UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TO FORM 10-QSB
(Mark One)
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended June 30, 2006.
or
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from ______to______.
Commission file number 333-123351
WIMAX EU LTD.
(Exact name of registrant as specified in its charter)
Nevada | 91-2006471 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
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I 58 Pearse Street |
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(Address of principal executive offices) | (Zip Code) |
(353) 67 50695
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes | x | No o |
State the number of shares outstanding of each of the issuer's classes of common equity, as of August 30, 2006: 23,080,326 shares of common stock.
WIMAX EU LTD.
FINANCIAL STATEMENTS
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. | Financial Statements |
Item 2. | Management’s Discussion and Analysis of Financial Condition |
Item 3. | Control and Procedures |
PART II-- OTHER INFORMATION
Item 1. | Legal Proceedings |
Item 2. | Changes in Securities |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 5. | Other Information |
Item 6. | Exhibits and Reports on Form 8-K |
SIGNATURE
ITEM 1. FINANCIAL INFORMATION
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
PAGE | 1 | CONDENSED BALANCE SHEET AS OF JUNE 30, 2006 (UNAUDITED) |
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PAGE | 2 | CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND FOR THE PERIOD FROM OCTOBER 14, 1999 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED) |
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PAGE | 3 | CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND FOR THE PERIOD FROM OCTOBER 14, 1999 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED) |
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PAGES | 4 - 9 | NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) |
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEET
AS OF JUNE 30, 2006
(UNAUDITED)
ASSETS | ||
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CURRENT ASSETS |
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Cash | $ | 2,484 |
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TOTAL ASSETS | $ | 2,484 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses | $ | 7,495 |
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TOTAL LIABILITIES |
| 7,495 |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $.001 par value, 300,000,000 shares authorized, 23,080,326 shares issued and outstanding |
| 23,080 |
Additional paid in capital |
| 1,492,642 |
Deferred stock compensation |
| (28,125) |
Subscription receivable |
| (1,290) |
Accumulated deficit during development stage |
| (1,491,318) |
Total Stockholders’ Equity |
| (5,011) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,484 |
See accompanying notes to condensed financial statements.
1
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| For the Three Months Ended June 30, 2006 |
| For the Three Months Ended June 30, 2005 |
| For the Six Months Ended June 30, 2006 |
| For the Six Months Ended June 30, 2005 |
| For the Period from October 14, 1999 (Inception) to June 30, 2006 |
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REVENUES | $ | - | $ | - | $ | - | $ | - | $ | - |
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OPERATING EXPENSES |
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Payroll expense |
| 1,807 |
| 3,000 |
| 2,806 |
| 8,000 |
| 11,806 |
Professional fees |
| 7,756 |
| 2,200 |
| 18,974 |
| 87,171 |
| 45,722 |
Professional services – related party |
| - |
| - |
| - |
| - |
| 16,750 |
Consulting expense |
| 1,034,482 |
| 14,704 |
| 1,084,476 |
| 124,329 |
| 1,376,692 |
General and administrative |
| 5,055 |
| - |
| 8,959 |
| 637 |
| 40,188 |
Total Operating Expenses |
| 1,049,100 |
| 19,904 |
| 1,115,215 |
| 220,137 |
| 1,491,158 |
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(LOSS) FROM OPERATIONS |
| (1,049,100) |
| (19,904) |
| (1,115,215) |
| (220,137) |
| (1,491,158) |
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OTHER EXPENSE |
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Interest expense |
| - |
| - |
| - |
| - |
| (160) |
Total Other Expense |
| - |
| - |
| - |
| - |
| (160) |
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(LOSS) BEFORE PROVISION FOR INCOME TAXES |
| (1,049,100) |
| (19,904) |
| (1,115,215) |
| (220,137) |
| (1,491,318) |
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Provision for income taxes |
| - |
| - |
| - |
| - |
| - |
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NET (LOSS) | $ | (1,049,100) | $ | (19,904) | $ | (1,115,215) | $ | (220,137) | $ | (1,491,318) |
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Net (loss) per share - basic and diluted | $ | (0.05) | $ | - | $ | (0.06) | $ | (0.01) | $ | (0.11) |
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Weighted average number of shares outstanding during the period – basic and diluted |
| 21,355,734 |
| 20,001,222 |
| 19,655,010 |
| 18,851,111 |
| 14,014,558 |
See accompanying notes to condensed financial statements.
