U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ______________
Commission file number: 333-90618
WAVELIT, INC. (Formerly INFOTEC BUSINESS SYSTEMS, INC.)
(Name of small business issuer in its charter)
NEVADA 98-0358149
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7216 West Enterprise Drive, Las Vegas, Nevada 89147
(Address of principal executive offices) (Zip Code)
Issuer’s Telephone Number (702) 951-5682
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
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 ] NO [ ]
Check if there is no disclosure of delinquent filers in response to item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
(The registrant is not a Section 12(g) filing issuer)
State issuer's revenues for its most recent fiscal year: $27,752.
State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days.
The aggregate market value of the common stock held by non-affiliates of the registrant as of the close of business on July 31, 2008 (an aggregate 165,469,940 shares out of a total of 180,469,940 shares outstanding at that time) was approximately $1,654,699 computed by reference to the average closing bid and ask price on that date.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 180,469,940 shares of Common Stock as of July 31, 2009.
This report contains a total of 37 pages.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
Transitional Small Business Disclosure Format (check one): Yes ; No X
PART I
The terms "Wavelit", "us", "we", "the company" and "our", refer to Wavelit, Inc (formerly Infotec Business Systems, Inc.) or our wholly owned subsidiaries Precision Aviation Inc., Galaxy Networks Inc., Stream Horizon Studios Ltd. (formerly, Infotec Business Strategies Inc.), Galaxy US Networks Inc. (formerly, Eventec Inc.) and ebahn Television Networks Inc., unless the context otherwise implies.
Forward Looking Statements
This annual report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may", "will", "expect", "intend", "anticipate", "believe", "estimate", "continue" and other similar words. You should read statements that contain these words carefully because they discuss our future expectations, making projections of our future results of operations or our financial condition or state other "forward-looking" information. Forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of our company to be materially different from those which may be expressed or implied by such statements. The factors listed in the subsection under the caption "Additional Risk Factors" which is included in the section of this report titled "Management's Discussion and Analysis or Plan of Operation", as well as any other cautionary language in this report, provide examples of risks, uncertainties and events which may cause our actual results to differ materially from the expectations we described in our forward-looking statements. We do not undertake any obligation to publicly update forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
ITEM 1. DESCRIPTION OF THE BUSINESS
Organization
We were incorporated under the laws of the State of Nevada on August 30, 2001.
On June 8, 2007, the Company effected a name change to Wavelit, Inc. and a reverse split of its common stock on a 30:1 basis so that the 1,250,000,000 shares authorized (750,000,000 common shares and 375,000,000 preferred shares) and 161,493,721 shares of common stock issued, were decreased to 400,000 shares authorized (25,000,000 common shares and 375,000,000 preferred shares) and 5,383,069 shares of common stock issued. The company then increased its authorized common stock to 250,000,000 effective June 8, 2007. Par value of the preferred and common stock remained unchanged at $0.001. All figures in these financial statements, including comparative information have been updated to give effect to the reverse 30:1 split.
On November 22, 2007, the company completed a Stock Purchase Agreement with ATB Company wherein the company acquired 100% of Precision Aviation, Inc. The company issued 40,000,000 restricted WAVL shares to ATB Company placing ATB as majority shareholder of the company. The company also entered into a Memorandum of Understanding with ATB Company wherein ATB Company will invest additional funds to be directed towards the company’s accrued debts.
The historical financial statements prior to the agreement are those of Galaxy Networks Inc. and the name of the consolidated Company going forward is Wavelit, Inc. (formerly Infotec Business Systems, Inc.) These financial statements include the financial position of Wavelit, Inc. (formerly Infotec Business Systems, Inc.), Precision Aviation Inc., Galaxy Networks Inc., Stream Horizon Studios Ltd. (formerly Infotec Business Strategies, Inc.) and Galaxy US Networks Inc. (formerly “Eventec Inc.”), at April 30, 2009, and their results of operations from December 13, 2002 to April 30, 2009.
Business of Issuer
Precision Aviation, Inc. (newly acquired wholly-owned subsidiary of Wavelit, Inc. as of November 22, 2007)
Precision Aviation, Inc. (PAI) is in the business of developing, manufacturing and marketing Unmanned Aerial Vehicles (UAVs) for aerial surveillance and scanning missions. PAI markets these production and custom UAVs to civilian, industrial, governmental, policing and military clients.
PAI is a developer and marketer of short, medium and long-range aerial drones. Since the 1940's federal and locals governments have used varying forms of remotely piloted vehicles for many purposes primarily as target practice for manned aircraft. Our drones are intended for both private and governmental use in such a diverse array of applications such as oil and gas exploration, municipal operations, forestry, agriculture and coastal/border surveillance as well as various military applications.
PAI has taken a new approach to the development of UAV technology by making use of advanced composite construction techniques and materials. The company incorporates the latest in ultra light high speed computer processors to deliver a flexible, mission specific UAV to our customers that can perform various complex missions.
While military applications for PAI products are a natural in these current times of global instability, PAI is looking forward to a more peaceful future and is focusing not only on military, but also on civilian uses for UAVs. PAI products will provide platforms necessary for aerial imaging in industries and sectors as diverse as agricultural, forestry, livestock ranches, law enforcement, environmental protection agencies, coast guard, and even Hollywood. Currently, PAI is aggressively developing a class of micro-UAVs to support law enforcement with perimeter level reconnaissance to preserve the safety of officers in close contact and hostage type situations. These UAVs provide much more focused coverage than having only trained officers at street-level.
Wavelit Hosting and Network Systems
Wavelit's products and services incorporate 3rd Generation streaming video technology and proprietary software to provide video streaming capabilities that allow a TV quality signal to be sent over the Internet or stored locally. Using a mix of the latest leading vendor software and proprietary coding, the Wavelit Encoder allows for push streaming of real time broadcasts and does not require a stream be uploaded to a server and then pulled, or accessed, by viewers. The Wavelit Encoder provides the facilities our customers require for capture, edit and content delivery of digital media. The Wavelit Encoder has been developed as a series of products which are differentiated by encoding rates.
The Wavelit Media Services Platform is the foundation of the Wavelit Broadcast Network and represents the solution for the next generation of asset management operations. The Platform is principally composed of computer servers, storage devices and network routing and transmission equipment. The delivery of streaming video through Wavelit's network has been optimized to provide a smoother, clearer and more enjoyable viewing experience, even when viewed in full screen mode.
The Wavelit Media Server system allows both content distribution via the Internet and the application of digital rights management technologies for securing such content. The Wavelit Media Server incorporates a storage, management, and distribution system and proprietary software to control the hardware platform with Wavelit's encoder software. Together the system can manage large volumes of entertainment programming and has content archive, search, access, serve and track capability. Software selects and assembles various pieces of stored content as separate digital files into a single continuous seamless programming block for playback or broadcast. Wavelit's software and management systems have been designed with ease of use in mind, allowing anyone with a broadband connection to broadcast their message to thousands of viewers worldwide. The Encoder was designed and developed to replace an entire room of traditional equipment that would otherwise be needed to drive a broadcasting operation.
Wavelit has developed technology that makes streaming of digital video easy, fast and cost effective and includes tracking software that lets customers know who views their video communications, the length of time they view it and, in the case of archived video, how many times they view it. This information is available for utilization by specific billing and action tracking applications.
We are currently marketing and selling our software, systems and solutions as a network solution for media services which we refer to as the “Wavelit Broadcast Network”. We provide a hosted and managed streaming video delivery system to enable customers to stream content to their specific audiences. Wavelit provides full service capabilities enabling it to receive client produced video and to encode it for webcasting visual media including, events, situations of interest, meetings, news, entertainment, shows or video for any other purpose.
