WASHINGTON, D.C. 20549
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of August 3, 2010 was 63,480,008.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Special Note on Forward-Looking Statements
Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate,” or “believe.” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements are subject to a number of risks, uncertainties and developments beyond our control or foresight including changes in the trends of the mobile computing industry, formation of competitors, changes in governmental regulation or taxation, changes in our personnel and other such factors. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors and related notes included under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on April 3, 2009.
Overview
The following MD&A is intended to help the reader understand the results of operations, financial condition, and cash flows of MacroSolve, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements (“Notes”).
Background
We are a technology and services company that develops mobile solutions for businesses and government. A mobile solution is typically the combination of mobile handheld devices, wireless connectivity, and software that streamlines business operations resulting in improved efficiencies and cost savings. We are development and marketing partners with the major mobile device manufacturers, wireless carriers and many software providers.
Traditionally, our customers rely on us to define, design, develop and support the best combinations of technologies in a market that is very technologically dynamic. We assist software and web-based application companies by modifying their software product offerings so that they can be used by a mobile end-user who typically has a Smartphone or a similar cellular device. Many of these customers rely on our technology and marketing expertise. We also serve enterprises that find it difficult to identify a mobile software product which addresses their specific need to streamline operational processes, and do not have the competency in house.
Our latest technology and services capabilities generate a growing base of intellectual property, contract and an increasing amount of annuity based revenue. In 2009, we began investing in products which are being distributed through the leading mobile application stores. The flagship product is ReFormXT™, which helps to minimize mobile application development effort. Three additional products have been brought to market which use ReFormXT technology for mobile target marketing, promotions and branding. These include DineInsight™ for the restaurant industry, ClubInsight™ for the membership organizations including, but not limited to, country clubs, golf courses and athletic facilities, and SchoolInsight™ for any type of school or academy.
Currently the Company has ongoing projects with customers throughout the United States and operates three websites including ‘www.goanyware.com’, ‘www.macrosolve.com’ and the industry thought leading blog ‘www.mobilebizbuzz.com.
Plan of Operation
Our mobile solutions services business currently represents a significant source of revenue for the Company. Working with our mobile partners, our professional services team provides solution management, product development, project management, quality assurance and support services to address the needs of a client base seeking to use mobility to improve their process efficiencies and modify software applications so that they can be used in a mobile environment.
Although Apple’s iPad product was just introduced in April 2010, the Company’s solution services division has already been engaged by several customers to develop proof of concept applications for the iPad as well as the iPhone and other mobile devices. The ability to quickly meet demand around this new product is due in large part to the Company’s length of business in the mobility space.
Our primary software product is ReFormXT™, a web-based mobile application builder. ReFormXT™ simplifies the process of converting paper forms to a digital form that can be utilized on most Smartphones available in the United States. A web-based interface allows a non-technical user to create and dispatch forms to users and easily manage data input from the field. The components of the platform are also utilized as mobile application development tools, thus saving time and money for customers needing more customized solutions. ReFormXT became commercially available in December 2008. Recent customers are using ReForm in field service activities and personal service appointment setting activities. ReForm has contributed less than five percent of annual revenues since initial inception.
Additional software products powered by ReFormXT are in various stages of development. A marketing, promotion and branding product called DineInsight was introduced in the fourth quarter of 2009. DineInsight, powered by ReFormXT, is a mobile application for the restaurant industry which collects market intelligence and contact information directly from the customer. The Company is continuing to prove the concept and enhance the offering by working closely with its initial customer base. DineInsight, and two companion products called ClubInsight and SchoolInsight, has been deployed to eighteen initial customers during the First Half of 2010. The Company has entered into several reseller arrangements and is actively pursuing additional resellers for its “powered by ReFormXT” products in specialized vertical markets while increasing its captive sales force to also sell directly to end users. DineInsight, ClubInsight and SchoolInsight are expected to contribute less than 20% of the 2010 annual revenues.
