UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJanuary 31, 2009
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number000-52560
INTELBAHN INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 98-0441419 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
314 – 837 West Hastings Street, Vancouver, British Columbia Canada V6C 3N6
(Address of principal executive offices)
604.684.6142
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
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 d
ate:35,750,000 common share issued and outstanding as of March 14, 2009.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
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INTELBAHN INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
January 31, 2009
(Unaudited)
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INTELBAHN INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
| January 31, | October 31, | |||||
| 2009 | 2008 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 9,437 | $ | 843 | ||
| Prepaid expenses | 4,000 | - | ||||
| 13,437 | 843 | |||||
| Equipment, net | 3,122 | 3,625 | ||||
| $ | 16,559 | $ | 4,468 | |||
| LIABILITIES | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities | $ | 16,606 | $ | 29,802 | ||
| Due to related party | 200,719 | 202,227 | ||||
| 217,325 | 232,029 | |||||
| Convertible debt | 161,682 | 124,783 | ||||
| 379,007 | 356,812 | |||||
| STOCKHOLDERS’ DEFICIT | ||||||
| Common stock | ||||||
| Authorized: | ||||||
| 4,500,000,000 common shares with a par value of $0.001 and | ||||||
| 20,000,000 preferred shares with $0.001 par value | ||||||
| Issued and outstanding: | ||||||
| 35,750,000 common shares (2008: 35,750,000) | 16,750 | 16,750 | ||||
| Additional paid-in capital | 44,250 | 44,250 | ||||
| Deficit accumulated during the development stage | (423,448 | ) | (413,344 | ) | ||
| (362,448 | ) | (352,344 | ) | |||
| $ | 16,559 | $ | 4,468 |
The accompanying notes are an integral part of these financial statements
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INTELBAHN INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| Cumulative | |||||||||
| from | |||||||||
| November | |||||||||
| Three months | Three months | 22, 2004 | |||||||
| ended | ended | (Inception) to | |||||||
| January 31, | January 31, | January 31, | |||||||
| 2009 | 2008 | 2009 | |||||||
| EXPENSES | |||||||||
| Amortization | $ | 503 | $ | - | $ | 1,878 | |||
| Consulting fees | - | - | 128,223 | ||||||
| Filing fees | 1,178 | - | 8,789 | ||||||
| Foreign exchange gain | (1,505 | ) | (11,254 | ) | (35,006 | ) | |||
| Impairment of oil and gas property | - | - | 202,603 | ||||||
| Interest and bank charges | 1,047 | - | 2,991 | ||||||
| Management fees | 1,223 | - | 3,184 | ||||||
| Office and general | - | 89 | 8,748 | ||||||
| Professional fees | 6,981 | 8,274 | 95,919 | ||||||
| Transfer agent fee | 677 | - | 6,119 | ||||||
| NET INCOME (LOSS) | $ | (10,104 | ) | $ | (2,891 | ) | $ | (423,448 | ) |
| LOSS PER SHARE - BASIC AND DILUTED | $ | (0.00 | ) | (0.00 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF | |||||||||
| COMMON SHARES OUTSTANDING – BASIC | |||||||||
| AND DILUTED | 35,750,000 | 80,000,000 |
The accompanying notes are an integral part of these financial statements
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INTELBAHN INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| Cumulative | |||||||||
| from | |||||||||
| November | |||||||||
| Three months | Three months | 22, 2004 | |||||||
| ended | ended | (Inception) to | |||||||
| January 31, | January 31, | January 31, | |||||||
| 2009 | 2008 | 2009 | |||||||
| Cash Flows from Operating Activities | |||||||||
| Net income (loss) | $ | (10,104 | ) | $ | 2,891 | $ | (423,448 | ) | |
| Adjustment for items not affecting cash: | |||||||||
| Amortization | 503 | - | 1,878 | ||||||
| Foreign exchange gain | (10,824 | ) | (11,254 | ) | (17,344 | ) | |||
| Accrued interest on convertible debt | 1,215 | - | 2,698 | ||||||
| Impairment of oil and gas property | - | - | 202,603 | ||||||
| Change in non-cash working capital items: | |||||||||
| Prepaid expenses | (4,000 | ) | - | (4,000 | ) | ||||
| Accounts payable and accrued liabilities | (13,196 | ) | 4,386 | 16,606 | |||||
| Net cash used in operations | (36,406 | ) | (3,977 | ) | (221,007 | ) | |||
| Cash Flows from Investing Activities | |||||||||
| Oil and gas property | - | - | (247,402 | ) | |||||
| Purchase of equipment | - | - | (5,000 | ) | |||||
| Net cash used in investing activities | - | - | (252,402 | ) | |||||
