UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
| |
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended October 31, 2006. |
| |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ______________ |
Commission file number: 333-131621
First Source Data, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada
20-1558589
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
155 Dalhousie Street, Suite 1111, Toronto, Ontario, Canada, M5B 2P7
(Address of principal executive offices)
(416) 214-1516
(Issuer’s telephone number)
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 past 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 Noo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o Nox
State the number of shares outstanding of each of the issuer ’ s classes of common equity, as of the latest practicable date:
42,074,168 common shares as of December 14, 2006
Transitional Small Business Disclosure Format (Check one): Yes o Nox
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INDEX
PART I.
FINANCIAL INFORMATION
Page
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis
15
Item 3.
Controls and Procedures
16
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3.
Defaults Upon Senior Securities
17
Item 4.
Submission of Matters to a Vote of Security Holders
17
Item 5
Other Information
17
Item 6
Exhibits
17
SIGNATURE PAGE
CERTIFICATIONS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST SOURCE DATA, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 2006 (Unaudited)
(Amounts expressed in US Dollars)
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| | | | | |
FIRST SOURCE DATA, INC. |
(A Development Stage Company) |
BALANCE SHEET AT OCTOBER 31, 2006 AND APRIL 30, 2006 |
(Amounts expressed in US dollars) |
| | October 31, 2006 | April 30, 2006 |
| Notes | (Unaudited) | (Audited) |
ASSETS | | | |
Current Assets: | | | |
Cash and Cash Equivalents | | 67,425 | 135,702 |
Prepaid Expenses and Deposits | | 48,476 | 48,863 |
Other Receivable | | 867 | 3,818 |
| | 116,768 | 188,383 |
| | | |
Property & Equipment | 5 | 11,531 | 12,158 |
| | | |
| | | |
TOTAL ASSETS | | $ 128,299 | $ 200,541 |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current Liabilities: | | | |
Revenue Received in advance | | 46,900 | 46,900 |
Accounts Payable & Accruals | | 25,387 | 40,651 |
| | 72,287 | 87,551 |
| | | |
COMMITMENTS AND CONTINGENCIES | 6,11 | | |
| | | |
Stockholders' Equity: | | | |
Capital Stock | | | |
Authorized: | | | |
Common stock(100,000,000 @ par value of $ 0.001) | | | |
Issued: | | | |
Common stock | 7 | 10,518 | 10,518 |
Paid in Capital | | 316,257 | 316,257 |
Unamortized stock-based compensation for stockholders | 9 | (35,720) | (45,320) |
Deficit accumulated during development stage | (235,043) | (168,465) |
| | 56,012 | 112,990 |
| | | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | | $ 128,299 | $ 200,541 |
| | | |
The accompanying notes form an integral part of these financial statements. |
| | | |
On behalf of the Board: | | | |
| | | | | |
| | | |
| | | |
/s/ Javed Mawji | | /s/ Jueane Thiessen |
Javid Mawji Director & Chief Executive Officer | | Jueane Thiessen Director & Chief Financial Officer |
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| | | | | | | | |
FIRST SOURCE DATA, INC. |
(A Development Stage Company) |
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED |
OCTOBER 31, 2006 AND 2005, AND FROM JUNE 10, 2004 (SINCE INCEPTION) TO OCTOBER 31, 2006 |
(Amounts expressed in US dollars) |
| Notes | Cumulative Since Inception (June 10, 2004 to October 31, 2006) | | For the Three Months Ended October 31 |
For the Six Months Ended October 31 |
2006 | 2005 | 2006 | 2005 |
| | | | | | |
Revenue | | 532,400 | - | 319,600 | - | 187,600 |
Cost of goods sold | | 401,125 | 5,898 | 234,094 | 1,133 | 136,594 |
Gross profit (loss) | | 131,275 | (5,898) | 85,506 | (1,133) | 51,006 |
| | | | | | |
Expenses: | | | | | | |
Selling and administrative | 353,049 | 46,779 | 70,658 | 18,670 | 50,859 |
Depreciation | | 13,214 | 4,300 | 3,600 | 2,252 | 1,800 |
Research and development | | 16,255 | 9,600 | - | 4,800 | - |