We continuously monitor industry trends and adjust projections about the direction of the business in anticipation of the continuous change in client requirements as the mobile industry evolves. We believe that our current direction is one that will bring profits, however our ability to maximize sales volume in the short term is limited without additional capital. There is no expected purchase or sale of capitalized assets, significant equipment or intellectual property in the next twelve months.
Results of Operations
Quarter Ended June, 2010 compared to Quarter Ended June, 2009 (all references are to the Quarter Ended June 30)
Net Sales: Net Sales decreased $51,000 or 28% to $134,000 in the second quarter ended June 30, 2010 from $185,000 for the same period in 2009. Sources of revenue were derived from our services business, software licensing and hardware sales. Services revenue represented the majority of Net Sales, with a decrease of $23,000 for the second quarter of 2010 to $123,000 from $146,000 in the second quarter of 2009. This was primarily due to a reduction in work under contract in the second quarter of 2010. Software licensing sales increased $3,000 or 45% for the period to $10,000 from $7,000 for the same period in 2009. Hardware sales to third parties and in support of our services activities for the second quarter of 2010 were $1,000, down $32,000 or 97% from $33,000 for the same period in 2009. Hardware sales in the second quarter of 2009 are attributable to digiTicket, a division which was sold to private investors in February 2010. The Company is no longer pursuing hardware sales unless it directly benefits the software licensing activity.
Cost of Sales and Gross Profit: Cost of Sales for the second quarter of 2010 decreased $40,000 or 37%, in line with the lower level of revenues from $107,000 in 2009 to $67,000 in 2010. Reduced hardware sales accounted for $26,000 of the decrease and the remaining decrease was associated with workforce reductions and reassignments of resources to product development. The resultant Gross Profit for the second quarter of 2010 of $67,000 was down $11,000 or 14% under the Gross Profit for the same period in 2009 of $78,000. The digiTicket hardware sales in the second quarter of 2009 did not contribute significantly to profit margins as the initial customers are allowed substantial price incentives in exchange for serving as reference accounts. Gross profit margins were 50% and 42% for the second quarter of 2010 and 2009, respectively. The Company anticipates margins to increase in relation to its increase in software revenues from “powered by ReFormXT” product lines during the remainder of 2010.
Operating, Expenses: Operating expenses include selling, general and administrative expenses and depreciation expense. Operating, expenses decreased by $40,000, or 8% in the second quarter of 2010 to $466,000 from $506,000 in 2009. This decrease reflects shared occupancy and transition services reimbursements from the new owners of digiTicket.
Loss from Operations: Loss from operations for the second quarter of 2010 was $399,000, a decrease of $29,000 or 7% from the loss from operations in 2009 of $428,000 as a result of the aforementioned decrease in gross profit offset by decrease in total operating expenses.
Other Income and Expense: Total other expense of $63,000 in 2010 represented an increase of 64% or $25,000 from $38,000 in 2009 as a result of interest expense associated with financing from Floating Rate Convertible Subordinated Debentures (the “Debentures”), which began in the second quarter of 2009. The second quarter interest expense of $40,000 on Debenture financing was paid with 1,255,413 shares of common stock valued at 85% of the value weighted average price of the Company’s stock, or $0.032 per share, for the last five trading days of the quarter.
Net Loss: Net loss of $462,000 for the second quarter of 2010 was $4,000 or 1% lower than the net loss of $466,000 for the same period in 2009 primarily as a result of lower operating expenses offset by higher non-cash interest expense related to Debenture financing and lower gross profit.