| Cash Flows from Financing Activities | |||||||||
| Capital stock issued | - | - | 61,000 | ||||||
| Due to related party | - | 3,972 | 253,546 | ||||||
| Proceeds from convertible debt | 45,000 | - | 168,300 | ||||||
| Net cash provided by financing activities | 45,000 | 3,972 | 482,846 | ||||||
| Increase (Decrease) In Cash | 8,594 | (5 | ) | 9,437 | |||||
| Cash, Beginning | 843 | 5 | - | ||||||
| Cash, Ending | $ | 9,437 | $ | - | $ | 9,437 | |||
| Supplementary Cash Flow Information | |||||||||
| Cash paid for: | |||||||||
| Interest | $ | - | $ | - | $ | - | |||
| Income taxes | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements
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| NOTE 1 – BASIS OF PRESENTATION |
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended October 31, 2008 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended January 31, 2009 are not necessarily indicative of the results that may be expected for the year ending October 31, 2009.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements are statements that relate to future events, future financial performance or are otherwise projections of future results. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section of this quarterly report on Form 10-QSB entitled “Risk Factors”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “Intelbahn” mean Intelbahn Inc., unless otherwise indicated. We have no subsidiaries.
Corporate History
We were incorporated in the State of Nevada on November 22, 2004, under the name “Lodge Bay Oil & Gas Corp.” On April 24, 2008, we changed our name to “Intelbahn Inc.” We effected this name change by merging with our wholly owned subsidiary, named “Intelbahn Inc.”, a Nevada corporation that we formed specifically for this purpose. We changed the name of our company to better reflect the direction and business of our company.
In addition, effective April 24, 2008, we effected a 25 for one stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 90,000,000 shares of common stock with a par value of $0.001 to 2,250,000,000 shares of common stock with a par value of $0.001, and our issued and outstanding share capital has increased from 715,000 shares of common stock to 17,875,000 shares of common stock.
The name change and stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 24, 2008.
Effective June 19, 2008, we affected a two for one stock forward split of our authorized and issued and outstanding common and preferred stock. As a result, our authorized capital has increased from:
2,250,000,000 common shares with a par value of $0.001 to 4,500,000,000 common shares with a par value of $0.001 to 4,500,000,000 common shares with a par value of $0.001; and
10,000,000 preferred shares with a par value of $0.001 to 20,000,000 preferred shares with a par value of $0.001 to 20,000,000 preferred shares with a par value of $0.001.
Our CUSIP number for our common stock is 45823N 208.
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Effective July 9, 2008, we entered into IT Service Agreements with Andriy Zolotoiy, Ivan Pankov and ZoidSoft, Inc. Pursuant to the terms of the agreement with Andriy Zolotoiy, we have agreed to pay Mr. Zolotoiy a $35,500 non-recoverable retainer and $11,260 monthly for the term of the contact. Pursuant to the terms of the agreement with Ivan Pankov, we have agreed to pay Mr. Pankov $250 per day for the term of the contract, based on an eight (8) hour work day. Pursuant to the terms of the agreement with ZoidSoft, Inc., we have agreed to pay Zoidsoft a $28,500 non-recoverable retainer and $9,000 monthly for the term of the contact. The agreements are for information technology consulting services on a per project basis and were entered into to reflect our anticipated direction.
Since inception, we had been involved in the exploration of oil and gas properties. Effective July 9, 2008, we retained Andriy Zolotoiy, Ivan Pankov and Daniel Dos Santos as technology directors of our company. As a result, we changed the focus of our company to developing, marketing, selling, installing and maintaining next-generation biometrically-enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments. With the termination of the IT Services agreements effective September 10, 2008 and October 31, 2008, we ceased our operations in the developing, marketing, selling, installing and maintaining next-generation biometrically-enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments.
Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.