| | 382,518 | 60,679 | 74,258 | 25,722 | 52,659 |
| | | | | | |
Income (Loss) from continuing operations before taxes | | (251,243) | (66,577) | 11,248 | (26,855) | (1,653) |
Income taxes | | - | - | - | - | - |
Income (Loss) from continuing operations | | (251,243) | (66,577) | 11,248 | (26,855) | (1,653) |
Income from discontinued operations, net | 16,200 | - | - | - | - |
Net Income (Loss) for the Period | (235,043) | (66,577) | 11,248 | (26,855) | (1,653) |
| | | | | | |
Net Income (Loss) per share from continuing operations | | | |
Basic | | - | - | - | - | - |
Diluted | | - | - | - | - | - |
Net Income (Loss) per share from discontinued operations | | | |
Basic | | - | - | - | - �� | - |
Diluted | | - | - | - | - | - |
Net Income (Loss) per share for the period | | | | |
Basic | | - | - | - | - | - |
Diluted | | - | - | - | - | - |
Weighted average number of common shares outstanding | | | |
Basic | | | 42,074,168 | 42,074,168 | 42,074,168 | 42,074,168 |
Diluted | | | 42,074,168 | 42,074,168 | 42,074,168 | 42,074,168 |
| | | | | | |
The accompanying notes form an integral part of these financial statements. |
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| | | | | | | | | |
FIRST SOURCE DATA, INC. |
(A Development Stage Company) |
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY |
FOR THE PERIOD FROM MAY 1, 2006 TO OCTOBER 31, 2006, THE YEAR ENDED APRIL 30, 2006 AND THE PERIOD FROM JUNE 10, 2004 (SINCE INCEPTION) TO APRIL 30, 2005 |
(Amounts expressed in US dollars) |
| Common Stock (Number of Shares) | Common Stock Amount ($) | Additional Paid-in Capital ($) | Deficit Accumul. during develop stage ($) | Unamortized stock-based compensation ($) | Total Stock- Holders Equity ($) |
Balance as of June 10, 2004 | - | - | - | - | - | - |
Stock issued on June 10, 2004 for cash @ 0.003 a share | 9,016,667 | 9,017 | 18,033 | | | 27,050 |
Stock issued in November 2004 for cash @ 0.20 a share | 70,000 | 70 | 13,930 | | | 14,000 |
Stock issued in November 2004 for cash @ 0.10 a share (valued at 0.20 a share - see note 12) | 100,000 | 100 | 19,900 | | | 20,000 |
Stock issued in December 2004 for cash @ 0.20 a share | 56,525 | 56 | 11,248 | | | 11,305 |
Stock issued in December 2004 for cash @ 0.10 a share | 15,000 | 15 | 1,485 | | | 1,500 |
Stock issued in December 2004 for cash @ 0.10 a share (valued at 0.20 a share - see note 5) | 15,000 | 15 | 2,985 | | | 3,000 |
Stock issued in January 2005 for cash @ 0.003 a share (valued at 0.20 a share - see note 5 and 12) | 890,000 | 890 | 177,110 | | | 178,000 |
Stock issued in January 2005 for cash @ 0.10 a share | 16,500 | 16 | 1,634 | | | 1,650 |
Stock issued in January 2005 for cash @ 0.20 a share | 316,350 | 316 | 62,954 | | | 63,270 |
Stock issued in February 2005 for cash @ 0.10 a share | 10,000 | 10 | 990 | | | 1,000 |
| | | | | | |
Unamortized stock-based compensation for stockholders | | | | | (69,120) | (69,120) |
| | | | | | |
Net loss, from June 10, 2004 to April 30, 2005 | | | | (164,300) | | (164,300) |
Balance as of April 30, 2005 | 10,506,042 | 10,507 | 310,268 | (164,300) | (69,120) | 87,355 |
| | | | | | | | | |
| | | | | | |
Stock issued on May 10, 2005 for cash @ 0.20 a share | 12,500 | 12 | 2,488 | | | 2,500 |
Amortized stock-based compensation for Stock holders | | | 23,800 | 23,800 |
Rent - Free use of existing premises for 5 months (from December 2005 to April 2006) | | | 3,500 | 3,500 |
Net loss for the year | | | | (4,165) | | (4,165) |
Balance as of April 30, 2006 (Audited) | 10,518,542 | 10,518 | 316,257 | (168,465) | (45,320) | 112,990 |
| | | | | | |
Unamortized stock based compensation for Stock holders | | | 9,600 | 9,600 |
| | | | | | |
4 for 1 forward stock split – September 27, 2006 | 31,555,626 | | | | | |
| | | | |
Net loss, from May 1, 2006 to October 31, 2006 | | (66,577) | | (66,577) |
Balance as of October 31, 2006 (Unaudited) | 42,074,168 | 10,518 | 316,257 | (235,042) | (35,720) | 56,013 |
| | | | |
The accompanying notes form an integral part of these financial statements. | |
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| | | |
FIRST SOURCE DATA, INC. |