Wavelit
We also offer a complete Internet television experience via Wavelit.com, our Internet video broadcast portal/web site at http://www.wavelit.com. Wavelit.com provides live video viewing experiences via the Internet. Wavelit.com is undergoing constant upgrade and development as we build on our product plan. We are currently offering viewers with a free Internet broadcast experience featuring a mix of live streamed content and ‘video on demand' content which demonstrate our encoding and broadcast capabilities. Wavelit can deliver content both for mass delivery at low bandwidth, and in high bandwidth for viewing in HDTV with surround sound. We plan to offer Wavelit in four formats:
- | Advertising Supported Programming – we deliver free programming to viewers supported by advertising on Wavelit.com. We offer a completely live view of wild animals in their natural habitats. Streaming video completely live 24 hrs a day, viewers can watch wild animals in locations around the world without having to leave home. |
- | Pay-per-View TV - we offer premium content by a Pay for View model where we pay a portion of our revenues to the content provider. We currently operate this system on our www.MMAWL.com website where we broadcast live Mixed Martial Arts events (Pay-per-View). This system broadcasts PPV events globally, unlike satellite or digital cable PPV which can only broadcast locally. |
Markets and Competition
Markets for the Wavelit Broadcast Network and our related products and services are those business and other organizations in a variety of industries who have digital media which they desire other parties to view.
We have identified more specifically the following markets due to their growth characteristics and our experience with customers in these markets:
- content providers;
- Internet Broadcast Networks (Internet TV);
- live media and archival feed services;
- digital video production and editing;
- advertising and marketing; and
- resellers and agents.
We plan to market our streaming video and Internet TV services directly to selected resellers and distributors and to content creators or program development companies or organizations.
Our business opportunity is driven by the expected growth in the volume of media broadcasting over the Internet. Media broadcasting platforms and services have proven to be difficult to manage and deploy and the results for companies are often less than planned. Media streaming and other media broadcasting is seeing significant growth, driven by among other things, the growth of Internet Broadcasting or Internet TV and the use of streaming media in advertising.
We believe we are well positioned to support the growth in media broadcasting and viewing and provide a foundation for the growth of Streaming Internet Broadcasting. We believe we have a proven system and technology that provides an easy to use, next generation platform solution for worldwide, almost unlimited ability to deliver streaming media and other encoded broadcasts over the Internet or other wired or wireless networks.
The market for streaming media services and for related services is broad and encompasses many different types of companies, organizations and technologies. We will compete with numerous providers of streaming media technology and services, many of which have far greater financial and other resources than we do. Many of these companies have established histories and relationships in providing such systems and services that enable them to attract staff and customers. Many of the firms within this industry are large and have significantly more resources for sales, marketing and research and development than we do.
We plan to compete within this industry by focusing on providing high value services within the framework of the Wavelit Broadcast Network, by continuing to develop our technology to maintain a technical advantage and by exploiting the market opportunities as outlined above. We believe it is an important competitive edge to have a fully enabled network in place and to market our system to early adopters, giving us an opportunity to gain an early lead and volume in the market and to further solidify our competitive positioning. We also plan to compete by providing our customers with fully capable, easy to use systems for delivery and to assisting our customers to grow their streaming needs.
Operation Development and Plan
With our Los Angeles Point of Presence (POP) server facility, our plan is to capitalize on the market opportunity we believe is developing and to develop early market entry advantages with growing customers.
With adequate funding, we expect to undertake the following in connection with our plan:
1. Continue to hire staff for office administration and customer service and support.
2. Market our products and services, while adding new content to our website Wavelit.com.
Our budget and plan is based on our current assessment of costs and application to our plan. The ultimate amounts expended under this plan will be determined based on customer acceptance and the rate of adoption of the Wavelit Broadcast Network platform. Management reserves the right to reallocate as necessary, any amounts in any budget set out above, as circumstances warrant without notice or correction.
Marketing
Subject to adequate financial support, we have budgeted $100,000 for the development of marketing materials, including: (i) the updating of our web site at www.wavelit.com, (ii) the production of marketing and advertising materials, product support and training resources, and (iii) marketing of our products and services. We have engaged sales personnel for our marketing efforts, but will continue to rely on relationships and advertising through our customers under the slogan “Powered by Wavelit”. Given adequate funding, we expect to be able to engage additional marketing consultants and sales agents as required. We currently lack the financial resources to broaden our marketing efforts and fulfill this portion of our plan. A lack of financial resources will inhibit our plan and our marketing activities and may cause harm to our business and to the successful execution of our plan.
Sales & Technical Support
Wavelit provides professional levels of sales and technical support including regular product demonstrations through meetings and on the web via the Wavelit Broadcast Network. Wavelit’s technical support is available 24 hours a day, seven days a week.
Delivery and Distribution
Our systems and online services are established and maintained in our own and other co-location facilities and are accessible by our customers, 24 hours a day, 7 days a week via the Internet.
Development
Our development staff is responsible for our system operation and maintenance and for providing customer service to our existing customer base. Our development activities are currently focused on ongoing product improvement, system maintenance and upgrades, content encoding and development of the Wavelit.com web portal. We have set out our assessment of the costs for development below under the subheadings “Property and Plant” and “Employment”. Our existing infrastructure is adequate to meet our customers current and short term needs, however, our growth is ultimately dependent on increasing our delivery capabilities and our ability to support and service our customer’s needs.
Property or Plant
We currently lease our server co-location facility or “POP” in Los Angeles, we do not expect to make additional capital purchases in the near term.
Employment
On December 12, 2008, Kent Vaesen resigned from the offices of CEO and CFO and Henry Liguori assumed these two offices.
Henry Liguori’s education includes an undergraduate degree in Philosophy from St. Lawrence, Beacon, New York, a graduate degree in Theology from Immaculate Heart of Mary, Geneva, New York and a post graduate degree from Iona College, New Rochelle, New York. Following the completion of his formal education, Mr. Liguori served in the United States Navy, retiring as a Lieutenant Commander. After the end of Operation Desert Storm in the Persian Gulf War, Mr. Liguori ended his military career with the meritorious service medal having served the Navy, Marine Corps and Coast Guard both at home and abroad. Mr. Liguori has extensive experience as an administrator and consultant in the fields of education, business and many charitable organizations and has been offering consulting services in these fields since 1995.
In addition to our CEO/CFO, one full time Network Manager and one part-time programmer.
ITEM 2. DESCRIPTION OF PROPERTY
We currently lease property at 650 S. Grand Avenue, Los Angeles, California, 90017 for our POP facility, and at 7216 West Enterprise Drive, Las Vegas, Nevada, 89147 for our principal executive offices and our subsidiary’s development facilities.
ITEM 3. LEGAL PROCEEDINGS
We have settled litigation with AboveNet in the amount of $87,500 and have paid AboveNet in full. AboveNet was contracted to supply bandwidth to our POP facility in Los Angeles. AboveNet claimed payments due, and when left unpaid, filed suit in New York. Wavelit has settled out-of-court.
We have an on-going Wrongful Dismissal lawsuit filed by a previous consultant. Lawsuit filed in Vancouver, BC, Canada.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 20, 2007, a vote was put to the shareholders in order to change the corporate name from Infotec Business Systems, Inc to Wavelit, Inc., to approve a 30:1 reverse split of the authorized, issued and outstanding common shares and to increase the authorized common shares from 50,000,000 (post-split) to 250,000,000 authorized common shares. (as referenced by the Definitive 14C filing with the Securities and Exchange Commission on May 5, 2007 and the Form 8-K filing with the Securities and Exchange Commisssion on June 13, 2007.) The company received not less than 51% approval from its shareholders of record as at February 20, 2007.
On November 22, 2007, a vote was put to the shareholders in order to approve the Stock Purchase Agreement between Wavelit, Inc. and ATB Company, a Colorado corporation, in which Wavelit, Inc. will purchase 100% of the issued and outstanding shares of Precision Aviation, Inc., a Nevada corporation, for Forty Million (40,000,000) Wavelit, Inc. common shares. The company received not less than 51% approval from its shareholders of record as at November 22, 2007.
