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 July 31, 2007. |
| |
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.)
161 Bay St. 27th Floor, Toronto, Ontario, M5J 2S1, Canada
(Address of principal executive offices)
(416) 214-1516 &nbs p;
(Issuer’s telephone number)
& nbsp;
(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 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:
168,296,672 common shares as of September 7, 2007
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
17
Item 3.
Controls and Procedures
18
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3.
Defaults Upon Senior Securities
19
Item 4.
Submission of Matters to a Vote of Security Holders
19
Item 5
Other Information
19
Item 6
Exhibits
19
SIGNATURE PAGE
CERTIFICATIONS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST SOURCE DATA, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
July 31, 2007 (Unaudited)
(Amounts expressed in US Dollars)
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FIRST SOURCE DATA, Inc
(A Development Stage Company)
Table of Contents
Interim Balance Sheets at July 31, 2007 and April 30, 2007
5
Unaudited Interim Statements of Operations for the Three Months Ended July 31, 2007
6
and 2006, and from June 10, 2004 (Inception) to July 31, 2007
Unaudited Interim Statements of Changes in Stockholders’ Equity for the Three Months
7 - 8
Ended July 31, 2007 and 2006, and the Period from June 10, 2004
(Inception) to July 31, 2007
Unaudited Interim Statement of Cash Flows for the Three Months Ended July 31, 2007
9
and 2006, and for the Period from June 10, 2004 (Inception) to July 31, 2007
Condensed Notes to Unaudited Interim Financial Statements
10- 16
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| | | | |
FIRST SOURCE DATA, INC. | | | |
(A Development Stage Company) | | | |
INTERIM BALANCE SHEETS AT JULY 31, 2007 AND APRIL 30, 2007 | |
(Amounts expressed in US Dollars) | | 31-Jul-07 | 30-Apr-07 |
| Notes | (Unaudited) | (Audited) |
ASSETS | | | |
Current Assets: | | | |
Cash and Cash Equivalents | | 57,051 | 88,388 |
Accounts Receivable, less Allowance for Doubtful Accounts | | - | 866 |
Prepaid Expenses and Deposits | | 13,525 | 13,525 |
Other Receivable | | 2,750 | 2,630 |
| | 73,326 | 105,409 |
| | | |
Property & Equipment | 4 | 6,221 | 7,699 |
| | | |
TOTAL ASSETS | | $79,547 | $113,108 |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current Liabilities: | | | |
Accounts Payable & Accruals | | 78,377 | 65,767 |
Note Payable | 3 | 50,000 | 50,000 |
| | 128,377 | 115,767 |
| | | |
COMMITMENTS AND CONTINGENCIES (NOTES 10 AND 18) | | |
| | | |
Stockholders' Deficiency: | | | |
Capital Stock | | | |
Authorized: | 6 | | |
Common stock(400,000,000 @ par value of $ 0.001) | | |
Issued: | | | |
Common stock | 6 | 168,297 | 168,297 |
Paid in Capital | | 162,078 | 162,078 |
Unamortized stock-based compensation for stockholders | 8 | (21,320) | (26,120) |
Deficit accumulated during development stage | (357,885) | (306,914) |
| | (48,830) | (2,659) |
| | | |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY | $79,547 | $113,108 |
| | | |
|
The accompanying condensed notes form an integral part of these unaudited interim financial statements. |
| | | |
| | | |
| | | |
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| | | | | | | | |
FIRST SOURCE DATA, INC. | | |
(A Development Stage Company) | | |
UNAUDITED INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS |
ENDED JULY 31, 2007 AND 2006, AND FROM JUNE 10, 2004 (SINCE INCEPTION) TO JULY 31, 2007 |
(Amounts expressed in US Dollars) | | Cumulative | | |
| | 10-Jun-04 (inception) | For the Three Months | For the Three Months |
| | through | ended | ended |
| Notes | 31-Jul-07 | 31-Jul-07 | 31-Jul-06 |
| | | | |
Revenue | | 598,355 | - | 54 |
Cost of goods sold | | 433,403 | 539 | 3,987 |
