | (19,778 | ) |
| | | | | | | | | | | | | | | |
Write off of patent (Note 4) | | (17,500 | ) | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | |
Provision for income taxes | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | |
Net loss | $ | (526,475 | ) | $ | (70,762 | ) | $ | (66,460 | ) | $ | (23,672 | ) | $ | (19,778 | ) |
| | | | | | | | | | | | | | | |
Basic and diluted net loss | | | | | | | | | | | | | | | |
per share | | | | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
| | | | | | | | | | | | | | | |
Weighted average number of | | | | | | | | | | | | | | | |
shares outstanding | | | | | 13,132,213 | | | 12,845,000 | | | 13,245,000 | | | 12,845,000 | |
See accompanying notes
INFITECH VENTURES INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW (Unaudited)
(Expressed in United States Dollars)
| | Period from | | | | | | | |
| | Inception | | | | | | | |
| | (October 24, 2000 | ) | | 9 months ended | | | 9 months ended | |
| | to April 30, 2008 | | | April 30, 2008 | | | April 30, 2007 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Net loss | $ | (526,475 | ) | $ | (70,762 | ) | $ | (66,460 | ) |
Items not affecting cash: | | | | | | | | | |
Contributed executive services | | 285,000 | | | 45,000 | | | 45,000 | |
Write off of patent | | 17,500 | | | - | | | - | |
Changes in non cash working capital items | | | | | | | | | |
Increase (decrease) in accounts payable and accrued liabilities | | 26,494 | | | (30,641 | ) | | 17,671 | |
Increase in accounts payable and accrued | | | | | | | | | |
liabilities - related party | | 11,400 | | | 1,800 | | | 1,800 | |
| | | | | | | | | |
Net cash used in operating activities | | (186,081 | ) | | (54,603 | ) | | (1,989 | ) |
| | | | | | | | | |
| | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
Proceeds from the issuance of common stock | | 96,790 | | | 23,990 | | | - | |
Increase in due to related parties | | 66,022 | | | 30,233 | | | 1,394 | |
Share subscriptions | | 33,960 | | | - | | | - | |
Net cash provided by financing activities | | 196,772 | | | 54,223 | | | 1,394 | |
| | | | | | | | | |
CASH FLOWS FROM INVESTMENT ACTIVITIES | | | | | | | | | |
Acquisition of patent | | (10,000 | ) | | - | | | - | |
Net cash used in investment activities | | (10,000 | ) | | - | | | - | |
| | | | | | | | | |
Change in cash and cash equivalents for the period | | 691 | | | (380 | ) | | (595 | ) |
| | | | | | | | | |
Cash and cash equivalents, beginning | | - | | | 1,071 | | | 655 | |
| | | | | | | | | |
Cash and cash equivalents, ending | $ | 691 | | $ | 691 | | $ | 60 | |
| | | | | | | | | |
Cash paid for interest during the year | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Cash paid for income taxes during the year | $ | - | | $ | - | | $ | - | |
Supplemental cash flow disclosure (Note 7)
See accompanying notes
INFITECH VENTURES INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
April 30, 2008 |
|
1. | HISTORY AND ORGANIZATION OF THE COMPANY |
| |
| The Company was incorporated on October 24, 2000 under the Laws of the State of Nevada. The Company intended to develop and market a wax technology relating to the process of solidifying and removing spilled oil on land and water. The Company is considered to be a development stage company as it has not generated revenues from operations. |
| |
| All amounts are stated in United States dollars unless otherwise noted. |
| |
2. | GOING CONCERN |
| |
| These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
| |
| The operations of the Company have primarily been funded by the issuance of common stock. Continued operations of the Company are dependant on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity sales. Such sales may not be available or may not be available on reasonable terms. |
| | | April 30, | | | July 31, | |
| | | 2008 | | | 2007 | |
| Deficit accumulated during the developmental stage | $ | (526,475 | ) | $ | (455,713 | ) |
| Working capital (deficiency) | $ | (103,218 | ) | $ | (101,453 | ) |
3. | SIGNIFICANT ACCOUNTING POLICIES |
| |
| The significant accounting policies adopted by the Company are as follows: |
| |
| Use of estimates |
| |
| These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
INFITECH VENTURES INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
April 30, 2008 |
|
3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
| |
| Foreign currency translation |
| |
| Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the consolidated statements of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations. |
| |
| Cash and cash equivalents |
| |
| The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At April 30, 2008 and July 31, 2007, cash and cash equivalents consisted of cash held at banks. |
| |
| Accounting for impairment of long-lived assets and for long-lived assets to be disposed of |
| |