On February 10, 2009, a vote was put to the shareholders in order to approve “the spin-off of Wavelit, Inc.'s wholly-owned subsidiaries: Galaxy Networks, Inc. (Canada), Galaxy Networks, Inc. (USA) and Stream Horizon Studios Ltd. (Canada), resulting in the Wavelit, Inc. shareholders, on the Record Date, owning a direct interest in each of the three subsidiaries that is proportionate to their ownership in Wavelit, Inc.” The company received not less than 51% approval from its shareholders of record as at February 10, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock is traded over-the-counter on the OTC Electronic Bulletin Board under the symbol "WAVL" (formerly “IFTC”). The following table sets forth the high and the low bid quotations quarterly for our shares of common stock during the last two fiscal years ended April 30, 2009 and have been adjusted to reflect our 30:1 reverse split which took effect on June 8, 2007. The closing bid on July 31, 2009 is also shown. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
Period High Low
2009
4th Quarter
February 1, 2009 - April 30, 2009 $0.08 $0.03
3rd Quarter
November 1, 2008 - January 31, 2009 $0.09 $0.01
2nd Quarter
August 1, 2008 - October 31, 2008 $0.10 $0.05
1st Quarter
May 1, 2008 - July 31, 2008 $0.10 $0.06
2007
4th Quarter
February 1, 2008 - April 30, 2008 $0.14 $0.02
3rd Quarter
November 1, 2007 - January 31, 2008 $0.03 $0.01
2nd Quarter
August 1, 2007 - October 31, 2007 $0.10 $0.02
1st Quarter
May 1, 2007 - July 31, 2007 $0.55 $0.01
On July 31, 2009, the closing bid price for the common stock was $0.060.
There are approximately 350 holders of record of our common stock.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
The SEC has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock may be considered a "penny stock". As a result, it may be subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of our securities. In addition the broker-dealer must receive the purchaser's written consent to the transaction prior to the purchase. The broker-dealer must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of our shares to resell them. |
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The matters and items discussed in this annual report on Form 10-K are forward–looking statements that involve risks and uncertainties, other than historical and factual statements. Actual results of the company may differ materially from the results discussed in the forward-looking statements. Certain factors that could contribute to such differences are discussed with the forward-looking statements throughout this annual report.
The following discussion should be read together with the information contained in the consolidated financial statements and related notes included elsewhere in this annual report.
General
The company’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of disclosure of contingent assets and liabilities. On an on going basis, we evaluate these estimates, including those related to software development expenses, financing operations and contingencies and litigation. We base these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstance, the results of which form the basis for the making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe that the following critical accounting policies affect our more significant judgments’ and estimates used in the preparation of our consolidated financial statements.
We recognize revenues in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101. “Revenue recognition in Financial Statements”. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibles is reasonably assured.
Operation Development and Plan
We are an emerging development company. Wavelit has developed an Internet Content Delivery Network system to distribute extremely high quality video over existing networks for business and conventional home viewers. With the acquisition of Precison Aviation, Inc.(PAI), we have also added the unique ability to broadcast Live Aerial Video as well as other Aerial Surveillance Equipment. This is a unique development taking advantage of the latest technology.
The company is focused on the following markets:
-Enable live content to be broadcast from any location to 100’s of thousands of viewers.
-Offer civilian and military clients the ability use our PAI produced Unmanned Aerial Vehicles (UAVs) to broadcast Live Aerial Video over existing Internet Networks. These UAVs can fly via Auto-Pilot using the Global Positioning System (GPS).
-Our integrated solution is from industry experts-we are an Application Service Provider (ASP)
-Corporate communication to employees. (Multi-level marketing – narrowcasting)
-Pay-per-View broadcasting services globally.
-Enable e-learning (e.g. coaching videos-sports)
We offer fully integrated communications and learning solutions for modular suite of products including hardware, software, media creation and management, corporate communications and content delivery. Other strategic partnerships will be exploited in other key areas, especially content.
Our core product offerings are:
-PAI produced Unmanned Aerial Vehicles (for use in civilian and military aerial surveillance applications)
-ISP Service
-Encoder sales and global video broadcasting services
-Live video streaming and on-demand video hosting services
-Internet cable broadcaster
Our Vision is to market PAIs Unmanned Aerial Vehicles to both civilian and military clients, to deploy our Internet Video Encoder’s world wide enabling us to aggregate content which we will ultimately host on our Broadcast portal. The content will initially consist of a wildlife reality channel, (online Zoo – Wavelit.com). Several TV Channels, in multiple languages, and our own independent music artist’s video channel (www.nextposure.com). In time we will add more sports to our Pay-per-View model as well as international TV channels. Each of our channels will have multiple revenue streams to create basic advertising support to pay per view to subscriber fees.
This model has been tested using our EagleCam, our Africam and our PPV model on MMAWL.com. We have gained experience in selling advertising, selling Pay-per-View access, bandwidth requirements, exact costing, end user satisfaction and an accurate stream per daily viewer ratio. Our EagleCam has experienced a peak of 14,000,000 page loads per day, with up to 15,000 simultaneous broadband streams, as well as an impressive 500,000 unique visitors per day.
Our strengths and advantages:
There are many reasons why the Wavelit solution is setting the industry standard.
-We have many years of experience, with our existing customer base.
-The Wavelit network is designed with Streaming media in mind, the focus of our content delivery system, is Streaming media servers, and traffic throughput.
-Our ability and expertise, through PAI, to design, build and market Unmanned Aerial Vehicles for use in Aerial Video Surveillance and other Aerial Surveillance applications.
-The ease of use of the Wavelit Encoder product, which has already enabled a variety of live experiences including; live casting sessions, wildlife experiences, conference streaming, live TV streams and live sporting events.
-Experienced in generating advertising-based revenues from the broadcasting of free access live “webcams” on www.Wavelit.com as well as experienced in generating Pay-per-View revenues from broadcasting fee based special events/sporting events on www.MMAWL.com.
Results of Operations
Our April 30, 2009 audited consolidated financial statements have been prepared on the basis of the accounts and operations of Galaxy Networks Inc. from incorporation, December 13, 2002 to April 30, 2009 and incorporate the accounts and operations for Wavelit, Inc. (formerly Infotec Business Systems, Inc.), Precision Aviation Inc., Galaxy Networks Inc., Stream Horizon Studios Ltd. (formerly “Infotec Business Strategies, Inc.”) and Galaxy US Networks Inc. (formerly “Eventec Inc.”) from December 13, 2002 to April 30, 2009. |
For the year ended April 30, 2009, we incurred a loss from operations of $1,219,417. Revenues, net of costs of goods sold were a loss of $120,693 in the period. Our principal areas of expenditure during the period were for Accounting and Legal fees of $34,208, management fees of $167,500, subcontractor fees of $840,343, and interest charges of $91,542. Accounting and Legal fees, administration and management fees reflect costs incurred for initial regulatory filings and executive staffing respectively.
Liquidity and Capital Resources |
As of April 30, 2009, we had an accumulated deficit of $6,442,860. Our working capital deficit at April 30, 2009 was $1,558,906. The accumulated deficit and our working capital was funded by proceeds from the issuance of common shares, advances from related parties and accounts payable to suppliers. |
Our working capital is currently insufficient to sustain our current operations. Our operations are currently dependent on our supplier’s willingness and ability to continue to provide services without some assurance of payment. Our plan is to seek additional funding and business relationships.
While management believes that sales revenues can be grown and that ultimately profitable operations can be attained in the future, there is no assurance that sales revenues will be maintained or grown or that they will ultimately be of a level required to generate profitable operations or provide positive cash flow. We are unable to predict at this time the exact amount of any additional working capital we will require to fund the implementation of our business plan and achieve cash flow sufficient to sustain operations and achieve profitability. To fund our operations and more fully implement our business plan, we may seek additional capital in the private and/or public equity markets through the sale of equity or debt securities. If we receive additional funds through the issuance of equity securities, however, our existing stockholders may experience significant dilution. If we issue new securities, they may contain certain rights, preferences or privileges that are senior to those of our common stock. Moreover, we may not be successful in obtaining additional financing when needed or on terms favorable to our stockholders. As we have no commitments from any third parties to provide additional equity or debt funding, we cannot provide any assurance that we will be successful in attaining such additional funding.