(A Development Stage Company) |
STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2006 AND |
2005, AND FROM JUNE 10, 2004 (SINCE INCEPTION) TO OCTOBER 31, 2006 |
(Amounts expressed in US dollars) |
(Unaudited) | Cumulative Since Inception (June 10, 2004 to October 31, 2006) | For the Six Months Ended October 31 |
|
|
| 2006 | 2005 |
Cash Flows from Operating Activities | | | |
Net Income (Loss) | $(235,043) | $(66,577) | $11,248 |
Adjustments made to reconcile net income (loss) to net cash from operating activities | | | |
Depreciation | 13,214 | 4,300 | 3,600 |
Amortization of Stock Based Compensation | 33,400 | 9,600 | 13,500 |
Fair value of rent for free use of existing premises 3,500 - | 3,500 |
Shares issued for services rendered | | | |
For CEO - Javed Mawji | 23,640 | - | - |
For former CEO - Alexei Diatchine | 80,770 | - | - |
For rent and utilities | 5,400 | - | - |
For professional services | 1,500 | - | - |
For web hosting services | 6,400 | - | - |
Changes in operating assets and liabilities | | |
(Increase)/Decrease in other receivable | (868) | 2,950 | - |
(Increase)/Decrease in prepaid expenses and deposits | (48,475) | 387 | (18,000) |
Decrease in accounts receivable | - | - | 22,000 |
Increase in revenue received in advance | 46,900 | - | - |
Increase (Decrease) in accounts payable & accruals | 25,387 | (15,264) | 7,566 |
Cash flows (used in)/provided by operating activities | (44,275) | (64,604) | 43,414 |
Cash Flows from Investing Activities | | | |
Purchase of property and equipment | (24,745) | (3,673) | - |
Cash flows used in investing activities | (24,745) | (3,673) | - |
Cash Flows from Financing Activities | | | |
Cash received on subscribed common stock | 136,445 | - | 2,500 |
Cash flows provided by financing activities | 136,445 | - | 2,500 |
Increase/(Decrease) in cash and cash equivalents | 67,425 | (68,277) | 45,914 |
Cash and cash equivalents, beginning of period | - | 135,702 | 61,085 |
Cash and cash equivalents, end of period | $ 67,425 | $67,425 | $106,999 |
The accompanying notes form an integral part of these financial statements.
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
First Source Data, Inc. (the Company) was incorporated under the laws of the State of Nevada on June 10, 2004.
The Company is in the development stage with its main objective being the development and commercialization of a business to business software product to be titled the "AdMeUp Network". Its initial operations include: capital formation, organization, web site construction, target market identification, research costs, promotional materials costs and marketing plan.
NOTE 2. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company is in a development stage and its main product, “AdmeUp Network”, is still under development with commercial usage expected in the future.
Management does not believe that the Company’s cash of $67,423 as of October 31, 2006 is sufficient to cover the expenses that the Company will incur during the next twelve months. The Company’s revenues normally generated have in the past been from ancillary services and there is no guarantee that these sources can generate sufficient cash to fund the development of the main product in the future.
Management plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through any type of offerings.
NOTE 3. RESEARCH AND PRODUCT DEVELOPMENT
During the period May 1, 2006 to October 31, 2006, the Company incurred $9,600 in Research and Product Development expenses. The Company’s focus during this period has been:
• Finalizing the overall architecture of the AdMeUp Network;
• Identifying the best way to allow the various components of the system to communicate;
• Developing the back end data mining techniques that will be required to make the project succeed; and
• Research and information gathering on optimum methodology for the “Link Exchange” component of the software. The Link Exchange is being designed to automate exchanging links between websites in the same content category in order to increase search engine rankings and, consequently, increase online traffic to both websites.