| Long-lived assets to be held and used by the Company are continually reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on such impairment indicators the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future undiscounted cash flows is less than the carrying amount of an asset, an impairment loss will be recognized. |
| |
| Contributed executive services |
| |
| Pursuant to SAB Topic 1:B (1) and the last paragraph of SAB 5:T, the Company is required to report all costs of conducting its business. Accordingly, the Company records the fair value of contributed executive services provided to the Company at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year in which the services are provided. |
| |
| For each of the periods ended April 30, 2008, and 2007 the Company recorded contributed executive services in the amount of $15,000. |
| |
| Income taxes |
| |
| A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities. |
| |
| Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
INFITECH VENTURES INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
April 30, 2008 |
|
3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
| | |
| Net loss per share |
| | |
| Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic net loss per share) and potentially dilutive shares of common stock. |
| | |
4. | PATENT APPLICATION AND INTELLECTUAL PROPERTY |
| | |
| Pursuant to an agreement dated May 6, 2004, the Company acquired a patent application and intellectual rights to a process to solidify and remove spilled oil on land and water. |
| | |
| In consideration for the sale, assignment and transfer of the technology, the Company agreed to: |
| | |
| a) | Pay the inventor the sum of $10,000 upon execution of the agreement (paid) |
| b) | Issue to the inventor a total of 150,000 shares of common stock upon execution of the agreement (issued) |
| c) | Pay to the inventor a royalty fee in the amount of $0.075 (Cdn $0.10) per pound of the formulation produced by or on behalf of the Company to any subsidiary, affiliate, agent or sub-contractor of the Company as defined in the agreement. |
The Company further agreed to pay the inventor approximately $750 (Cdn $1,000) per month as consulting fees for a period of twelve months, commencing June 2004. The final payment was made in May 2005. In connection with the services provided by the inventor, the Company receives a paraffin wax compound from a third party free of charge. The total value of this paraffin wax compound received by the Company to July 31, 2006, was not significant.
As the Company’s common stock was not publicly traded at the time of issuance, the Company used the last price at which the Company’s common stock was issued, being $0.05 per share, to determine the approximate current fair value of the 150,000 shares of common stock issued to the inventor.
During the year ended July 31, 2007, due to the uncertainty of the development of this patent, management has written off the cost to date in its statement of operations.
INFITECH VENTURES INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
April 30, 2008 |
|
5. | INCOME TAXES |
| |
| A reconciliation of income taxes at statutory rates with the reported taxes is as follows: |
| | | April 30, | |
| | | 2008 | |
| Net loss | $ | (70,762 | ) |
| | | | |
| Expected income tax recovery | $ | 24,059 | |
| Unrecognized current benefit of operating losses | | (24,059 | ) |
| | | | |
| Total income taxes | $ | - | |
| | | | |
| The Company’s total income tax asset is as follows: | | | |
| | | 2008 | |
| Tax benefit of net operating loss carry forward | $ | 198,343 | |
| Valuation allowance | | (198,343 | ) |
| | $ | - | |
| The Company has net operating loss carry forwards of approximately $526,000 available for deduction against future years taxable income. The valuation allowance increased to $198,343 during the period ended April 30, 2008, since the realization of the net operating loss carry forwards are doubtful. It is reasonably possible that the Company’s estimate of the valuation allowance will change. The operating loss carry forwards will expire at various times through 2025. |
| |
6. | RELATED PARTY TRANSACTIONS |
| |
| At April 30, 2008, there is $66,022 (July 31, 2007 - $35,789) due to a director and shareholders of the Company. The amounts are unsecured, non-interest bearing and are due on demand. Although these advances are interest free, interest will be imputed and charged to contributed capital. To date imputed interest is an immaterial amount and has not been recorded through January 31, 2008. |
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| For each of the nine month periods ended April 30, 2008 and 2007 the Company paid rent of $1,800 to a director of the Company. Rent is paid on a month to month basis. |