2
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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| For the Six Months Ended June 30, 2006 |
| For the Six Months Ended June 30, 2005 |
| For the Period from October 14, 1999 (Inception) to June 30, 2006 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss | $ | (1,115,215) | $ | (220,137) | $ | (1,491,318) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Common stock issued for services |
| 1,037,500 |
| 123,829 |
| 1,234,125 |
In-kind contribution of services |
| 1,500 |
| 3,000 |
| 7,500 |
Amortization |
| - |
| - |
| 10,000 |
Changes in operating assets and liabilities: |
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Other receivables |
| - |
| 2,641 |
| - |
Acounts payable and accrued expenses |
| 5,168 |
| (365) |
| 7,495 |
Net Cash (Used In) Operating Activities |
| (71,047) |
| (91,032) |
| (232,198) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
| - |
| - |
| - |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from note payable |
| - |
| - |
| 18,000 |
Issuance of common stock |
| 63,152 |
| 140,000 |
| 216,682 |
Net Cash Provided By Financing Activities |
| 63,152 |
| 140,000 |
| 234,682 |
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NET INCREASE (DECREASE) IN CASH |
| (7,895) |
| 48,968 |
| 2,484 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 10,379 |
| - |
| - |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 2,484 | $ | 48,968 | $ | 2,484 |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During 2006, note holders converted $18,000 of notes payable into 90,000 shares of common stock at $0.20 per share based on a recent cash offering price.
See accompanying notes to condensed financial statements.
6
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
NOTE A. DESCRIPTION OF ORGANIZATION
Organization
Atlantic Capital Ventures, Inc. was formed in Nevada on October 14, 1999. The Company has not commenced its planned principal operations through June 30, 2006. In December 2004, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its name to Wimax EU, Ltd. (“hereinafter referred to as “the Company” or “Wimax”). The intended business purpose of Wimax is for providing wireless broadband internet service to commercial and residential customers primarily within countries that are members of the European Union.
Development Stage Enterprise
The Company is currently devoting substantially all of its efforts to establishing a new business and its planned principle operations have not commenced as of June 30, 2006. In their efforts to establish a new business, management is commencing with design of its business and marketing plans that include the following: preparation of a financial plan, cash forecast and operating budget; identifying markets to raise additional equity capital and debt financing; embarking on research and development activities; performing employment searches, recruiting and hiring technicians and management and industry specialists; acquiring operational and technological assets; and, developing market and distribution strategies. General and administrative expenses include professional fees, internet service charges, and other related operating expenses. Marketing and promotional expenses include costs incurred in connection with raising capital and promoting the Company.
Basis of Presentation and Going Concern
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 7, the Company's policy regarding the preparation of these financial statements includes the presenting, in addition to its statements of operations, and cash flows, the cumulative amounts of revenues and expenses, and cash flows since inception through June 30, 2006. As reflected in the accompanying financial statements, the financial statements caution the users of the Company's financial statements that these statements do not include any adjustments that might result from the outcome of this uncertainty because the Company is a development stage enterprise that has not commenced its planned principal operations.
7
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
Even though the Company has not commenced planned principal operations or generated revenues from prospective customers nor has it secured the funding necessary to meet its current working capital needs, management believes that, despite the extent of the financial requirements and funding uncertainties going forward, it has a business plan under development that, if successfully funded and executed as an integral part of a financial structuring, the Company can continue as a going concern. Management continues to actively seek various sources and methods of short and long-term financing and support; however, there can be no assurances that some or all of the necessary financing can be obtained. Management continues to explore alternatives that include seeking strategic investors, lenders and/or technology partners and pursuing other transactions that, if consummated, might ultimately result in the dilution of the interest of the current shareholders. Because of the nature and extent of the uncertainties, many of which are outside the control of the Company, there can be no assurances that the Company will be able to ultimately consummate planned principal operations or secure the necessary financing.