Our Current Business
Effective July 9, 2008, with the retention of Andriy Zolotoiy, Ivan Pankov and Daniel Dos Santos as technology directors, we changed the focus and direction of our business to the development, marketing, sales, installation and maintenance of next generation biometrically enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments. We are pursuing the development of a proprietary software system, IdentMetrix, which is to offer a complete solution for human palm based recognition, authentication and access controls for such environments as commercial and residential buildings, data centres, warehousing facilities, banks, ATM services, airports and government facilities. Smaller scale targets include individual offices, residences and individualized zone access controls within larger business facilities. IdentMetrix uses a next generation palm based recognition device that does not require touching the scanning device and offers its analysis through reading of the vein structure in the palm. The complete system offers complete registration, identification, authentication, access control, logging, tracking, visual summaries and reporting, with multiple layers of administrative access rights. For smaller implementations, such as residential and commercial buildings, the key benefit of the system is that of convenience and cost reduction, while, for larger implementations, the security of the system offers more attractiveness.
Effective October 2, 2008, we gave notice to Ivan Pankov of the termination of an IT services agreement entered into on July 7, 2008. The notice cancels the agreement and terminates all services effective September 10, 2008.
Effective October 2, 2008, we gave notice to Andriy Zolotoiy and Zoidsoft Inc of the termination of IT services agreements entered into on July 9, 2008. The notice cancels the agreements and terminates all services effective October 31, 2008.
With the termination of our IT services agreements, we have ceased our operations in the development, marketing, sales, installation and maintenance of next generation biometrically enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments.
Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe
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either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.
We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity, or whether the opportunity's operations will be profitable.
As of the date hereof, we have not been successful in our development, marketing, sales, installation and maintenance of next generation biometrically enhanced security hardware and software for identification, authentication and authorization controls efforts. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.
Employees
Our directors and officers act as employees of our company
Purchase of Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Personnel Plan
We do not anticipate any significant changes in the number of employees during the next 12 months.
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Plan of Operation
You should read the following discussion of our financial condition and results of operations together with our reviewed but unaudited financial statements and the notes to those reviewed but unaudited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.
Anticipated Cash Requirements
For the next 12 months we plan to expend a total of approximately $39,300 in searching for and acquiring a suitable business:
| Expense | Cost | ||
| General and administrative expenses | $ | 1,300 | |
| Management and administrative costs. | $ | 6,000 | |
| Legal Fees | $ | 12,000 | |
| Auditor Fees | $ | 20,000 | |
| Lease | $ | Nil | |
| $ | 39,300 |
Results of Operations
Three months ended January 31, 2009 compared to three months ended January 31, 2008.
| Three months | Three months | |||||
| ended | ended | |||||
| January 31, 2009 | January 31, 2008 | |||||
| Revenue | $ | Nil | $ | Nil | ||
| Operating Expenses | $ | (10,104 | ) | $ | (2,891 | ) |
| Net Income (Loss) | $ | (10,104 | ) | $ | (2,891 | ) |
Expenses
Our operating expenses for the three month periods ended January 31, 2009 and January 31, 2008 are outlined in the table below:
| Three months | Three months | |||||
| ended | ended | |||||
| January 31, 2009 | January 31, 2008 | |||||
| Amortization | $ | 503 | $ | Nil | ||
| Consulting fees | $ | Nil | $ | Nil | ||
| Filing fees | $ | 1,178 | $ | Nil | ||
| Foreign exchange (gain) loss | $ | (1,505 | ) | $ | (11,254 | ) |
| Impairment of oil and gas property | $ | - | $ | Nil | ||
| Interest and bank charges | $ | 1,047 | $ | Nil | ||
| Management fees | $ | 1,223 | $ | Nil | ||
| Office and general | $ | - | $ | 89 | ||
| Professional fees | $ | 6,981 | $ | 8,274 | ||
| Transfer agent fees | $ | 677 | $ | Nil |
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Operating expenses for the three months ended January 31, 2009 increased by 249% as compared to the comparative period in January 31, 2008 primarily as a result of an increase in foreign exchange losses, filing fees, interest and bank charges and management fees.
Revenue
We have not had any revenues from operations since inception (November 22, 2004). We do not anticipate that we will earn any revenues from operations unless and until we acquire and operated a profitable business. This might never happen and we can offer no assurance that even if we acquire a business that we will ever be profitable.