NOTE 4. RELATED PARTY TRANSACTIONS
On September 3, 2004,the Company issued 9,016,667 shares of its common stock to the former President of the Company, Doug McClelland, in return for cash.
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
During the fiscal period ended April 30, 2005, the Company advanced $25,000 to JOYN Internet Communities, Inc. where the President of the Company at the time, Douglas McClelland, was also the President of JOYN Internet Communities, Inc. This has been settled in full and no amount was due from JOYN Internet Communities, Inc. as at April 30, 2006 (2005 - Nil).
On November 25, 2004, the Company issued 100,000 shares of its common stock to a shareholder of the Company, Foreground Image, Inc., partly in return for the services and partly for cash.
On December 3, 2004, the Company issued 15,000 shares of its common stock to a shareholder of the Company, Ryan Lavallee, partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 1,500 as the difference between issued price ($ 0.01 per share) and the grant-date fair value ($ 0.20 per share) and has been charged against income as professional charges.
On January 10, 2005, the Company issued 410,000 shares of its common stock to the former Chief Executive Officer of the Company, Alexei Diatchine, partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 80,770 as the difference between issued price ($ 0.003 per share) and the grant-date fair value ($ 0.20 per share) and has been charged against income as management fees.
On January 25, 2005, the Company issued 120,000 shares of its common stock to the Chief Executive Officer of the Company, Javed Mawji, partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 23,640 as the difference between issued price ($ 0.003 per share) and the grant-date fair value ($ 0.20 per share) and has been charged against income as management fees.
On January 26, 2005, the Company issued 360,000 shares of its common stock to a shareholder of the Company, Lenka Gazova, partly in return for the web hosting services provided by her and partly for cash. The stock-based compensation portion of this issue has been valued at $ 70,920 as the difference between issued price ($ 0.003 per share) and the grant-date fair value ($ 0.20 per share) and has been amortized over the term of the contract between the Company and Lenka Gazova as follows:
First 36 months - $ 1,600 a month
Next 8 months - $ 1,665 a month
The term of the agreement is 44 months effective from January 1, 2005. The unamortized portion of this is $35,720 as at October 31, 2006 and has been deducted from shareholders’ equity.
On January 1, 2006, the Company entered into an agreement with Lenka Gazova, a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdmeUp Network”. The fees for this would be as follows:
a) $ 19,200 in cash or;
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006 (Amounts expressed in US dollars)
(Unaudited)
b) A number of shares in the common capital stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $ 19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the Company’s common shares is not at that time posted on any quotation or listing service, the weighted average price applied to the three most recent issuances of the Company’s common shares) or;
c) Some combination of a) and b) above that will yield a market value of $ 19,200 based on the foregoing valuation methodology.
The choice of the form in which payment of the Fees shall be made shall be solely that of the Company.
NOTE 5. PROPERTY AND EQUIPMENT ($)
| | | |
| | | |
October 31, 2006 | Cost | Accumulated | Net book |
| | depreciation | value |
Computer hardware | 17,736 | 7,081 | 10,655 |
Computer software | 7,009 | 6,133 | 876 |
| 24,745 | 13,214 | 11,531 |
| | | |
| | | |
April 30, 2006 | Cost | Accumulated | Net book |
| | depreciation | value |
Computer hardware | 14,063 | 4,533 | 9,530 |
Computer software | 7,009 | 4,381 | 2,628 |
| 21,072 | 8,914 | 12,158 |
NOTE 6. OPERATING LEASE COMMITMENTS
On August 1, 2004, the Company entered into a sub-lease agreement with Foreground Image, Inc. for office space. The lease is for a period of 16 months with the option to renew for a further one-year period. The lease payments are as follows.
First 12 months - $ 600 per month
Next 4 months - $ 700 per month
The Company issued 100,000 shares during the fiscal period ended April 30, 2005 to Foreground Image Inc in satisfaction of its rent obligation for the next 16 months. The fair value of these shares amounted to $20,000.
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
The above lease agreement was effective until November 30, 2005. Thereafter, the Company negotiated with Foreground Image Inc to have the premises rented to the Company free of charge for the rest of the financial year until April 30, 2006.
On May 1, 2006, the Company entered into a sub-lease agreement with Foreground Image Inc for office space. The lease was for a period of 6 months at $ 600 a month with the option to renew. The lease expired on October 31, 2006 and the Company did not exercise its option to renew.