Interim Financial Statements
The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 2006, and the related operating results and cash flows for the interim period presented have been made. The results of operations of such interim period are not necessarily indicative of the results of the full year.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
Revenue Recognition
The Company has adopted and follows the guidance provided in the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.
8
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Loss Per Share
The Company computed basic and diluted loss per share amounts for June 30, 2006 and 2005 pursuant to SFAS No. 128, “Earnings Per Share”. As of June 30, 2006 and 2005, common share equivalents of 4,000,000 stock options were anti-dilutive and not used un the calculation of diluted net loss per share.
Stock-Based Compensation
In December 2004, the FASB issued SFAS No. 123R “Share-Based Payment” (“SFAS 123R”), a revision to SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), and superseding APB Opinion No. 25 “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including obtaining employee services in share-based payment transactions. SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. Adoption of the provisions of SFAS 123R is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005.
9
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
Fair Value of Financial Instruments
SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.
Recent Authoritative Pronouncements
SFAS 155, “Accounting for Certain Hybrid Financial Instruments” and SFAS 156, “Accounting for Servicing of Financial Assets” were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.
NOTE C – RELATED PARTY TRANSACTION
From inception, the Company paid $376,692 to certain officers and directors for professional and consulting services performed.
During May 2006, the company issued 5,000,000 shares of common stock for services to an officer with a fair value of $1,000,000 (See Note D).
NOTE D – STOCKHOLDERS’ EQUITY
During 2005, pursuant to a two-year consulting agreement with Global Internet Marketing, the Company issued 1,500,000 shares of common stock valued at a recent cash offering price of $0.10 per share. The Company recorded consulting expense of $18,750 and deferred consulting expense of $46,875 for the three months ended March 31, 2006. The Company will amortize the agreement over the life if the contract term. At June 30, 2006, the balance of deferred compensation is $28,125.
10
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
During 2006, stockholders converted $18,000 of notes payable into 90,000 shares of common stock at a recent cash offering price of $0.20 per share.
During 2006, the Company issued 250,000 shares of common stock for cash of $50,000 ($0.20 per share) to three investors.
During 2006, the Company recorded an in-kind contribution of $500 per month for services contributed by its Chief Executive Officer. As of March 31, 2006, the Company has recorded $7,500 for these services from inception.
During April 2006, the Company issued 5,000,000 shares of common stock in consideration of the appointment of the Company’s new Chief Executive Officer, Chief Financial Officer and Chairman of the Board. The shares vested upon issuance and were valued at $1,000,000 or $0.20 per share based on recent cash offering prices.
During May 2006, the Company amended it Articles of Incorporation to increase its authorized shares or common stock to 300,000,000 common shares.
During May 2006, the Company issued 41,895 shares of common stock for cash of $13,152 ($0.35 per share) to eleven investors.
NOTE E – COMMITMENTS AND CONTINGENCIES
During 2004, as amended on January 3, 2005, the Company entered into a 30-year royalty agreement with a company to license and use all URL’s owned by the licensor. The agreement calls for the Company to pay 1.5% of the gross revenue. In addition, the agreement called for the issuance of 1,000,000 shares of stock. The Company recorded the fair value of $10,000 based on recent cash offering prices ($0.01 per share). The agreement also requires the Company to have an effective registration statement prior to November 30, 2005 or the license becomes extinguished. The Company will recognize the value of the license over a term of eleven months. During the year ended December 31, 2005, the Company’s license agreement was fully amortized.
11
WIMAX EU, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2006
(UNAUDITED)
NOTE F – SUBSEQUENT EVENT
On July 10, 2006, the Company collected subscriptions receivable of $1,290.
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. Wimax EU, Ltd is a development stage company. Because the Company has not generated any revenue, it intends to report its plan of operation below.