We currently market a range of products and services, however, we have limited revenues and limited operating history from which to assess our operations. Due to our lack of revenue-production history and our lack of contractual commitments to generate profits, there is no basis at this time for investors to make an informed determination as to the prospects for our future success. For this reason and, as we have not achieved profitable operations and require additional capital to achieve our objectives, our auditors have included in their report covering our financial statements for the period from incorporation to April 30, 2009, that there is substantial doubt about our ability to continue as a going concern. |
As noted throughout this annual report, Wavelit, Inc. (formerly Infotec Business Systems, Inc.), is an emerging development stage company and accordingly, there are many risks that affect our operations and our ultimate viability. It is not possible, however, to foresee all risks which may affect us. Moreover, we cannot predict the magnitude of each risk nor can we predict whether we will successfully effectuate our current business plan. Each prospective investor is encouraged to carefully analyze the risks and merits of an investment in our securities and to take into consideration when making such analysis, among others, the financial risks discussed under the subheading "Liquidity and Capital Resources" above and the additional risk factors we have set out below. |
Operating History - We are presently in the process of marketing products and services which we have developed or acquired. We have only a limited operating history from which investors can evaluate our future business prospects or management’s performance. As a result, you have no reliable means to determine whether you should make an investment in this company. |
Marketable Products - In order to sell our products and services, we must demonstrate to potential customers that we have systems and services that are functional, supported, cost effective and address their needs. We have developed products and services which we have introduced and from which we are receiving sales revenues. At present however, we have only limited history in offering and supporting these product offerings. If products and services we offer do not meet customer needs and if customers are not convinced we can maintain, support and upgrade our offerings in future, or if our products contain product flaws or bugs, we will not be able to successfully market our products and services or earn revenues. |
Staff Availability - In addition to our CEO, we currently employ a Network Manager and contract a web programmer and web developer. We currently have employment agreements with the directors, officers and employees we depend on for the successful implementation of our plan. |
Competition - We face competition from a wide range of firms in the streaming media and hosting services industry. These companies include large, well established and financially stronger companies. We do not currently have resources to compete and may never have sufficient funds to be able to refine our offerings and successfully market our offerings so that we may become a factor in the industry. These competitive disadvantages represent another factor which may cause investors in our securities to lose the value of their investment. |
Management Control - Current management owns or controls approximately 0.00% of the outstanding shares of our common stock. |
ITEM 7. FINANCIAL STATEMENTS.
Page
Annual Audited Financial Statements |
Report of Independent Registered Public Accounting Firm F -1 | |
Consolidated Financial Statements |
Consolidated Balance Sheets F2 | |
Consolidated Statements of Operations | F-3 |
Consolidated Statement of Stockholders’ Equity (Deficit) | F-4 |
Consolidated Statements of Cash Flows | F-5 |
Notes to Consolidated Financial Statements | F-6 - F-10 |
F1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries
We have audited the accompanying consolidated balance sheets of Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries (a development stage company) (the Company) as of April 30, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from inception (December 13, 2002) through April 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal controls over financial reporting as basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wavelit, Inc. and Subsidiaries as of April 30, 2009 and 2008, and the results of its operations and cash flows for the years then ended and for the period from inception (December 13, 2002) through April 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed further in Note 3, the Company has been in the development stage since its inception (December 13, 2002) and continues to incur significant losses. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Mendoza Berger & Company, LLP
/s/ Mendoza Berger & Company, LLP
August 12, 2009
Irvine, California
F2
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries | | |
(A Development Stage Company) | | |
Consolidated Balance Sheets | | |
| | | April 30 |
| | | 2009 | 2008 |
| | | | |
| Assets | | |
| | | | |
| Current Assets | | |
| Cash | | $ - | $ 894 |
| Accounts receivable | 20,142 | 29,360 |
| Inventory | 144,007 | - |
| Prepaid expenses (Note 4) | 129,271 | 210,444 |
| | | | |
| Total Current Assets | 293,420 | 240,698 |
| | | | |
| Property and Equipment (Note 3(d) and 10) | 380,959 | 416,325 |
| Accumulated Depreciation | (162,207) | (143,929) |
| Net Property and Equipment | | 218,752 | 272,396 |
| | | | |
| Intangible Assets (Note 3(e)) | | 9,881 | 10,782 |
| Accumulated Amortization | | (2,096) | (1,820) |
| Net Intangible Assets | | 7,785 | 8,962 |
| | | | |
| Goodwill (Note 5) | | 417,574 | 417,574 |
| | | | |
| Total Assets | $937,532 | $ 939,630 |
| | | | |
| Liabilities and Stockholders’ Equity (Deficit) | | |
| | | | |
| Current Liabilities | | |
| Bank overdraft | $ 344 | $ - |
| Accounts payable | 270,000 | 262,495 |
| Accounts payable – related party (Note 11(c)) | 1,472,427 | 495,891 |
| Loans Payable to Shareholders (Note 6) | 109,555 | 118,235 |
| Due to related party (Note 10) | - | - |
| Compensation Payable (Note 9) | - | 13,952 |
| | | | |
| Total Current Liabilities | 1,852,326 | 890,573 |
| | | | |
| Long Term Liabilities | | | |
| Convertible Debentures to Shareholders (Note 6 and 11(c)) | 1,372,734 | 1,848,200 |
| Due to related party (Note 10) | - | 42,000 |
| Total Long Term Liabilities | 1,372,734 | 1,890,200 |
| | | | |
| Stockholders’ Equity (Deficit) | | |
| Preferred stock, voting; $0.001 par value; 375,000,000 shares authorized; | |
| no shares issued and outstanding at April 30, 2009 and | | |
| 2008, respectively | - | - |
| Common stock, voting; $0.001 par value; 250,000,000 shares authorized; | |
| 80,469,940 and 46,319,940 shares issued and outstanding at | | |
| April 30 2009 and 2008, respectively | 80,470 | 46,320 |
| Additional paid in capital | 4,143,452 | 3,559,960 |
| Accumulated other comprehensive income | (68,591) | (27,171) |
| Deficit accumulated during the development stage | (6,442,860) | (5,420,252) |
| | | | |
| Total Stockholders’ Equity (Deficit) | (2,287,528) | (1,841,143) |
| | | | |
| Total Liabilities and Stockholders’ Equity | __$937,532 | ______$939,630 |
(The accompanying notes are an integral part of these financial statements) |
F3
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries |
(A Development Stage Company) | | | |
Consolidated Statements of Operations | | Cumulative |
| | | amount |
| | | from inception |
| | | (December 13, |
| | | 2002 |
| For the year ended | through |
| April 30, 2009 | April 30,2008 | April 30, 2009 |
| | | |
Revenues | $27,752 | $167,034 | $1,121,905 |
| | | |
Revenues from related parties (Note 11(b)) | - | - | 1,676 |
| | | |
Cost of goods sold | (120,693) | (260,010) | (942,214) |
| | | |
Gross Profit | (92,941) | (92,976) | 181,367 |
| | | |
Expenses | | | |
Accounting and Legal | 34,208 | 180,813 | 492,930 |
Administration Fees | - | - | 830,879 |
Acquisition fees | - | - | 90,000 |
Advertising & Promotion | 5 | 2,688 | 14,468 |
Interest, Tax & Bank Charges | 91,851 | 139,295 | 384,734 |
Depreciation | 33,588 | 25,749 | 169,173 |
Development Costs | - | 11,963 | 71,268 |
Management Fees (Note 11(a)) | 167,500 | 196,765 | 1,070,934 |
Licenses, Press Release Fees & Dues | 1,527 | 6,646 | 49,619 |
Office and telephone | 134 | 21,591 | 107,300 |
Rent and Insurance | 2,101 | 104,556 | 283,467 |
Subcontracts | 840,343 | 336,212 | 1,536,423 |
Travel | - | 9,165 | 80,590 |
Wages and Benefits | 1,440 | 54,519 | 284,157 |
Bad Debts | - | - | 267,934 |
Total Expenses | 1,172,697 | 1,089,962 | 5,733,876 |
| | | |
Operating Loss | (1,265,639) | (1,182,938) | (5,552,509) |
| | | |
Other income and Expenses | | | |
Loss/Gain on Foreign Exchange | 4,222 | (2,369) | 83,072 |
Debt Forgiveness | 42,000 | 81,026 | 387,882 |
Discontinued Operations (Note 5) | - | - | (738,692) |
Impairment of Goodwill | - | - | (165,000) |
| | | |
Net loss before taxes | (1,219,417) | (1,104,281) | (5,985,247) |
| | | |
Provision for income taxes (Note 8) | - | - | - |
| | | |
Net Loss | $(1,219,417) | $(1,104,281) | $(5,985,247) |
| | | |
Net Loss Per Share (Basic and Diluted) | $ (0.015) | $ (0.05) | |
Weighted Average Shares Outstanding (Basic and Diluted) | 61,803,781 | 23,692,176 | |
(The accompanying notes are an integral part of these financial statements)
F 4
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries | | | |
(A Development Stage Company) | | | | |
Consolidated Statements of Stockholders’ Equity (Deficit) | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Deficit | | | |
| | Preferred Stock | | Common Stock | | | | | | accumulated | | | |
| | | | | | | | | | | | | | during | | Total | |
| | | | | | | | | | | | Compre- | | the | | stockholders’ | |
| | Number of | | | | Number of | | | | Paid-in | | hensive | | development | | equity | |
| | shares | | Amount | | shares | | Amount | | capital | | income | | stage | | (deficit) | |
| | | | | | | | | | | | | | | | | |
Balance at inception - December 13, 2002 | | | - | | $ | - | | | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | | - | | | - | | | 500,000 | | | 500 | | | (338 | ) | | - | | | - | | | 162 | |