Six Months Ended June, 2010 compared to Six Months Ended June, 2009 (all references are to the Six Months Ended June 30)
Net Sales: Net Sales decreased $138,000 or 25% to $409,000 in the six months ended June 30, 2010 from $547,000 for the same period in 2009. Sources of revenue were derived from our services business, software licensing and hardware sales. Services revenue represented the majority of Net Sales, with a decrease of $183,000 for the first six months of 2010 to $290,000 from $474,000 in the second half of 2009. This was primarily due to a reduction in work under contract in the first half of 2010. Software licensing sales increased $26,000 or 187% for the period to $40,000 from $14,000 for the same period in 2009. Software revenues from digiTicket were $26,000 in the first six months of 2010 and included $23,000 in deferred software revenues that were recognized in February 2010 when the division was sold. Hardware sales to third parties and in support of our services activities for the first six months of 2010 were $78,000, up $19,000 or 33% from $59,000 for the same period in 2009. Hardware sales totaling $54,000 in the first six months of 2010 are attributable to digiTicket, a division which was sold to private investors in February 2010.
Cost of Sales and Gross Profit: Cost of Sales for the first six months of 2010 decreased $61,000 or 21%, in line with the lower level of revenues from $295,000 in 2009 to $234,000 in 2010. The majority of this decrease was associated with workforce reductions and reassignments of resources to product development. The resultant Gross Profit for the first six months of 2010 of $174,000 was down $77,000 or 31% under the Gross Profit for the same period in 2009 of $251,000. The digiTicket hardware sales did not contribute significantly to profit margins as the initial customers are allowed substantial price incentives in exchange for serving as reference accounts. Gross profit margins were 43% and 48% for the first six months of 2010 and 2009, respectively. The Company anticipates margins to increase in relation to its increase in software revenues from “powered by ReFormXT” product lines during the remainder of 2010.
Operating, Expenses: Operating expenses include selling, general and administrative expenses and depreciation expense. Operating, expenses decreased by $110,000, or 10% in the first half of 2010 to $944,000 from $1,054,000 in 2009. This decrease reflects shared occupancy and transition services reimbursements from the new owners of digiTicket.
Loss from Operations: Loss from operations for the first six months of 2010 was $770,000, a decrease of $33,000 or 4% from the loss from operations in 2009 of $803,000 as a result of the aforementioned decrease in gross profit offset by decrease in total operating expenses.
Other Income and Expense: Total other expense of $138,000 in 2010 represented an increase of 110% or $72,000 from $66,000 in 2009 as a result of interest expense associated with Debenture financing which began in the second quarter of 2009. For the first half of 2010, the total interest on the Debenture financing of $77,000 has been paid with 2,118,800 shares of common valued at 85% of the value weighted average price of the Company’s stock for the last five trading days of each quarter. The Company recognized a loss of $18,000 in the first six months of 2010 on the sale of digiTicket.
Net Loss: Net loss of $908,000 for the first six months of 2010 was $39,000 or 4% higher than the net loss of $869,000 for the same period in 2009 primarily attributable to the a larger gross loss and higher non-cash interest expense related to Debenture financing partially offset by lower operating expenses.
Liquidity and Capital Resources
We finance our operations primarily through internally generated funds and proceeds from issuance of Debentures and investments of equity by qualified investors.
On July 20, 2009 the Company entered into a Securities Purchase Agreement with a group of private investors committing to purchase Floating Rate Convertible Subordinated Debentures (the “Debentures”) in the amount of $2,326,280. During the first six months of 2010, the Company received $513,744 from these investors bringing the total borrowed to date to $2,117,208 and leaving a balance of $209,072 available. The Debentures accrue interest at prime rate plus 5.0% (8.25% at June 30, 2010) to be paid quarterly in cash or in common stock at the Company’s option. The conversion rate per share of common stock issued for accrued interest shall be equal to 85% of the volume weighted average closing price on the last five days of trading prior to the interest payment date (the “Conversion Rate”). The Conversion Rate shall not be greater than $0.10 per share.
The Debenture financing, cash generated from current operations and licensing of ReFormXT, and the sale of digiTicket in February 2010 to private investors is expected to provide adequate capital to fund the Company’s operations through 2010. The Company anticipates the need for a $200,000 working capital line of credit to finance receivables in the second half of 2010. At the present time, the Company does not have this facility in place; however, two major shareholders have indicated a willingness to place such a facility if necessary.