NOTE 7. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of October 31, 2006.
Common stock, $0.001 par value; 100,000,000 shares authorized and 42,074,168 shares issued and outstanding.
On September 27, 2006, the Company effected a forward split of the issued and outstanding shares of its common stock on a four to one basis, bringing the total common shares issued and outstanding to 42,074,168. Each holder of the Company’s common stock, as of September 18, 2006, received three additional shares for every outstanding share held on September 18, 2006.
On October 3, 2006, the Company amended its articles of incorporation to increase the authorized shares of its common stock to 100,000,000 shares. There was no increase in the number of shares outstanding as a result of this change.
NOTE 8. STOCK TRANSACTIONS
These transactions have been accounted for based on the fair value of the consideration received.
On September 3, 2004, the Company issued 9,016,667 shares of its common stock to the President of the Company in return for cash.
In November 2004, the Company issued 70,000 shares at $ 0.20 a share in return for cash. In addition to that, on November 25, 2004, the Company issued 100,000 shares of its common stock at $ 0.10 a share to a shareholder of the Company, Foreground Image, Inc, partly in return for the services and partly for cash. (See note 15 for details)
In December 2004, the Company issued 15,000 shares at $ 0.10 a share and 56,525 shares at $ 0.20 a share in return for cash. In addition to that, on December 3, 2004, the Company issued 15,000 shares of its common stock at $ 0.10 a share to a shareholder of the Company, Ryan Lavallee, partly in return for his services and partly for cash.
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
NOTE 9. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS
On January 26, 2005, the Company issued 360,000 shares of its common stock to a shareholder of the Company, Lenka Gazova, partly in return for her services and partly for cash. The stock-based compensation portion of this issue has been valued at $ 70,920 as the difference between issued price ($ 0.003 per share) and the grant-date fair value. ($ 0.20 per share) and has been amortized over the term of the contract between the Company and Lenka Gazova as follows:
First 36 months - $ 1,600 a month
Next 8 months - $ 1,665 a month
The term of the agreement is 44 months effective from January 1, 2005. The unamortized portion of this is $35,720 as at October 31, 2006 and has been deducted from shareholders’ equity.
On November 25, 2004, the Company issued 100,000 shares of its common stock to a shareholder of the Company, Foreground Image, Inc, partly in return for the services and partly for cash. The stock-based compensation portion of this issue has been valued at $ 10,000 as the difference between issued price ($ 0.01 per share) and the grant-date fair value. ($ 0.20 per share) and has been amortized over the term of the contract between the Company and Foreground Image, Inc as follows:
First 12 months - $ 600 a month
Next 4 months - $ 700 a month
The term of the agreement is 16 months effective from August 1, 2004. The unamortized portion of this is$Nil as at October 31, 2006.
The total unamortized portion of stock-based compensation for shareholders is $ 35,720 as at October 31, 2006 and has been deducted from shareholders’ equity.
NOTE 10. WEB HOSTING SERVICE AND “ADMEUP” NETWORK PROGRAMMING SERVICES AGREEMENTS
The Company entered into a web hosting service agreement with Lenka Gazova to install and service the Company’s servers.
In return for these services, on January 26, 2005, the Company issued 360,000 shares of its common stock to a shareholder of the Company, Lenka Gazova, for cash at $ 0.003 a share where the issue-date share price has been determined as $0.20 a share. The stock-based compensation portion of this issue has been valued at $ 70,920 as the difference between issued price ($ 0.003 per share) and the grant-date fair value. ($ 0.20 per share) and has been amortized over the term of the contract between the Company and Lenka Gazova as follows:
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
First 36 months - $ 1,600 a month
Next 8 months - $ 1,665 a month
The term of the agreement is 44 months effective from January 1, 2005.
Further, on January 1, 2006, the Company entered into an agreement with Lenka Gazova, a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdmeUp Network”. The fees for this would be as follows:
a) $ 19,200 in cash or;
b) A number of shares in the common capital stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $ 19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the Company’s common shares is not at that time posted on any quotation or listing service, the weighted average price applied to the three most recent issuances of the Company’s common shares); or
c) Some combination of a) and b) above that will yield a market value of $ 19,200 based on the foregoing valuation methodology.