Gross margin | | 164,952 | (539) | (3,933) |
| | | | |
Expenses: | | | | |
Selling and administrative | | 489,858 | 44,154 | 28,163 |
Depreciation | | 18,524 | 1,478 | 2,048 |
Research and development | | 30,655 | 4,800 | 4,800 |
| | 539,037 | 50,432 | 35,011 |
| | | | |
Loss from continuing operations | | (374,085) | (50,971) | (38,944) |
Income from discontinued operations, net | | 16,200 | - | - |
Net Loss for the Period | | (357,885) | (50,971) | (38,944) |
| | | | |
Net Loss per share from continuing operations | | | | |
Basic | | | - | - |
Diluted | | | - | - |
Net Loss per share from discontinued operations | | | | |
Basic | | | - | - |
Diluted | | | - | - |
Net Loss per share for the period | | | | |
Basic | | | - | - |
Diluted | | | - | - |
Weighted average number of shares outstanding | | | | |
Basic | | | * 168,296,672 | *168,296,672 |
Diluted | | | * 168,296,672 | *168,296,672 |
* After giving retroactive effect of 4:1 stock splits effective September 27, 2006 and June 5, 2007. | | | |
| | | |
The accompanying condensed notes form an integral part of these unaudited interim financial statements. |
| | | |
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| | | | | | | |
FIRST SOURCE DATA, INC. |
(A Development Stage Company) |
UNAUDITED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY |
FOR THE THREE MONTHS ENDED JULY 31, 2007 AND 2006, AND THE PERIOD FROM JUNE 10, 2004 (INCEPTION) TO JULY 31, 2007 |
(Amounts expressed in US Dollars) | | | | | | |
(Page 1 of 2) | | | | | | |
| Common Stock* | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During Development Stage | Unamortized Stock-based Compen-sation | Total Stockholders’ Equity(Deficiency) |
| | | | | | |
Balance as of June 10, 2004 | - | - | - | - | - | - |
Stock issued on June 10, 2004 for cash @ 0.003 a share | 144,266,672 | 144,267 | -117,217 | | | 27,050 |
Stock issued in November 2004 for cash @ 0.20 a share | 1,120,000 | 1,120 | 12,880 | | | 14,000 |
Stock issued in November 2004 for cash @ 0.10 a share | 1,600,000 | 1,600 | 18,400 | | | 20,000 |
(valued at 0.20 a share - see note 3) | | | | | | |
Stock issued in December 2004 for cash @ 0.20 a share | 904,400 | 904 | 10,401 | | | 11,305 |
Stock issued in December 2004 for cash @ 0.10 a share | 240,000 | 240 | 1,260 | | | 1,500 |
Stock issued in December 2004 for cash @ 0.10 a share | 240,000 | 240 | 2,760 | | | 3,000 |
(valued at 0.20 a share - see note 7) | | | | | | |
Stock issued in January 2005 for cash @ 0.003 a share | 14,240,000 | 14,240 | 163,760 | | | 178,000 |
(valued at 0.20 a share - see note 3 and 7) | | | | | |
Stock issued in January 2005 for cash @ 0.10 a share | 264,000 | 264 | 1,386 | | | 1,650 |
Stock issued in January 2005 for cash @ 0.20 a share | 5,061,600 | 5,062 | 58,208 | | | 63,270 |
Stock issued in February 2005 for cash @ 0.10 a share | 160,000 | 160 | 840 | | | 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 | 168,096,672 | 168,097 | 152,678 | (164,300) | (69,120) | 87,355 |
| | | | | | | |
FIRST SOURCE DATA, INC. | | | | | | |
(A Development Stage Company) | | | | | | |
UNAUDITED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY |
FOR THE THREE MONTHS ENDED JULY 31, 2007 AND 2006, AND THE PERIOD FROM JUNE 10, 2004 (INCEPTION) TO JULY 31, 2007 |
(Amounts expressed in US Dollars) | | | | | | |
(Page 2 of 2) | | | | | | |
| Common Stock* | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During Development Stage | Unamortized Stock-based Compen-sation | Total Stockholders’ Equity(Deficiency) |
| | | | | | |
Stock issued on May 10, 2005 for cash @ 0.02 a share | 200,000 | 200 | 2,300 | | | 2,500 |
Amortization of stock-based compensation for stockholders | | | | | 23,800 | 23,800 |
Rent - Free use of existing premises for 5 months | | | 3,500 | | | 3,500 |
(From December 2005 to April 2006) | | | | | | |