Equipment | | | - | | | - | | | 666,667 | | | 667 | | | (15,884 | ) | | - | | | - | | | 16,551 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for cash: | | | | | | | | | | | | | | | | | | | | | | | | | |
December 14, 2002 | | | - | | | - | | | 500,000 | | | 500 | | | (12,465 | ) | | - | | | - | | | 12,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (12,172 | ) | | (12,172 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | | - | | 742 | | | - | | | 742 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (11,430 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - April 30, 2003 | | | - | | | - | | | 1,666,667 | | | 1,667 | | | (16,581 | ) | | 742 | | | (12,172 | ) | | 18,248 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (10,525 | ) | | (10,525 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | (165 | ) | | - | | | (165 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (10,690 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - April 30, 2004 | | | - | | | - | | | 1,666,667 | | | 1,667 | | | 28,011 | | | 577 | | | (22,697 | ) | | 7,558 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition | | | - | | | - | | | 1,529,167 | | | 1,529 | | | 7,143 | | | - | | | (241,786 | ) | | (233,114 | ) |
Services | | | - | | | - | | | 41,667 | | | 42 | | | 89,958 | | | - | | | - | | | 90,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for settlement of | | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting fees | | | - | | | - | | | 137,500 | | | 138 | | | 112,062 | | | - | | | - | | | 112,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (133,502 | ) | | (133,502 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | 2,371 | | | - | | | 2,371 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (131,131 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - April 30, 2005 | | | - | | | - | | | 3,375,000 | | | 3,375 | | | 240,550 | | | 2,948 | | | (397,985 | ) | | (154,487 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | |
Private placement for cash | | | - | | | - | | | 166,667 | | | 167 | | | 249,833 | | | - | | | - | | | 250,000 | |
Business acquisition (Note 12(b)) | | | - | | | - | | | 416,667 | | | 417 | | | 749,583 | | | - | | | - | | | 750,000 | |
Share purchase agreement (Note 12(c)) | | | - | | | - | | | 91,667 | | | 92 | | | 164,908 | | | - | | | - | | | 165,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,612,267 | ) | | (1,612,267 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | 11,166 | | | - | | | 11,166 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,601,151 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance – April 30, 2006 | | | - | | $ | - | | | 4,050,000 | | $ | 4,050 | | $ | 1,401,500 | | $ | 14,114 | | $ | (2,010,252 | ) | $ | (590,588) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | |
Consulting Agreement (Note 12(e)) | | | - | | | - | | | 103,333 | | | 103 | | | 92,897 | | | - | | | - | | | 93,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting Agreements (Note 12(f)) | | | - | | | - | | | 229,791 | | | 230 | | | 220,369 | | | - | | | - | | | 220,599 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Content Agreement (Note 12(g)) | | | - | | | - | | | 333,333 | | | 333 | | | 319,667 | | | - | | | - | | | 320,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Employment Agreement (Note 12(h)) | | | - | | | - | | | 666,667 | | | 667 | | | 799,333 | | | - | | | - | | | 800,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,893,084 | ) | | (1,893,084 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | (14,258 | ) | | - | | | (14,258 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,907,342 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance – April 30, 2007 | | | - | | $ | - | | | 5,383,069 | | $ | 5,383 | | $ | 2,888,959 | | $ | (144) | | $ | (3,979,514 | ) | $ | (1,085,318 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting Agreement (Note 12(k)) | | | - | | | - | | | 936,876 | | | 937 | | | 17,800 | | | - | | | - | | | 18,737 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock Purchase Agreement (Note 12(l)) | | | - | | | - | | | 40,000,000 | | | 40,000 | | | 480,000 | | | - | | | - | | | 520,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,104,281 | ) | | (1,104,281 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | (27,028 | ) | | - | | | (27,028 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,131,309 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance – April 30, 2008 | | | - | | $ | - | | | 46,319,945 | | $ | 46,320 | | $ | 3,386,759 | | $ | (27,172) | | $ | (5,420,252 | ) | $ | (1,841,143 | ) |
Stock issued for: | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Asset Purchase Agreement (Note 12(m)) | | | - | | | - | | | 8,500,000 | | | 8,500 | | | 694,635 | | | - | | | - | | | 703,135 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting Agreement (Note 12(n)) | | | - | | | - | | | 5,100,000 | | | 5,100 | | | 45,900 | | | - | | | - | | | 51,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Employment Agreement (Note 12(o)) | | | - | | | - | | | 10,000,000 | | | 10,000 | | | 90,000 | | | - | | | - | | | 100,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting Agreement (Note 12(p)) | | | - | | | - | | | 1,000,000 | | | 1,000 | | | 9,000 | | | - | | | - | | | 10,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Resignation Agreement (Note 12(q)) | | | - | | | - | | | 1,050,000 | | | 1,050 | | | 51,450 | | | - | | | - | | | 52,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Debenture Conversions (Note 12(r)) | | | - | | | - | | | 17,000,000 | | | 17,000 | | | 408,000 | | | - | | | - | | | 425,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Share Cancelation (Note 12(s)) | | | - | | | - | | | (8,500,000) | | | (8,500) | | | (694,635) | | | - | | | - | | | (703,135) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,219,417 | ) | | (1,219,417 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment for | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | - | | | - | | | - | | | - | | | (41,419) | | | - | | | (41,419) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive Gain(Loss) | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 175,951 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance – April 30, 2009 | | | - | | $ | - | | | 80,469,945 | | $ | 80,470 | | $ | 3,991,109 | | $ | (68,591) | | $ | (6,639,669 | ) | $ | (2,287,528 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(The accompanying notes are an integral part of these financial statements) | |
F5
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries | | | |
(A Development Stage Company) | | | |
Consolidated Statements of Cash Flows | | | |
| | | Cumulative |
| | | amount from |
| | | inception |
| | | (December 13, 2002 to April 30, |
| For the year ended |
| April 30, |
| 2009 | 2008 | 2009) |
| | | |
Cash Flows From Operating Activities | | | |
Net Loss | ($1,219,417) | ($1,104,281) | ($5,946,272) |
Adjustments to reconcile net loss to cash | | | |
Depreciation | 33,588 | 25,749 | 135,197 |
Acquisition fees | - | - | 90,000 |
Impairment of goodwill | - | - | 165,000 |
Written off goodwill / Discontinued operations | - | - | 738,692 |
Changes in working capital items | | | |
Increase (decrease) in bank overdraft | 1,238 | (10,412) | (344) |
Increase (decrease) in accounts payable | 7,505 | 28,832 | 270,000 |
Increase (decrease) in accounts payable- related party | 976,536 | (443,112) | 1,472,427 |
Increase in unearned revenue | - | - | - |
Increase in due to related parties | - | - | - |
Increase (decrease) in compensation payable | (6,976) | (6,976) | - |
(Increase) decrease in accounts receivable | 9,218 | 44,787 | (20,142) |
(Increase) decrease in accounts receivable- related party | - | - | - |
(Increase) Decrease in prepaid expenses | 81,173 | 204,026 | (129,271) |
| | | |
Net Cash Provided By (Used in) | | | |
Operating Activities | (117,135) | (1,261,387) | (3,224,713) |
| | | |
Cash Flows to Investing Activities | | | |
| | | |
Acquisition of property and equipment | 35,366 | (179,431) | (380,959) |
Acquisition of intangible assets | 900 | (5,536) | (9,881) |
| | | |
Net Cash Used in Investing Activities | $ 36,266 | (184,967) | $ (390,840) |
| | | |
Cash Flows from Financing Activities | | | |
Increase in loans payable to stockholders | (475,466) | 505,247 | 1,372,734 |
Cash received in recapitalization | - | - | 1,353 |
Proceeds from issuance of common stock | 592,384 | 18,737 | 2,287,528 |
| | | |
Net Cash provided by Financing Activities | 116,918 | 523,984 | 3,661,615 |
| | | |
Increase (Decrease) in Cash in the Period | (1,238) | 894 | (344) |
| | | |
Comprehensive gain (loss) on translation | - | - | - |
| | | |
Cash - Beginning of Period | 894 | - | 894 |
| | | |
Cash - End of Period | $ - | $894 | - |
| | | |
| | | |
Non-Cash Financing Activities | | | |
Common shares issued for equipment | $ - | - | $93,193 |
| | | |
Supplementary Disclosure of Non-Cash Items | | | |
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Net liabilities assumed in recapitalization | $ - | $ - | $(234,467) |
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Issuance of common stock for purchase goodwill | $ - | $ - | $ 838,358 |
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Issuance of common stock for services | $ - | $ - | $ 1,340,599 |
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Issuance of common stock for consulting | $ - | $ 18,737 | $223,937 |
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(The accompanying notes are an integral part of these financial statements) |
F6
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
1. Development Stage Company
Wavelit, Inc. (formerly Infotec Business Systems, Inc.) a Nevada corporation, incorporated October 1, 2001 and its wholly owned subsidiaries Precision Aviation Inc., a Nevada corporation incorporated October 5, 2006, Galaxy Networks Inc., a British Columbia corporation incorporated December 13, 2002, Stream Horizon Studios Ltd. (formerly “Infotec Business Strategies, Inc.”), a British Columbia corporation incorporated August 30, 2001 and Galaxy US Networks Inc, (formerly “Eventec Inc.”), a Nevada corporation incorporated April 25, 2003, (herein collectively referred to as “Wavelit” or as the “Company”) is a development stage company engaged in the business of commercializing digital media encoder technology through the development of strategic alliances with major video producers.