The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Plan of Operations
During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:
Recruit key personnel - We recently hired a new CEO and are now conducting a search for additional management positions to help implement our business plan. We expect to have selected the one additional key individual within 4-6 months. The anticipated cost for the recruitment of the personnel is approximately $2,500.
Create alliances - We are currently seeking to create alliances with strategic businesses in the first two or three countries as part of our overall plan to create alliances in all European countries. With the establishment of our executive offices in Europe, we will are beginning the process of recruiting companies and people to join our team in the various countries in Europe for the further implementation of our business plan.
We intend to have the first two or three alliances established within 3 months and anticipate the cost to create the alliances to be around $5,000.
Develop relationships with hardware suppliers - As we are developing relationships and establishing the marketing and support side of our business, we are simultaneously working with manufacturers who will be providing us with the hardware required to implement our business plan. We are developing relationships with more than one supplier and to monitor the industry to continually upgrade the hardware we offer in order to remain competitive. Establishing relationships with suppliers will be an ongoing process throughout the entire 12 months and we anticipate the cost to be around $2,000.
Liquidity and Capital Resources
At June 30, 2006, we had $2,484 in cash for total assets of $2,484. The Company had $7,495 in accrued expenses for a total of $7,495 in liabilities. The Company will rely upon the issuance of common stock and additional capital contributions from shareholders to fund expenses. We do have sufficient cash on hand to maintain our current operations for the next 12 months. In order to achieve our above stated objectives we will be required to raise an additional $1,000,000. We expect to raise these funds from private sale of stock or through the exercise of existing options. Additionally, we will need to raise approximately $1,000,000 to fund our growth prior to initiating our product-roll out. We will require additional funds to implement our marketing phase and, to expand operations. No significant purchases of equipment are anticipated until the roll out phase which we intend to commence within three months. In order to facilitate this rollout phase we are currently exploring funding options to raise the funds necessary to finance our plans.
As reflected in the accompanying financial statements, we are in the development stage with limited operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Currently we have no material commitments for capital expenditures. Management believes that, even though our auditors have expressed doubt about our ability to continue as a going concern, due the commencement of our business activities we will start generating revenue which will to satisfy our cash requirements for at least the next twelve months.
Critical Accounting Policies
Wimax’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 1 of our annual audited financial statements as filed on Form 10-KSB. While all these significant accounting policies impact its financial condition and results of operations, Wimax views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Wimax's consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
SFAS 155, “Accounting for Certain Hybrid Financial Instruments” and SFAS 156, “Accounting for Servicing of Financial Assets” were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.
Subsequent Events
On July 10, 2006, the Company collected subscriptions receivable of $1,290.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit 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 and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the second quarter of fiscal 2006 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.
The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES.
During 2006, stockholders converted $18,000 of notes payable into 90,000 shares of common stock at a recent cash offering price of $0.20 per share.
During 2006, the Company issued 250,000 shares of common stock for cash of $50,000 ($0.20 per share) to three investors.
During 2006 the Company recorded an in-kind contribution of $500 per month for services contributed by its Chief Executive Officer. As of June 30, 2006, the Company has recorded $7,500 for these services from inception.
During April 2006, the Company issued 5,000,000 shares of common stock in consideration of the appointment of the Company's new Chief Executive Officer, Chief Financial Officer and Chairman of the Board. The shares vested upon issuance and were valued at $1,000,000 or $0.20 per share based on recent cash offering prices.
During May 2006, the Company amended it Articles of Incorporation to increase its authorized shares or common stock to 300,000,000 common shares.
During May 2006, the Company issued 41,895 shares of common stock for cash of $13,152 ($0.35 per share) to eleven investors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the quarter ending June 30, 2006, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
(a) | Exhibits |
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
(b) | Reports of Form 8-K |
None |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
WIMAX EU LTD. | |
Registrant |
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Date: August 30, 2006 | By: /s/ Evert Bopp |
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| Evert Bopp |
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| President, Chief Executive Officer, | ||
| Chairman of Board of Directors |
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