The Company does lack growth capital and anticipates that approximately $2 million to $4 million in additional investment capital will be required within the next three years to execute our growth strategy. It is the Company’s intention to raise additional capital in 2010 to support its growth requirements. There is no assurance that capital in any form will be available to us and, if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds, we may not be able to implement our growth strategy.
As of June 30, 2010, the Company had total current assets of $102,090 and total current liabilities of $204,330. As of June 30, 2010, the Company had cash and cash equivalents of $39,691. As of June 30, 2010, the Company has $209,072 available financing from the private Debenture investors who had invested $2,117,208 as of that date.
As a development stage company that began operations in 1997, the Company has incurred $9,124,462 in cumulative total losses from inception through June 30, 2010. The Company’s independent registered public accounting firm’s audit report for the year ended December 31, 2009 included in the Company’s Form 10-K a qualified opinion and an explanatory paragraph regarding the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company continues as a going concern and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The ability of the Company to continue as a going concern on a long-term basis will be dependent upon its ability to create and market innovative products and services and sustain adequate working capital to finance its operations.
To lower our required cash expenditures, the Company issues its shares, which have been registered by the Company, to employees for compensation for services. The Company issued a total of 2,713,194 common shares and cancelled a total of 86,468 common shares in the quarter ended June 30, 2010, described further as follows:
The Company’s independent directors annual compensation is $16,000 to be paid quarterly in restricted stock. The Company issued the directors 400,000 shares of registered common stock on April 1, 2010 for their first quarter 2010 compensation.
The Company issued 2,357,778 compensation shares to employees for services rendered during the first quarter of 2010 which had been accrued at a value of $2,358 in stock based compensation. The shares were awarded on Restricted Stock Agreements which have a six month time lapse restriction and are subject to forfeiture upon voluntary termination of employment. During the second quarter of 2010, 83,468 shares previously issued to employees for services were forfeited.
The Company issued 35,416 shares of stock to employees who vested in the first year of the First Quarter 2009 Stock Bonus Plan. The Company recognized $1,912 in stock based compensation expense for these shares. During the second quarter of 2010, 3,000 shares previously issued to employees for bonus plans were forfeited.
Sources and Uses of Cash
| | | Six Months Ended June 30, | |
| (In thousands) | | 2010 | | | 2009 | |
| Cash flow data: | | | | | | |
| Net cash (used in) operating activities | | $ | (808 | ) | | $ | (599 | ) |
| Net cash provided by (used in) investing activities | | | 242 | | | | (304 | ) |
| Net cash provided by financing activities | | | 555 | | | | 896 | |
| Net (decrease) increase in cash and cash equivalents | | | (11 | ) | | | (7 | ) |
| Cash and cash equivalents, beginning of period | | | 51 | | | | 101 | |
| Cash and cash equivalents, end of period | | $ | 40 | | | $ | 94 | |
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2010 was $808,000, an increase of $209,000 from the same period in 2009 reflecting the $39,000 higher net loss and overall decrease in current assets and liabilities.
Investing Activities
Cash provided by investing activities for the six months ended June 30, 2010 was $242,000, up $546,000 from the same period in 2009 represented principally by the proceeds of selling digiTicket to private investors in February 2010 and reduction in software development costs.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2010 was $555,000 as compared with $896,000 for the same period last year, a decrease of $341,000. Cash provided by financing activities in 2010 was primarily from $514,000 in financing received from the sale of Debentures.
As of June 30, 2010, the Company had cash and cash equivalents in the amount of $40,000 as compared with $94,000 at June 30, 2009.
Critical Accounting Policies
Accounts Receivable and Credit Policies:
Trade accounts receivable consist of amounts due from the sale of solution services, software and hardware. Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. In many instances, customers make a substantial prepayment for services before rendered; therefore the Company is extending trade terms to customers who have already proven to be credit worthy. The Company has not taken any direct write offs of bad debts in the past five years.