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| These transactions were in the normal course of operations and were measured at the exchange value which represents the amount of consideration established and agreed to by the related party. |
| |
| 7. SUPPLEMENTAL CASH FLOW DISCLOSURE |
| |
| During the year ended July 31, 2005 the Company acquired a patent application and intellectual rights and issued to the inventor a total of 150,000 shares of common stock at $0.05 per share. |
| |
| During the year ended July 31, 2006 the Company issued 601,000 shares at a value of $36,060, among which $33,960 was received during the year ended July 31, 2005. |
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| During the years ended July 31, 2006 and 2007, the Company’s sole director contributed $60,000 per year as executive services which was recorded as additional paid in capital. |
| |
| During the nine month period ended April 30, 2008, the Company’s sole director contributed $45,000 as executive services which was recorded as additional paid in capital. |
INFITECH VENTURES INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
April 30, 2008 |
|
8. | FINANCIAL INSTRUMENTS |
| |
| The Company’s financial instruments consist of cash, accounts payable and accrued liabilities and accounts payable and accrued liabilities – related parties and due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted. |
| |
9. | SEGMENT INFORMATION |
| |
| The Company operated in one reportable segment, being the development of a technology relating to the process of solidifying and removing spilled oil on land and water, primarily in Canada. The Company currently does not have a business. |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements." These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Part II – Item 1A. Risk Factors” and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-KSB or Form 10-K, our Quarterly Reports on Form 10-QSB or Form 10-Q and our Current Reports on Form 8-K. Copies of all of our filings with the SEC may be accessed by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings.
INTRODUCTION
The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the nine months ended April 30, 2008, and changes in our financial condition from July 31, 2007. This discussion should be read in conjunction with the Management’s Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-KSB for the fiscal year ended July 31, 2007 filed with the SEC on November 2, 2007.
OVERVIEW
We were incorporated on October 24, 2000 under the laws of the State of Nevada for the purpose of seeking business opportunities with respect to environmental technologies and products.
Our business revolves around the development and marketing of a proprietary, patent-pending technology (the “Wax Technology”) that uses a molten wax compound consisting of paraffin wax and resins to control, clean and remediate oil and other liquid fuel spills on land and water. In addition, as part of our long-term business plan, we intend to pursue business opportunities in wastewater treatment solutions.
We continue to require additional financing if we are to continue as a going concern and to finance our business operations. As of April 30, 2008, we had cash of $691. Accordingly, we will require additional financing in order to proceed with our plan of operation, see “Plan of Operation” and “Liquidity and Capital Resources,” below. If we do not have sufficient funds to pursue our stated plan of operation, then we will scale back our plan of operation to concentrate solely on the product development phase of our plan of operation. In this event, we will pursue product development to the extent of our financial resources.
Recent Corporate Developments
There have been no significant corporate developments since the completion of our fiscal quarter ended January 31, 2008.
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PLAN OF OPERATION
Our current plan of operation calls for us to spend approximately $750,000 over the next twelve months in pursuing our plan of operation subject to obtaining sufficient financing. This amount is significantly greater than the total amount of financing that we have been able to obtain to date. This anticipated increase in our capital needs and expenditures is attributable to the fact that, subject to our obtaining sufficient financing, of which there is no assurance, we anticipate entering into the production and marketing phases of our business plan within the next twelve months.
Due to our lack of sufficient financing, we were unable to file a reply to the first examination report issued by the CIPO on our patent application for our Wax Technology. As a result, we abandoned our patent application. If we are able to obtain sufficient financing, we intend to reinstate our patent application for the Wax Technology.