The Company is engaged in the development of third generation Internet Services. The development is currently focused on Streaming Video.
2. Going Concern
In a development stage company, management primarily devotes most of its activities to establishing a new business, the development of a detailed business plan, marketing strategy and the raising of funds required to develop and operate the business successfully. Planned principal activities have not yet produced material revenues and the Company has suffered recurring operating losses as is normal in development stage companies. These factors raise doubt about the Company’s ability to continue as a going concern.
The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from affiliates and/or controlling shareholders, and develop a market for its products.
In order to meet expenses over the next twelve months the Company is actively searching for additional equity financing. The financial statements do not include any adjustments which might result from these uncertainties.
3. Summary of Significant Accounting Policies
(a) Principals of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries since the Company’s inception on December 13, 2002. All significant intercompany accounts and transactions have been eliminated.
(b) Development Stage Company
The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and has only recently commenced its planned principal operations. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
(c) Software Development Costs
Software development costs are charged to expense as incurred unless the development project meets the criteria under United States generally accepted accounting principles for capitalization. Capitalization of software development costs begins upon the establishment of technological feasibility and ceases when the product is available for general release. The Company has no capitalized software development costs at April 30, 2009 and 2008 respectively.
(d) Property and Equipment
Computer equipment, office equipment and demonstration equipment are stated at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. The estimated useful lives are.
| Office equipment - computers | 3 years |
| Office equipment - other | 5 years |
| Demonstration equipment | 3 years |
| Server systems | 5 years |
| Software | 1 years |
| Studio equipment | 5 years |
| Leasehold Improvements | Over the term of the lease |
(e)Goodwill and Other Intangible Assets
Goodwill and other Intangible Assets are accounted for in accordance with the Statements of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”. Intangible Assets are recorded at cost and where appropriate, amortized over the estimated lives of the related intangible assets using the straight line method. The estimated life of IP addresses has been determined to be three years from the date of the Company’s acquisition. Goodwill is recorded at cost. Management reviews the carrying cost of goodwill during the Company’s fiscal year, at such times as changes in the underlying assumptions as to the future value of goodwill arise.
(f) Impairment of Long Lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business or a significant change in the operations of an acquired business. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying value of the assets exceeds its fair value. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the assets. Assets to be disposed of are separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and are no longer depreciated.
(g) Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per shares (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.
(h) Foreign Currency Transactions/Balances
Part of the operations of the Company are located in British Columbia, Canada and its functional currency is the Canadian dollar. These financial statements where applicable have been translated using the current method whereby monetary assets and liabilities are translated at the year end exchange rate, capital accounts are at historic exchange rates and revenues and expenses at the average exchange rate for the period.
(i) Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable, and accounts payable. The estimated fair value of these financial instruments approximate their carrying values, unless otherwise noted.
3. Summary of Significant Accounting Policies (continued)
(j) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.
(k) Revenue Recognition
The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 (“SAB 101”), “Revenue Recognition in Financial Statements”. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured.
(l)Software Development Costs
Software development costs are charged to expense as incurred unless the development project meets the criteria under United States generally accepted accounting principles for capitalization. Capitalization of software development costs begins upon the establishment of technological feasibility and ceases when the product is available for general release. The Company has no capitalized software development costs at April 30, 2009 and April 30, 2008 respectively.
(m) Income Taxes
Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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.
(n) Recent Pronouncements
All recent accounting pronouncements have been applied as appropriate. The Company has taken into account all other recent pronouncements and has determined that they have no effect on the Company's consolidated financial statements.
4. PrePaid Expenses
On January 29, 2007, the company entered into into a World Wide International Development Agreement with MMAWL.com, Wallid Ismail and Wallid Ismail Promocoes E Eventos Ltda-Epp (“Wallid”), wherein Wallid will provide us with martial arts athletic entertainment for streaming on the internet for a period of three years expiring on January 29, 2010. The company agreed to issue 10,000,000 shares to Wallid Ismail as a signing bonus in connection with the World Wide International Development Agreement dated January 29, 2007. Shares were issued February 28, 2007 at a price of $0.032 per share. The total value of $320,000 is being treated as a Prepaid Expense and will be amortized over the term of the contract.
On November 1, 2007, the company entered into a Consultant Advisor Agreement with Peter Lindhout wherein Mr Lindhout is to research and develop acquisition targets and make introductions to privately held corporations to facilitate acquisitions. The company issued 936,876 shares to Mr. Lindhout (valued at $18,737 according to the November 1st closing price of $0.02). As of the filing of this quarterly report, these consulting services have not been provided by Mr. Lindhout.
5. Goodwill
The changes in the carrying amount of goodwill for the year ended April 30, 2009 are as follows:
Balance as at April 30, 2008 | | $ | - | |
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Acquisition of Precision Aviation, Inc. | | | 417,574 | |
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Balance as at April 30, 2009 | | $ | 417,574 | |
6. Loans Payable to Stockholders
Loans to the Company by stockholders are non-interest bearing and have no fixed date for repayment. The total amount advanced at April 30, 2009 and April 30, 2008 was $1,372,734 and $1,848,200 respectively. Convertible Debentures were converted into common shares by the following Shareholders: Edward Clunn $175,000 face value converted to 7,000,000 common shares; Bram Solloway $125,000 face value converted to 5,000,000 common shares; Carol Shaw $75,000 face value converted to 3,000,000 common shares; Robert Danvers $50,000 face value converted to 2,000,000 common shares.
7. Compensation Payable
The total amount of compensations payable at April 30, 2009 and April 30, 2008 was $0 and $13,952 respectively.
8. Income Taxes
The components of the deferred tax assets are as follows at April 30:
2009 0; 2008
Deferred tax assets:
Net non-capital loss carry-forward $ 99,000 $ 99,000
Net operating loss carry-forward 1,584,000 1,584,000
Depreciation/Amortization allowance 47,000 47,000
Valuation allowance (1,730,000) & #160; (1,730,000)
Net deferred tax assets $ - 60; $ -
The Company had available approximately $5,014,000 of unused net operating loss carry-forwards at April 30, 2009 that may be applied against future United States taxable income. These net operating loss carry-forwards expire for Federal purposes through 2025. There is no assurance that the Company will realize the benefit of the net operating loss carry-forwards.