Liquidity and Capital Resources
Working Capital
| Percentage | |||||||||
| As at | As at | Increase/ | |||||||
| January 31, 2009 | October 31, 2008 | (Decrease) | |||||||
| Current Assets | $ | 13,437 | $ | 843 | 1,493.95 % | ||||
| Current Liabilities | $ | 217,325 | $ | 232,029 | (6.33)% | ||||
| Working Capital | $ | (203,888 | ) | $ | (231,186 | ) | (11.80)% |
Cash Flows
| Three months Ended | Three months Ended | |||||
| January 31, 2009 | January 31, 2008 | |||||
| Net cash used in operations | $ | (36,406 | ) | $ | (3,977 | ) |
| Net cash used in investing activities | $ | Nil | $ | Nil | ||
| Net cash provided by financing activities | $ | 45,000 | $ | 3,972 | ||
| Increase (decrease) In Cash | $ | 8,594 | $ | (5 | ) |
Our net cash used by operating activities for the three months ended January 31, 2009 was $36,406 compared with $3,977 for the three months ended January 31, 2008. Our management believes that we will need additional funding in order to meet our operating expenses.
Future Financings
To date, we have secured funding through a $505,000 line of credit. Over the next six months, we may require additional funds in order to secure a suitable business opportunity.
These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we will continue to be unprofitable.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities
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and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related to our Company
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
We had cash in the amount of $9,437 as of January 31, 2009. We anticipate that we may require additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next 12 months. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through loans from related or third parties.
There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities and we may raise funds in the future through the sale of additional equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.
We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to
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a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.
It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.
We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.
We may be unsuccessful at identifying, acquiring and operating suitable business opportunities and if we are unable to find, acquire or operate a suitable opportunity for our company, we may never achieve profitable operations.
We may not be able to find the right business opportunity for our company to become engaged in or we may not succeed in becoming engaged in the business opportunity we choose because we may not act fast enough or have enough money or other attributes to attract the new business opportunity. Before we begin to have any significant operations, we will have to become involved in a viable business opportunity. In addition, in order to be profitable, we will have to, among other things, hire consultants and employees, develop products and/or services, market our products/services, ensure supply and develop a customer base. There is no assurance that we will be able to identify, negotiate, acquire and develop a business opportunity and we may never be profitable.
We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.
We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from November 22, 2004 (date of inception) to January 31, 2009 was $423,448. We had cash of $9,437 as of January 31, 2009. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $5,000 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the period ended January 31, 2009. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.
Risks Associated with Our Common Stock
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.
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Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
ITEM 3. CONTROLS AND PROCEDURES.
Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. Our company's internal control over financial reporting is a process designed under the supervision of our company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of January 31, 2009, management assessed the effectiveness of our company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--
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Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our company's Chief Financial Officer in connection with the audit of our financial statements as of October 31, 2008 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on our company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in our company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of our company's registered accounting firm regarding internal control over financial reporting.
Management's report is not subject to attestation by our company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS.
| Exhibit | Description |
| Number | |
| (3) | Articles of Incorporation and Bylaws |
| |
| 3.1 | Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on March 6, 2006). |
| |
| 3.2 | Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on March 6, 2006). |
| |
| 3.3 | Articles of Merger filed with the Nevada Secretary of State on April 9, 2008 effective April 23, 2008 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2008). |
| |
| 3.4 | Certificate of Change filed with the Nevada Secretary of State on April 9, 2008 effective April 23, 2008 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2008). |
| |
| 3.5 | Certificate of Change filed with the Nevada Secretary of State on June 4, 2008 effective June 12, 2008 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on June 16, 2008). |
| |
| (10) | Material Contracts |
| |
| 10.1 | Term Loan Agreement with Gruppo Trimark Management Corp., dated May 28, 2008 (incorporated by reference to our Current Report on Form 8-K filed on June 2, 2008). |
| |
| (31) | Section 302 Certifications |
| |
| 31.1* | |
| |
| (32) | Section 906 Certification |
| |
| 32.1* |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTELBAHN INC.
By:/s/ Christine Kilbourn
Christine Kilbourn
President, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
March 17, 2009
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