As a result of the above, our plan of operation for the next twelve months involves the following:
1. | Product Formulation and Testing: We intend to continue to develop, refine and test various formulations of our Wax Technology to develop a number of final products for application on various types of oils and fuels and locations. During this phase of our business plan, we expect that the majority of our activities will involve laboratory research and development and field testing of various formulations. During this stage of our development we will also work to develop application equipment designed to meet the needs of specific customers. We expect to complete this phase of our plan of operation within the next six months. We anticipate spending approximately $75,000 to complete the product formulation and testing phase of our plan of operation. If we are able to obtain sufficient financing, of which there is no assurance, we expect that it will take us approximately six months to complete this phase of our plan of operation. |
| | |
2. | Product Refinement, Market Development and Regulatory Approvals: Once we have completed the development of our anticipated products, we intend to focus our efforts on developing the market for those products. We will refine our marketing and sales program for each of the products depending upon the results our product development efforts. We expect that this phase of our plan will involve the following: |
| | |
| (i) | We will analyze our business model based on the anticipated costs of manufacturing our products and will determine the price of our products based upon that analysis and upon our analysis of market demand. |
| | |
| (ii) | We will conduct field tests of our product formulations and applicator equipment in an attempt to further refine them prior to marketing. |
| | |
| (iii) | Subject to our obtaining additional financing, of which there is no assurance, we intend to submit our products to Environment Canada and the US Environmental Protection Agency and other regulatory bodies in an attempt to obtain their approval for our products. |
| | |
| We anticipate spending approximately $75,000 to complete this phase of our plan of operation. We do not anticipate beginning this stage of our plan of operation until we have completed the product formulation and testing phase. We anticipate that this phase of our business will take approximately six to twelve months to complete and we do not anticipate making any significant sales or generating any significant revenues until this phase of our plan of operation is complete. |
| | |
3. | Production and Manufacturing: Once we have completed the market development stage of our plan, we anticipate that we will begin to produce and manufacture our products. We expect to |
4
| expend approximately $325,000 over a twelve month period in producing and manufacturing our planned products and the applicator equipment to be used for dispensing those products. Production and manufacturing costs are expected to include the cost of raw materials, including paraffin wax, blending of the wax and other raw materials and packaging. |
| |
4. | Marketing: We also anticipate that, once we have completed the market development stage of our plan, we will begin to aggressively market our products. We intend to develop marketing literature, demonstration videos and CD-ROMS, enhance our internet capabilities, visit potential customers and conduct demonstrations and present exhibits at tradeshows. We expect to spend approximately $100,000 on marketing activities over a twelve month period. |
In addition, we anticipate spending approximately $75,000 on legal, patent and other professional fees and approximately $100,000 on general administrative expenses and salaries for any sales and/or administrative personnel that we may hire.
Although we will explore opportunities in wastewater treatment as they present themselves, we do not expect to actively pursue opportunities in this area over the next twelve months and we intend to focus our available resources on developing and marketing the Wax Technology.
Financing Requirements
The amounts required to complete our plan of operation are in excess of our current cash reserves and we do not anticipate earning revenues in the near future. As of April 30, 2008, we had cash in the amount of $691. As such, our current cash resources are insufficient to meet our requirements for the next twelve months. Further, it is anticipated that our business will not generate any significant revenues in the near future. Accordingly, we will require substantial additional financing in order to fund our plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as we do not expect substantial debt financing to be as available at this stage of our business.
Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to achieve sufficient financing required to proceed with our plan of operation. If we do not obtain the necessary financing, then our plan of operation will be scaled back according to the amount of funds available. The inability to raise the necessary financing will severely restrict our ability to complete the product development and market development phases of our plan of operation.
RESULTS OF OPERATIONS
Third Quarter and Nine Months Summary
| Third Quarter Ended | Percentage | Nine Months Ended | Percentage |
| April 30, | Increase / | April 30, | Increase / |
| 2008 | 2007 | (Decrease) | 2008 | 2007 | (Decrease) |
Revenue | $ -- | $ -- | n/a | $- | $ -- | n/a |
Expenses | (23,672) | (19,778) | 19.7% | (70,762) | (66,460) | 6.5% |
Net Income (Loss) | $(23,672) | $(19,778) | 19.7% | $(70,762) | $(66,460) | 6.5% |
Revenues
We have not earned any revenues to date and we do not anticipate earning revenue until we have completed commercial development of products incorporating our Wax Technology. We are presently in the development stage of our business and we can provide no assurance that we will be able to
5
complete commercial development or successfully sell or license products incorporating our Wax Technology once development is complete.