The Company had available approximately $288,000 unused non-capital loss carry-forwards at April 30, 2009, that may be applied against future Canadian taxable income. These non-capital loss carry- forwards expire through 2015. There is no assurance that the Company will realize the benefit of the net-capital loss carry-forwards.
Change in ownership provisions may limit the benefits from net operating losses and non-capital losses carried for both United States and Canadian tax purposes. The impact of any limitations that may be imposed have not been determined.
SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. At April 2009 and 2008, valuation allowances for the full amount of the net deferred tax assets were established due to the uncertainties as to the amount of the taxable income that would be generated in future years.
Reconciliation of the difference between statutory tax rate and the effective income tax rate is as follows:
2009 2008
Statutory Canadian tax (benefit) rate (34.5)% (34.5)%
United States (benefit) rate (34.0)% (34.0)%
Valuation allowance 68.5 % 68.5 %
Effective income tax rate 0.0 % 0.0 %
9. Property and Equipment
Property and equipment comprise: April 30,
2009 2008
Computer equipment and software $301,419 $209,908
Demonstration equipment 2,635 2,635
Studio Equipment 71,690 71,690
Office equipment 5,215 5,215
380,959 416,325
Less accumulated depreciation 162,207 143,929
$218,752 $272,396
Depreciation expense at April 30, 2009 and April 30, 2008 was $33,588 and $25,749 respectively.
10. Due to Related Party
Advances made by a director to the Company are non-interest bearing and have no fixed date for repayment. The total amount advanced at April 30, 2009 and 2008 was $0 and $42,000 respectively.
11. Related Party Transactions
During the years ended April 30, 2009 and 2008, the Company entered into transactions (recorded at exchange values) with related parties as follows:
(a)
Management Fees | April 30, 2009 | April 30,2008 |
(current) President/CEO – K.Vaesen | $ 37,500 | $ 19,985 |
(past) President/CEO – A.Griffiths | - | 65,954 |
VP Technology – E.Clunn | - | 44,721 |
VP Finance – R.Clarke | - | 35,595 |
VP Operations – L.Milne | - | 30,510 |
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| $ 37,500 | $ 196,765 |
(b)Revenues include $0 and $0 received or receivable from companies with directors in common for the years ended April 30, 2009 and 2008 respectively.
(c)Accounts payable to Stockholders at April 30, 2009 and 2008, include the amount of $1,372,734 and $1,848,200 respectively, due to a shareholder and former officer of the Company and to companies related to a stockholder and former officer of the Company. See Note 6 – Loans Payable to Shareholders.
12. Capital Stock
| (a) | On September 16, 2005, the Company completed a private placement of 2,000,000 (5,000,000 post-split) shares of common stock at a price of $0.125 per share for cash proceeds of $250,000. |
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| (b) | On September 30, 2005, the Company issued 5,000,000 (12,500,000 post-split) common shares in exchange for the business and assets of Stream Horizon Media at a price of $0.06 per share for a cash proceeds of $750,000 |
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| (c) | On September 30, 2005 the Company issued 1,100,000 (2,750,000 post-split) common shares in exchange for the prior development and assets of ebahn Television Network Corp., for an aggregated consideration of $165,000. |
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| (d) | On October 18, 2005 the Company effected a forward split of its capital stock on a 2.5:1 basis so that the 450,000,000 shares authorized (300,000,000 common shares and 150,000,000 preferred shares) and 48,600,000 shares of common stock issued, were increased to 1,125,000,000 shares authorized (750,000,000 common shares and 375,000,000 preferred shares) and 121,500,000 shares of common stock issued. Par value of the preferred and common stock remained unchanged at $0.001. All figures in these financial statements, including comparative information have been updated to give effect to the forward 2.5:1 split. |
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| (e) | On November 6, 2006, we issued 3,100,000 shares of our company to two consultants, Paul Marek and Peter Lindhout, pursuant to consulting agreements dated November 6, 2006. |
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| (f) | On February 6,2007, we filed form S-8 in relation to our 2007 Stock Plan and authorized 35,000,000 pre-split (1,166,667 post 30:1 split) common shares. We issued 6,893,719 pre-split (229,791 post 30:1 split) common shares to employees and contractors for past and future services to the company. Total value of services $220,599. On February 28, 2007, we have issued common stock to the following service providers/contractors/employees: OC3 Networks (Ilan Mishan), 2,037,063 shares for $65,186; M. Barhonovich, 2,562,500 shares for $82,000; D. McIlroy, 669,156 shares for $21,413; S. McKiernan Law, 625,000 shares for $20,000; A.Bacon, 500,000 shares for $16,000; P. Harris, 500,000 shares for $16,000. |
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| (g) | On January 29, 2007, the company entered into into a World Wide International Development Agreement with MMAWL.com, Wallid Ismail and Wallid Ismail Promocoes E Eventos Ltda-Epp (“Wallid”), wherein Wallid will provide us with martial arts athletic entertainment for streaming on the internet for a period of three years expiring on January 29, 2010. The company agreed to issue 10,000,000 shares to Wallid Ismail as a signing bonus in connection with the World Wide International Development Agreement dated January 29, 2007. Shares were issued February 28, 2007 at a price of $0.032 per share. Total value of $320,000 is being treated as a PrePaid Expense and will be expensed over the term of the contract. |
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| (h) | On April 1, 2006 and amended January 29, 2007, the company entered into an Executive Employment Agreement with Arthur Griffiths for the position of President and Chief Executive Officer. As a signing bonus, the contract grants 20,000,000 pre-split common shares (666,667 post 30:1 reverse split). Shares were issued February 28, 2007. |
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| (i) | On June 8, 2007, the Company effected a name change to Wavelit, Inc. and a reverse split of its common stock on a 30:1 basis so that the 1,250,000,000 shares authorized (750,000,000 common shares and 375,000,000 preferred shares) and 161,493,721 shares of common stock issued, were decreased to 400,000 shares authorized (25,000,000 common shares and 375,000,000 preferred shares) and 5,383,069 shares of common stock issued. The company then increased its authorized common stock to 250,000,000 effective June 8, 2007. Par value of the preferred and common stock remained unchanged at $0.001. All figures in these financial statements, including comparative information have been updated to give effect to the reverse 30:1 split. |
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| (k) | On November 1, 2007, the company entered into a Consultant Advisor Agreement with Peter Lindhout wherein Mr Lindhout is to research and develop acquisition targets and make introductions to privately held corporations to facilitate acquisitions. The company issued 936,876 shares to Mr. Lindhout (valued at $18,738 according to the November 1st closing price of $0.02). As of the filing of this quarterly report, these consulting services have not been provided by Mr. Lindhout. |
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| (l) |
On November 22, 2007, the company completed a Stock Purchase Agreement with ATB Company wherein the company acquired 100% of Precision Aviation, Inc. The company issued 40,000,000 restricted WAVL shares to ATB Company placing ATB as majority shareholder of the company. The company also entered into a Memorandum of Understanding with ATB Company wherein ATB Company will invest additional funds to be directed towards the company’s accrued debts.
(m) On July 24, 2008, Precision Aviation, Inc., wholly owned subsidiary of Wavelit, Inc., acquired manufacturing equipment, materials and inventory, as well as a facility located in Lewisville, Texas, from Electro Aero Modelling, Inc., (EAM) a Texas corporation, in an all WAVL stock transaction. The company issued 8,500,000 restricted WAVL shares to EAM for $703,135 value of assets purchased.
(n) On October 31, 2008, Wavelit, Inc. entered into multiple consulting services contracts payable in restricted WAVL shares. Total shares issued 5,100,000 for services to be performed between November 1, 2008 and April 30, 2008. Total value of services is $51,000.00 held as PrePaid Expenses and shall be expenses over the six month period.
(o) On November 30, 2008, Wavelit, Inc. issued common shares due under May 1, 2008 amended employment contract with CEO Kent Vaesen. Total shares issued 10,000,000 common shares for services performed. Total value of services is $100,000.00 expensed as Management Fees during this fiscal year.