Net loss for the year | | | | (4,165) | | (4,165) |
Balance as of April 30, 2006 | 168,296,672 | 168,297 | 158,478 | (168,465) | (45,320) | 112,990 |
Amortization of stock-based compensation for stockholders | | | | 19,200 | 19,200 |
Rent - Free use of existing premises for 6 months | | | 3,600 | | | 3,600 |
(From November 2006 to April 2007) | | | | | | |
Net loss for the year | | | | (138,449) | | (138,449) |
Balance as of April 30, 2007 | 168,296,672 | 168,297 | 162,078 | (306,914) | (26,120) | (2,659) |
| | | | | | |
Amortization of stock-based compensation for stockholders | | | | 4,800 | 4,800 |
Net loss from May 1 to July 31, 2007 | | | | (50,971) | | (50,971) |
Balance as of July 31, 2007 | 168,296,672 | 168,297 | 162,078 | (357,885) | (21,320) | (48,830) |
| | | | | | |
* The number in Common Stock reflects the retroactive post 4:1 stock splits effective September 27, 2006 and June 5, 2007. |
| | |
| | |
The accompanying condensed notes form an integral part of these unaudited interim financial statements. | | |
| | | | | | |
FIRST SOURCE DATA, INC. | | | |
(A Development Stage Company) | | | |
UNAUDITED INTERIM STATEMENT OF CASH FLOWS FOR THE THREE MONTHS | |
ENDED JULY 31, 2007 AND 2006, AND THE PERIOD FROM JUNE 10, 2004 (SINCE INCEPTION) TO JULY 31, 2007 |
(Amounts expressed in US Dollars) | | | |
| Cumulative 10-Jun-04 (inception) through 31-Jul-07 | For the Three Months ended 31-Jul-07 | For the Three Months ended 31-Jul-06 |
Cash Flows from Operating Activities | | | |
Net Loss | $(357,885) | $(50,971) | $(38,944) |
Adjustments made to reconcile net loss to net cash from operating activities | | | |
Depreciation | 18,524 | 1,478 | 2,048 |
Amortization of Stock Based Compensation | 47,800 | 4,800 | 4,800 |
Fair value of rent for free use of existing premises | 7,100 | - | 1,800 |
Shares issued for services rendered | | | |
For CEO | 23,640 | - | - |
For former CEO | 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 in other receivable | (2,750) | (120) | - |
Increase in prepaid expenses and deposits | (13,525) | - | 385 |
Decrease in accounts receivable | - | 866 | - |
Increase in accounts payable & accruals | 78,377 | 12,610 | (9,022) |
Cash flows provided by (used in) operating activities | (104,649) | (31,337) | (38,933) |
Cash Flows from Investing Activities | | | |
Purchase of property and equipment | (24,745) | - | - |
Cash flows used in investing activities | (24,745) | - | - |
Cash Flows from Financing Activities | | | |
Note Payable | 50,000 | - | - |
Cash received on subscribed common stock | 136,445 | - | - |
Cash flows provided by financing activities | 186,445 | - | - |
Increase in cash and cash equivalents | 57,051 | (31,337) | (38,933) |
Cash and cash equivalents, beginning of period | - | 88,388 | 135,702 |
Cash and cash equivalents, end of period | $57,051 | $57,051 | $96,769 |
| | | |
Commitments (See Notes 5 and 10) | | | |
Subsequent Events (See Note 11) | | | |
Supplemental Cash Items: | | | |
Interest paid | - | - | - |
Income taxes paid | - | - | - |
| | | |
The accompanying condensed notes form an integral part of these unaudited interim financial statements. |
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
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 a marketing management and consulting service provider. The Company is in the development stage with its main objective being the development and commercialization of a business-to-business software product titled the "AdMeUp Network" which it is currently designing. The AdMeUp Network includes online marketing software tools that can be used to manage marketing campaigns. The Company’s products and services are being designed to help companies, public institutions, and other organizations gather, manage, and analyze market information to aid their strategic decision-making processes.