Operating Costs and Expenses
Our operating expenses for the third quarter and nine months ended April 30, 2008 and 2007 consisted of the following:
| Third Quarter Ended | | | Nine Months Ended | |
| April 30, | Percentage | | April 30, | Percentage |
| | | Increase / | | | | Increase / |
| 2008 | 2007 | (Decrease) | | 2008 | 2007 | (Decrease) |
Contributed Executive | $15,000 | $15,000 | n/a | | $45,000 | $45,000 | n/a |
Services | | | | | | | |
Office | 1,216 | 775 | 56.9% | | 5,125 | 898 | 470.7% |
Professional Fees | 6,551 | 3,403 | 92.5% | | 18,532 | 18,455 | 0.4% |
Rent | 600 | 600 | n/a | | 1,800 | 1,800 | n/a |
Web-Site Development | 305 | -- | n/a | | 305 | 307 | 0.7% |
Total Operating Expenses | $23,672 | $19,778 | 19.7% | | $70,762 | $66,460 | 6.5% |
Our expenses increased by $3,894, or 19.7% as compared to our previous third quarter ended April 30, 2007. This increase is primarily the result of increases in the amount of professional fees incurred by us. Professional fees consisted of legal and accounting services provided in connection with meeting our ongoing reporting obligations under the Exchange Act.
In accordance with SEC Staff Accounting Bulletin Topics 1:B and 5:T, we are required to report all costs of conducting our business. As such, we have recorded as an expense, the fair market value of contributed executive services provided to us at no cost. For our third quarter ended April 30, 2008, we recorded contributed executive services expenses of $15,000. These services were provided to us without charge and a corresponding increase in additional paid-in capital has been recorded.
We anticipate our operating expenses will increase as we undertake our plan of operation. The increase will be attributable to increased product and business development activities and the professional fees associated with complying with our reporting obligations under the Exchange Act. Subject to our ability to obtain additional financing, of which there is no assurance, we expect that our product and business development activities will continue to increase over the course of the current fiscal year. As such, we expect that our operating expenses will also continue to increase at a significant rate.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital | | | |
| | | Percentage |
| At April 30, 2008 | At July 31, 2007 | Increase/(Decrease) |
Current Assets | $691 | $1,071 | (35.5)% |
Current Liabilities | (103,915) | (102,524) | 1.4% |
Working Capital (Deficit) | $(103,224) | $(101,453) | 1.7% |
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Cash Flows | | |
| Nine Months Ended April 30, |
| 2008 | 2007 |
Cash Flows (Used In) Operating Activities | $(54,603) | $(1,989) |
Cash Flows (Used In) Investing Activities | -- | -- |
Cash Flows From Financing Activities | $54,223 | $1,394 |
Net Increase (Decrease) In Cash During Period | $(380) | $(595) |
As of April 30, 2008, we had cash on hand of $691 and a working capital deficit of $103,224. As such, we will require additional financing in order to meet our current obligations and complete our plan of operation. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. When necessary, we have also relied on advances from our sole executive officer and sole director, Paul G. Daly. We have not attained profitability and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors have stated in their report that there is substantial doubt that we will be able to continue as a going concern.
We anticipate spending approximately $750,000 over the next twelve months in pursuing our plan of operation. This amount is in excess of our current working capital reserves and we have not earned any revenues to date and do not anticipate earning revenues until we have completed commercial development of our anticipated products. Accordingly, we will require substantial additional financing in order to fund our plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing will not be as available at this stage of our business.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
CRITICAL ACCOUNTING POLICIES
The financial statements presented with this Quarterly Report have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at April 30, 2008, and for all periods presented in the attached financial statements, have been included. Interim results for the nine months ended April 30, 2008 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the interim financial statements included with this Quarterly Report.
Foreign Currency Translation
Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet
7
date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statements of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.
Contributed Executive Services
Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T, we are required to report all costs of conducting our business. Accordingly, we record the fair value of contributed executive services provided to us at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year which the services are provided.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4(T). CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended April 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
Need For Financing
We do not currently have the financial resources to complete our plan of operation for the next twelve months. We anticipate that we will require financing in the amount of $750,000in order to fund our plan of operation over the next twelve months. We presently do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing on terms acceptable to us or at all. If further financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment.