The choice of the form in which payment of the Fees shall be made shall be solely that of the Company.
NOTE 11. COMMITMENTS
On May 1, 2006, the Company entered into a sub-lease agreement with Foreground Image, Inc. for office space. The lease was for a period of 6 months at $ 600 a month and expired on October 31, 2006.
On March 1, 2006, the Company entered into an agreement with Javed Mawji, the Chief Executive Officer of the Company for managing and directing daily operations of the Company pursuant to the directives of the Board of Directors for a monthly fee of $ 3,000 for a period of six months.
On May 1, 2006, the Company entered into an agreement with then Chief Financial Officer of the company, Anoma Alwis, for managing and directing financial operations of the Company pursuant to the directives of the Board of Directors for a monthly fee of $ 1,000 for a period of one year. On October 10, 2006, the Company provided to Mr. Alwis written notice of termination of this agreement. Termination was effective on November 8, 2006. The Company terminated this agreement because Mr. Alwis no longer had sufficient availability to perform his duties required under the agreement. This information was made available on EDGAR on October 10, 2006.
On January 1, 2006, the Company entered into an agreement with Lenka Gazova, a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdMeUp Network”. The fees for these services would be selected by the Company from one of the following options:
a) $ 19,200 in cash or;
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First Source Data, Inc.
(A Development Stage Company)
Condensed Notes on Interim Financial Statements
For the Six Months ended October 31, 2006
(Amounts expressed in US dollars)
(Unaudited)
b) A number of shares in the common capital stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $ 19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the Company’s common shares is not at that time posted on any quotation or listing service, the weighted average price applied to the three most recent issuances of the Company’s common shares); or
c) Some combination of a) and b) above that will yield a market value of $ 19,200 based on the foregoing valuation methodology.
On October 12, 2006, the Company entered into an Independent Contractor Agreement with Javed Mawji, who is the Company’s Chief Executive Officer and one of our directors. The agreement provides for compensation of $3,000 per month to be paid to Mr. Mawji for performance of services as the Company’s Chief Executive Officer from September 1, 2006 through December 1, 2006. This agreement permits early termination by either party upon delivery of 30 days advance written notice.
On October 17, 2006, the Company entered into an Independent Contractor Agreement with the Company’s Chief Financial Officer and one of its directors, Jueane Thiessen pursuant to which Ms. Thiessen shall perform services as the Company’s Chief Financial Officer. The term of the agreement commences October 17, 2006 and ends April 30, 2007, unless terminated earlier. In consideration for her services, Ms. Thiessen is entitled to receive cash compensation of $1,000 per month or a pro-rated amount for any partial months during which services are performed.
NOTE 12. SUBSEQUENT EVENTS
On November 1, 2006, the Company entered into a new sub-lease agreement with Foreground Image Inc. for office space. The lease expires on April 30, 2007 unless terminated earlier by written notice of either party and no consideration is payable by the Company under the lease.
NOTE 13. COMPARATIVE FIGURES
The comparative figures have been re-classified to conform to the current year’s presentation.
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Item 2. Management’s Discussion and Analysis
INTRODUCTION
The following discussion and analysis compares the Company’s results of operations for the six months ended October 31, 2006 to the same period in 2005. This discussion and analysis should be read in conjunction with the Company’s financial statements and the related notes thereto included elsewhere in this Quarterly Report for the six months ended October 31, 2006. This Quarterly Report contains certain forward-looking statements and the Company’s future operation results could differ materially from those discussed herein.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the Company’s ability to continue as a going concern, the Company’s ability to find and retain skilled personnel, new regulations and legislation, the Company’s ability to protect its intellectual property rights, its ability to raise additional capital, and such other risks and uncertainties as may be detailed from time to time in its public announcements and filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and the Company’s future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
Results of operations for the six months ended October 31, 2006 as compared to the six months ended October 31, 2005
Revenue
For the six months ended October 31, 2006, the Company generated no revenues from operations. For the six months ended October 31, 2005, the Company generated $319,600 in revenues. The reduction in revenues for the comparable period is due to a lack of sales, which in turn was due to management devoting fewer resources toward marketing the Company’s products and services. Instead, the Company’s management focused its attention on: 1) becoming publicly reported in the United States, which was achieved on September 11, 2006 and 2) developing the AdMeUp Network, which is still in the development stage and does not yet generate revenues. During the six months ended October 31, 2006, management has also devoted considerable time to identifying and assessing potential acquisition targets.