(p) On November 30, 2008, Wavelit, Inc. entered into a consulting contract payable in restricted WAVL shares. Total shares issued 1,000,000 for services to be performed between November 1, 2008 and April 30, 2009. Total value of services is $10,000.00 expensed as Subcontract Fees.
(q) On February 19, 2009, Wavelit, Inc. issued restricted WAVL shares on behalf of its wholly-owned subsidiary Precision Aviation Inc. for the Resignations of its two directors. Total shares issued 1,050,000. Total value of services is $52,500.00 expensed within Precision Aviation’s books and records.
(r) Between February 23, 2009 and March 4, 2009, Wavelit, Inc. converted Debentures held by Ed Clunn, Carol Shaw, Robert Danvers and Bram Solloway. Total shares issued 17,000,000. Total value of Debentures converted is $425,000.00.
(s) On March 18, 2009, Wavelit, Inc. cancelled shares issued to Electro Aero Modelling (EAM) and David Roberts as Wavelit’s wholly-owned subsidiary Precision Aviation Inc. cancelled the July 24, 2008 Asset Purchase Agreement. Total shares cancelled and returned to treasury 8,500,000. |
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 8A. CONTROLS AND PROCEDURES |
Our Chief Executive Officer and VP of Finance (collectively, the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for us. Based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing of this annual report, and subject to the limitations noted hereinafter, the Certifying Officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this annual report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.
The Certifying Officers have also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no corrective actions with regard to significant deficiencies and material weaknesses. |
Our management, including each of the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. |
The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 8B. OTHER INFORMATION |
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT |
| The following table sets forth the names, positions and the ages of our directors and executive officers. Directors are elected at our annual meeting of stockholders and serve for a one year term or until removed from office in accordance with our bylaws or their successors are elected and qualify. Officers are appointed by the board of directors and their terms of office are, except to the extent governed by employment contract, at the direction of the board of directors. Directors do not currently receive any compensation for their services in acting as directors. |
Director Name Age & #160; Position Since
Henry Liguori - CEO, President, Secretary, Treasurer Jan 2009
(Director and Officer as of August 1, 2007)
Audit Committee. The board of directors has not yet established an audit committee, and the functions of the audit committee are currently performed by the entire board of directors. We are under no legal obligation to establish an audit committee and have elected not to do so at this time so as to avoid the time and expense of identifying independent directors willing to serve on the audit committee and obtaining directors and officers’ liability insurance. We may establish an audit committee in the future if the board determines it to be advisable or we are otherwise required to do so by applicable law, rule or regulation. |
Board of Directors Independence. Our board of directors consists of one members. The company plans to appoint a minimum of two additional directors within the next six months. We are not currently subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors. |
Audit Committee Financial Expert. We do not yet have an audit committee and, therefore, we have no "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee financial expert", is an individual member of an audit committee who (a) understands generally accepted accounting principals and financial statements, (b) is able to assess the general application of such principals in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of the company’s financial Statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions. |
Code of Ethics. We have not yet adopted a Code of Ethics applicable to our Chief Executive Officer, principal financial and accounting officers and persons performing similar functions. A Code of Ethics, is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting of violations of the Code, and (e) accountability for adherence to the Code. We have not yet adopted a Code of Ethics, and while we are not under any legal obligation to do so, we expect to adopt a Code of Ethics soon. If and to the extent we adopt a Code of Ethics, we will file a copy of the Code of Ethics with the Securities and Exchange Commission, and will provide a copy, without charge, to any person desiring a copy of the Code of Ethics, by written request to the Company at its principal offices. We currently maintain a corporate web site at www.infotecbusinesssystems.com. |
Compliance with Section 16(a) of the Exchange Act |
Not Applicable.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table |
The following table sets forth information relating to all compensation awarded to, earned by or paid by us during the period from December 13, 2002 (inception) through April 30, 2009 to: (a) all individuals, serving as our Chief Executive Officer in the fiscal year ended April 30, 2009; and (b) each of our executive officers who earned more than $100,000 during the fiscal year ended April 30, 2009: |
0; Other Securities Annual Underlying All
Name and Fiscal Compen- Options/LTIP Other
Principal Position Year Salary Bonus sation SARs (#) Payouts Compensation
Kent Vaesen 2008 $60,000 $0 $0 $0
Henry Liguori 2009 $0 $0 $0 $0
We did not grant any stock options to the executive officers during our most recent fiscal |
year ended April 30, 2009. |
Compensation of Directors |
There are no standard arrangements pursuant to which directors are compensated for any services |
provided as director. No additional amounts are payable to directors for committee participation or |
special assignments performed for and on our behalf through to April 30, 2009. |
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth certain information regarding our common stock beneficially owned as of July 31, 2009 by: |
(i) | each stockholder known by us to be the beneficial owner of five (5%) percent or more of our outstanding common stock; |
(ii) each of our directors; and
(iii) all executive officers and directors as a group.
As at July 31, 2009, there were 180,469,940 shares of our common stock issued and outstanding.
Name and Address of Amount and Nature of Percent
Beneficial Owner (1) Beneficial Owner (2) of Class
All Executive Officers
and Directors as a group
(1 persons) 0 0.00%
_____________________
(1) Under securities law, a person is considered a "beneficial owner" of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have any equity compensation plans nor are there any securities authorized for issuance under an equity compensation plan or program.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth below, in the last two fiscal years ended April 30, 2009, there have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which we are or will be a party, in which the amount involved exceeded $60,000 and in which any of our directors or executive officers, any security holder who is known by us to own of record or beneficially more than five percent of our common stock, any promoter, or any member of the immediate family of any of the foregoing persons, had a material interest.
During the period from May 1, 2003, through April 30, 2009:
On November 11, 2004, Infotec Business Systems, Inc. (now Wavelit, Inc.) and Galaxy Networks Inc., a British Columbia corporation, and the stockholders of Galaxy entered into a Stock Purchase Agreement whereby we agreed to acquire 100 common shares of Galaxy representing 100% of the issued shares of Galaxy, in exchange for the issuance of 20,000,000 (pre-June, 2007-30:1-split) shares of our restricted common stock.
On November 22, 2007, the company completed a Stock Purchase Agreement with ATB Company wherein the company acquired 100% of Precision Aviation, Inc. The company issued 40,000,000 restricted WAVL shares to ATB Company placing ATB as majority shareholder of the company. The company also entered into a Memorandum of Understanding with ATB Company wherein ATB Company will invest additional funds to be directed towards the company’s accrued debts.
At this time we have not formulated any corporate policies for entering into transactions with affiliated parties.
As disclosed heretofore, our president and most but not all the members are employed by us on a full-time basis. If a specific business opportunity becomes available, such part time employees may face a conflict in selecting between our business and their other business interests. We have a policy for the resolution of such conflicts. We currently have agreements with members of our management team.
ITEM 13. EXHIBITS
A. Exhibits
Number Description of exhibit
3.1 Articles of Incorporation (1)
3.1a Form of Certificate Change (2)
3.1b Form of Certificate Change (3)
3.1c Change of Directors and Officers (4)
3.2 Bylaws (1)
21 Subsidiaries of the Issuer
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
_______________________
(1)Incorporated by reference to the registration statement on Form SB-2 file number 333-90618, as amended, as declared effective by the Securities and Exchange Commission on November 5, 2002.
(2)Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on March 7, 2003.
(3)Incorporated by reference to the Form Definitive 14C filed with the Securities and Exchange Commission on May 5, 2007 and the Form 8-K filed with the Securities and Exchange Commission on June 13, 2007.
(4)Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on January 21, 2009.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
During the fiscal years ended April 2009 and 2008, the Company incurred the following fees for professional services rendered by the principal accountant:
2009 2008
Fees for audit services $47,350 $47,350
Fees for audit related services - -
Tax fees - -
All other fees - -
The board of directors pre-approves all audit and non-audit services to be performed by the company’s independent auditors.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Wavelit, Inc. (formerly Infotec Business Systems, Inc.)
(Registrant)
By: /s/ Henry Liguori
Henry Liguori
President, Chief Executive Officer, Director
Date: August 12, 2009
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant, and in the capacities and on the dates indicated.
Signature Title 0; Date
/s/ Henry Liguori President, Secretary, Treasurer, Director August 12, 2009
Henry Liguori
Chief Executive Officer