Limited Operating History, Risks Of A New Business Venture
We were incorporated on October 24, 2000 and, prior to our acquisition of the Wax Technology, we had been involved primarily in organizational activities and in seeking business opportunities related to environmental technologies and products. We have not earned any revenues to date.
Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that our business will prove successful, and there can be no assurance that we will generate any operating revenues or ever achieve profitable operations.
Our Operations Will Be Subject To Extensive Government Regulations
Our operations will be subject to extensive government regulations in the United States, Canada and in other countries in which we may operate. In order to sell our anticipated products, we may be required to obtain a number of regulatory approvals at the federal, state and local level, including the approval of the U.S. Environmental Protection Agency and Environment Canada. We may incur material costs or liabilities in obtaining such approvals and/or complying with applicable laws and regulations. Furthermore, our potential customers may be required to comply with numerous laws and regulations when engaging in environmental remediation activities. There can be no assurance that we will be able to successfully comply with all present or future government regulations. An inability to obtain necessary regulatory approvals or the imposition of onerous conditions on the use of our anticipated products will have a materially adverse effect on us, our business and our financial condition.
9
Our Business Operations, Assets and Personnel Are Located Outside The United States
Although we are incorporated in the United States, all of our current operating activities are conducted in, and all of our assets and personnel are located in, Canada. As such, investors in our securities may experience difficulty in enforcing judgments or liabilities against the Company or our personnel under United States securities laws.
Our corporate headquarters are located at 20 Lyall Avenue, Toronto, Ontario, Canada, M4E 1V9. As we are a Nevada corporation, we are required to maintain a resident agent in the State of Nevada for the purpose of receiving service of process. Under Section 78.090 of the Nevada Revised Statutes, all legal process and any demand or notice authorized by law to be served upon the Company may be served upon our resident agent in Nevada. Our resident agent for this purpose is Camlex Management (Nevada) Inc. of 8275 S. Eastern Avenue, Suite 200, Las Vegas, Nevada, 89123.
As a Nevada corporation, we are subject to the laws of the United States, including the federal securities laws of the United States, and to the jurisdiction of United States courts. As such, investors may bring proceedings against us, and enforce judgments obtained against us, in United States courts.
Generally, original actions to enforce liabilities under United States federal securities laws may not be brought in a Canadian court. Such actions must be brought in a court in the United States with applicable jurisdiction. Persons obtaining judgments against us in United States courts, including judgments obtained under United States federal securities laws, will then be required to bring an application in a Canadian court to enforce such judgments in Canada.
Competition Is Intense And We May Be Unable To Achieve Market Acceptance
The business environment in which we intend to operate is highly competitive. Currently, there exist a number of established methods, products and technologies used to control, clean and remediate oil spills and we expect to experience competition from a number of established companies involved in the environmental remediation industry. Certain of our potential competitors will have greater technical, financial, marketing, sales and other resources than us.
In addition, while the environmental remediation industry is a mature one, there is no established market for products utilizing our Wax Technology. We are unable to provide assurances that our target customers and markets will accept our technologies or will purchase our products and services in sufficient quantities to achieve profitability. If a significant market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses incurred to develop products and we may be unable to meet our operational expenses. Acceptance of our anticipated products by environmental remediation firms and other organizations will depend upon a number of factors, including the cost competitiveness of our products, customer reluctance to try new products or services, regulatory requirements or the emergence of more competitive or effective products.
Rapid Technological Changes In Our Industry Could Make Our Products Obsolete
The environmental technology industry is characterized by rapid technological change and intense competition. New technologies, products and industry standards will develop at a rapid pace which could make our planned products obsolete. Our future success will depend upon our ability to develop and introduce product enhancements to address the needs of customers. Material delays in introducing product enhancements may cause customers to forego purchases of our product and purchase those of competitors.