Expenses
During the six months ending October 31, 2006, the Company incurred expenses of $60,679, compared with $74,258 for the same period in 2005. For the six months ending October 31, 2005, the Company’s primary expenses were professional services (consisting of legal and accounting), management fees, and web hosting for the Company’s servers. For the same period in 2006, the Company’s major expenses were management fees, web hosting, and Research and Development expenses associated with the development of the AdMeUp Network. The Company incurred higher expenditures on professional services during the six months ending October 31, 2005 was because it was preparing to become publicly reporting. During the second period, the six months ending October 31, 2006, the Company’s focus was on developing the AdMeUP Network and it incurred different types of expenses
commensurate with this focus, in particular increased spending on Research & Development. ‘Selling and Administrative’ expenses declined from $70,658 for the six months ending October 31, 2005 to $46,779 for the same period in 2006, consistent with the Company’s reduced revenues.
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Net Income/Loss
During the six month period ending October 31, 2006, the Company incurred a net loss of $66,577 compared with net income of $11,248 for the six month period ending October 31, 2005. This loss occurred because the Company did not generate revenues during the six months ending October 31, 2006. However, part of the loss for the six month period ending October 31, 2006 was due to an increased Research and Development expenditure (of $9,600) incurred to further develop the AdMeUp Network. The AdMeUp Network is still in development stage and does not yet generate revenues.
Liquidity and Capital Resources
The Company does not yet have an adequate source of reliable, long-term revenue to fund operations. There can be no assurances that the Company will in the future achieve a consistent and reliable revenue stream adequate to support continued operations and development of its main product, the AdMeUp Network, an online software system that is being designed to facilitate online marketing for the Company’s potential customers.
As of October 31, 2006, the Company had cash and cash equivalents of $67,425. The Company also had $48,476 in prepaid expenses and deposits, and other receivables of $868, on the same date. The Company’s liquidity as of October 31, 2006 should be interpreted in conjunction with $46,900 of revenue that the Company had received in advance for services not yet performed as of October 31, 2006.
The Company’s future capital requirements will depend on a number of factors, including costs associated with development of its main product, the AdMeUp Network, the cost of marketing this system, and the Company’s ability to generate revenues from bespoke online marketing services for customers. At present, the Company lacks sufficient cash and cash equivalents on hand to conduct operations through the end of 2007.
In order to generate adequate cash to continue operations, the Company plans to continue to promote its bespoke online marketing services to potential customers. The Company also plans to continue developing the AdMeUp Network. In addition, the Company intends to identify other marketing companies that are suitable for acquisition. If the Company acquires another marketing company, it may be able to fund the continued development and marketing of the AdMeUp Network by using the cash held by the acquired company or the cash proceeds of ongoing operations of the combined company.
The Company’s financial statements have been prepared on a continuing operation basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Off-balance Sheet Arrangements
None.
Item 3: Controls and Procedures
The Company’s management evaluated, with the help of its Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10Q-SB, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, the Company’s controls and procedures are effective to ensure that information that the Company is required to disclose in reports that it
files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and
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communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to management. The Company’s disclosure controls and procedures include components of internal control over financial reporting. Management's assessment of the effectiveness of the Company’s internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
None.
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
On October 2, 2006, the Company held a special meeting of shareholders to obtain approval to amend the its articles of incorporation. At this meeting, the shareholders approved an increase in the authorized common shares of the Company from 50,000,000 to 100,000,000 without effecting a proportionate increase in the number of shares owned by each shareholder or changing par value. The shareholders also approved an amendment to remove restrictions on the transferability of shares previously contained in Article 4 of the Company’s articles of incorporation such that only the first paragraph of Article 4 remained. Each of these actions was approved by the shareholders casting 9,966,667 votes in favor of the action and 0 votes against with 0 votes withheld. There were no abstentions.
Item 5. Other Information
None.
Item 6. Exhibits
3.1
Amended and Restated Articles of Incorporation, dated July 27, 2004 (included as Exhibit 3.1 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
3.2
Bylaws, dated June 10, 2004 (included as Exhibit 3.2 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
3.3
Amended Bylaws, dated July 28, 2005 (included as Exhibit 3.3 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
3.4
Certificate of Amendment to the Amended and Restated Articles of Incorporation dated October 3, 2006 (included as Exhibit 3.1 to the Form 8-K filed October 10, 2006 and incorporated herein by reference)..