At the quarter ending June 30, 2010 and at fiscal year ending December 31, 2009, the Company deems all amounts recorded as collectible and, thus has not provided an allowance for uncollectible amounts.
Property and Equipment:
Property and equipment are recorded at cost. Depreciation is computed using straight-line methods applied to individual property items based on estimated useful lives.
Revenue Recognition and Unearned Revenue:
Revenue generated from the provision of services is recognized at the time the service is provided. Sales of hardware are recognized upon delivery to the customer. Revenue from the licensing of software is recognized ratably over the license period.
Software Development Costs:
The Company accounts for software development costs in accordance with Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”. Costs incurred prior to the establishment of technological feasibility are expensed as incurred as research and development costs. Costs incurred after establishing technological feasibility and before the product is released for sale to customers are capitalized. These costs are amortized over three years and are reviewed for impairment at each period end. No capitalized software costs are considered impaired at June 30, 2010.
Long-Lived Assets:
The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were incurred during the periods ended June 30, 2010 and December 31, 2009.
Stock-Based Compensation:
The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.
Effect of Recently Issued Accounting Pronouncements
In January 2010, the FASB issued Accounting Standard Update No. 2010-05, “Compensation – Stock Compensation (Topic 718)”. ASU 2010-05 addresses escrowed share arrangements and the presumption of compensation. The Company does not have escrowed share arrangements and there fore does not expect the adoption of ASU 2010-05 to have a material effect on our financial statements.
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140” (“SFAS No. 166”). SFAS No. 166 amends SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 166 improves the comparability of information that a reporting entity provides regarding transfers of financial assets and the effects on its financial statements. SFAS No. 166 is effective for interim and annual reporting periods ending after November 15, 2009. The Company is currently evaluating the effect that SFAS No. 166 will have on its financial statements.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162” (“SFAS No. 168”). SFAS No. 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in accordance with generally accepted accounting principles. SFAS No. 168 is effective for interim and annual reporting periods ending after September 15, 2009. On September 30, 2009, the Company adopted SFAS No. 168, which has no effect on the Company’s financial statements as it is for disclosure purposes only.
In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events, which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events. SFAS No. 165 is effective for interim and annual reporting periods ending after June 15, 2009. We have adopted the new disclosure requirements in our financial statements and do not expect it to have a material effect on our financial statements.
In January 2010, the FASB issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) as an update to the April 2009 FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of ASU No. 2010-06 or FSP FAS 157-4 will have a material impact on its financial condition or results of operation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
N/A
Item 4T. Controls and Procedures.
N/A
Management’s Evaluation of Disclosure Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2010 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’ s rules and forms.
There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities be incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially owned more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
Item 1A. Risk Factors.
There has been no material changes in our risk factors from those disclosed in our Form 10-K filed with the SEC on May 7, 2010, for the period ended March 31, 2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuance of Unregistered Securities
The following shares of common stock were issued for accrued interest to accredited investors that purchased our Debentures:
Debenture investors invested $229,864 in the second quarter of 2010 and received 2,298,636 associated warrants with a ten cent strike price exercisable until July 30, 2014.
The Company issued 863,873 shares of common stock valued at $0.043 in the second quarter of 2010 to settle $36,928 accrued interest from March 31, 2010 to the Debenture investors.
The Company issued 1,255,413 shares of common stock valued at $0.032 in the third quarter of 2010 to settle $40,016 accrued interest from June 30, 2010 to the Debenture investors.
The Debentures were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act and Regulation D promulgated pursuant thereto. No general solicitation or advertising was used to market the securities.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed and Reserved).
None.
Item 5. Other Information.
None
Item 6. Exhibits.
| 31.1 | | Certification of Periodic Financial Reports by Clint Parr in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification of Per iodic Financial Reports by Kendall Carpenter in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | | Certification of Periodic Financial Reports by Clint Parr in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350 |
| 32.2 | | Certification of Periodic Financial Reports by Kendall Carpenter in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350 |