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Asserting And Defending Intellectual Property Rights May Impact The Results Of Our Operations
We have applied for a patent from the CIPO, however, we have not received a final grant of patent from the CIPO and there is no assurance that a final patent covering our technology will be granted. Even if we are granted a final patent protecting our technology, the success of our business may depend on our ability to successfully defend our intellectual property rights. In March, 2007, we received notice of the first examination report from the CIPO in connection with our patent application. The CIPO raised a number of objections to our patent application regarding the wording of our claims, which were considered to be indefinite or ambiguous. In order to avoid abandonment of our patent application, we were required to file a reply to the first examination report by August 1, 2007. Due to our lack of financing, we were unable to file a reply within the required time period. As a result, our patent application was abandoned. In order for us to reinstate our patent application, we must file our response to the first examination report and pay a fee of $400 CDN. We intend to reinstate our application if we are able to obtain sufficient financing. However, even if we are able to reinstate our application there is no assurance that we will be able to satisfy the CIPO’s objections and there is no assurance that we will be granted a patent for the Wax Technology.
Future litigation may have a material impact on our financial condition even if we are successful in developing and marketing products. We may not be successful in defending or asserting our intellectual property rights.
An adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of our intellectual property rights are invalid could allow our competitors to more easily and cost-effectively compete. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on our business, financial condition or results of operations.
The cost of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.
Dependence On Key Personnel
Our success will largely depend on the performance of our directors and officers and our key consultants. Our success will also depend on our ability to attract and retain highly skilled technical, research, management, regulatory compliance, sales and marketing personnel. Competition for such personnel is intense. The loss of the services of such personnel or the inability to attract and retain other key personnel could impair the development of our business, operating results and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
Exhibit | | |
Number | | Description of Exhibit |
| | |
3.1 | | Articles of Incorporation.(1) |
| | |
3.2 | | Bylaws.(1) |
| | |
4.1 | | Specimen Common Stock Certificate.(1) |
| | |
10.1 | | Technology Transfer Agreement dated May 6, 2004 between William Ernest Nelson and Infitech Ventures Inc.(1) |
| | |
10.2 | | Receipt and Acknowledgement of William Ernest Nelson dated February 5, 2005.(1) |
| | |
10.3 | | Promissory Note dated April 27, 2005 for $9,000 issued by the Company to Paul G. Daly.(3) |
| | |
10.4 | | Promissory Note dated May 6, 2005 for $11,500 issued by the Company to Paul G. Daly.(3) |
| | |
10.5 | | Promissory Note dated October 12, 2006 for CDN$500 issued by the Company to Paul G. Daly.(3) |
| | |
10.6 | | Promissory Note dated December 1, 2006 for CDN$700 issued by the Company to Paul G. Daly.(3) |
| | |
10.7 | | Promissory Note dated March 5, 2007 for CDN$400.00 issued by the Company to Paul G. Daly.(3) |
| | |
10.8 | | Promissory Note dated June 4, 2007 for $6,000 issued by the Company to Paul G. Daly.(4) |
| | |
10.9 | | Promissory Note dated July 19, 2007 for $6,095 issued by the Company to Paul G. Daly.(4) |
| | |
10.10 | | Promissory Note dated August 24, 2007 for $5,000 issued by the Company to Paul G. Daly.(4) |
| | |
10.11 | | Promissory Note dated September 24, 2007 for $20,000 issued by the Company to Paul G. Daly.(4) |
| | |
10.12 | | Promissory Note dated March 6, 2008 for $5,000 issued by the Company to Paul G. Daly.(5) |
| | |
10.13 | | Promissory Note dated May 9, 2008 for $11,375 issued by the Company to Paul G. Daly. |
| | |
14.1 | | Code of Ethics.(2) |
| | |
31.1 | | Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Notes: | |
(1) | Filed as an exhibit to our Registration Statement on Form 10-SB originally filed with the SEC on February 15, 2005, as amended. |
(2) | Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on November 9, 2005. |
(3) | Filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on March 23, 2007. |
(4) | Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on November 2, 2007. |
(5) | Filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on March 14, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | INFITECH VENTURES INC. |
| | | | |
| | | | |
Date: | June 16, 2008 | | | |
| | | By: | /s/ Paul G. Daly |
| | | | PAUL G. DALY |
| | | | Chief Executive Officer, Chief Financial Officer |
| | | | President, Secretary and Treasurer |
| | | | (Principal Executive Officer, Principal Financial Officer |
| | | | and Principal Accounting Officer) |