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10.1
Written summary of oral contract between the Company and Alexei Diatchine, dated July 25, 2004 (included as Exhibit 10.1 to the Form SB-2/A filed August 14, 2006 and incorporated herein by reference).
10.2
Premises Rental Sub-lease Agreement between the Company and Foreground Image, Inc., dated August 1, 2004 (included as Exhibit 10.1 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
10.3
Written summary of oral contract between the Company and Ryan Lavallee, dated November 1, 2004 (included as Exhibit 10.3 to the Form SB-2/A filed August 14, 2006 and incorporated herein by reference).
10.4
Promissory Note between the Company and I-Dating Solutions, Inc., dated September 8, 2004 (included as Exhibit 10.2 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
10.5
Web Hosting Service Agreement between the Company and Lenka Gazova, dated January 1, 2005 (included as Exhibit 10.3 to the Form SB-2/A filed June 27, 2006 and incorporated herein by reference).
10.6
Independent Contractor Agreement between the Company and Javed Mawji, dated March 1, 2005 (included as Exhibit 10.3 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
10.7
Independent Contractor Agreement between the Company and Anoma Alwis, dated May 1, 2005 (included as Exhibit 10.4 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
10.8
Amending Agreement to Independent Contractor Agreement between the Company and Javed Mawji, dated October 1, 2005 (included as Exhibit 10.5 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
10.9
Programming Services Agreement between the Company and Lenka Gazova, dated January 1, 2006 (included as Exhibit 10.7 to the Form SB-2/A filed June 27, 2006 and incorporated herein by reference).
10.10
Independent Contractor Agreement between the Company and Javed Mawji, dated March 1, 2006 (included as Exhibit 10.6 to the Form SB-2/A filed April 20, 2006 and incorporated herein by reference).
10.11
Independent Contractor Agreement between the Company and Anoma Alwis, dated May 1, 2006 (included as Exhibit 10.9 to the Form SB-2/A filed June 27, 2006 and incorporated herein by reference).
10.12
Premises Rental Sub-lease Agreement between the Company and Foreground Image, Inc., dated May 1, 2006 (included as Exhibit 10.10 to the Form SB-2/A filed June 27, 2006 and incorporated herein by reference).
10.13
Form of Subscription Agreement entered into with each of the selling shareholders (included as Exhibit 10.13 to the Form SB-2/A filed August 14, 2006 and incorporated herein by reference).
10.14
Independent Contractor Agreement between the Company and Javed Mawji, dated October 12, 2006 (included as Exhibit 10.1 to the Form 8-K filed October 13, 2006 and incorporated herein by reference).
10.15
Independent Contractor Agreement between the Company and Jueane Thiessen, dated October 17, 2006 (included as Exhibit 10.1 to the Form 8-K filed October 23, 2006 and incorporated herein by reference).
14.1
Code of Ethics (included as Exhibit 14.1 to the Form SB-2 filed February 7, 2006 and incorporated herein by reference).
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST SOURCE DATA, INC.
Date December 14, 2006
By:/s/ Javed Mawji
Javed Mawji
Chief Executive Officer
Date December 14, 2006
By:/s/ Jueane Thiessen
Jueane Thiessen
Chief Financial Officer
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Javed Mawji, certify that:
1.
I have reviewed this quarterly report of First Source Data, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including any of its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: December 14, 2006
/s/ Javed Mawji
--------------------------------------
By: Javed Mawji
Chief Executive Officer
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jueane Thiessen, certify that:
1.
I have reviewed this quarterly report of First Source Data, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including any of its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: December 14, 2006
/s/ Jueane Thiessen
---------------------------------------
By: Jueane Thiessen
Chief Financial Officer
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EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of First Source Data, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The Quarterly Report for the quarter ended October 31, 2006 (the "Form 10-QSB") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 14, 2006
/s/ Javed Mawji
-------------------------------------
By: Javed Mawji
Chief Executive Officer
Date: December 14, 2006
/s/ Jueane Thiessen
-------------------------------------
By: Jueane Thiessen
Chief Financial Officer
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