The Company also designs and implements online marketing and awareness programs for its clients. The Company’s primary market consists of companies and public institutions around the world that might benefit from marketing campaign management, market data analysis, or online communication campaigns. The Company’s current target markets are luxury travel and financial services. The Company’s initial operations include: capital formation, organization, website construction, target market identification, research costs, promotional materials costs, and marketing planning.
The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB . Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the fiscal year. The financial statements should be read in conjunction with the Company’s April 30, 2007 financial statements and accompanying notes included in the Company’s 10-KSB Annual Report.
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 current cash of $ 57,051 is sufficient to cover the expenses that the Company will incur during the next twelve months. The Company’s revenues generated in the past have been from ancillary services and there is no guarantee that these sources can generate sufficient cash to fund the development of the Company’s main product, the AdMeUp Network, until its expected completion of February 2008.
Management plans to raise additional funds that the Company requires 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. RELATED PARTY TRANSACTIONS
On June 10, 2004,the Company issued 144,266,672 shares of its common stock to the former President of the Company in return for cash.
During the fiscal period ended April 30, 2005, the Company advanced $25,000 to JOYN Internet Communities Inc. where the President of the Company was also a Director of JOYN Internet Communities Inc. This loan was settled in full as at April 30, 2006. No amount was due from JOYN Internet Communities Inc. as at July 31, 2007.
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 3. RELATED PARTY TRANSACTIONS (cont’d)
On November 25, 2004, the Company issued 1,600,000 shares of its common stock to a shareholder of the Company, Foreground Image Inc., partly in return for the services and partly for cash(See note 8 for details).
On December 3, 2004, the Company issued 240,000 shares of its common stock to a shareholder of the Company, partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 1,500, which is the fair value of the services rendered.
On January 10, 2005, the Company issued 6,560,000 shares of its common stock to the former CEO of the Company, partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 82,000, which is the fair value of the shares. The difference between the fair value of the shares issued and the services rendered has been received in cash.
On January 25, 2005, the Company issued 1,920,000 shares of its common stock to the current CEO of the Company partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $ 24,000, which is the fair value of the shares. The difference between the fair value of the shares issued and the services rendered has been received in cash. A further $ 9,000 (April 30, 2007 - $ 36,000) has been paid by cash to him for the services rendered by him during the three months ended July 31, 2007.
On January 26, 2005, the Company issued 5,760,000 shares of its common stock to a shareholder of the Company, partly in return for the web hosting services provided by her and partly for cash. The stock-based portion of this issue has been valued at $ 72,000, which is the fair value of shares. The difference between the fair value of the shares issued and the services rendered has been received in cash. This fair value of the services is being amortized and has been amortized over the term of the contract 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$ 21,320 as at July 31, 2007 (April 30, 2007 - $ 26,120) and has been deducted from shareholders’ equity (See note 8 for more details).
On January 1, 2006, the Company entered into an agreement with 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 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. On January 1, 2007, the Company renewed this agreement with the same terms for a further period of 12 months to continue providing programming services on the “AdMeUp Network”.
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 3. RELATED PARTY TRANSACTIONS (cont’d)
During the three months ended July 31, 2007, $ 6,000 (April 30, 2007 - $ 3,000) has been paid by cash to the newly appointed Chief Financial Officer of the Company for professional services rendered. Prior to the appointment, on May 10, 2005, the Company issued 12,500 shares of its common stock to her in return for cash.
On April 27, 2007, a director of the Company gave an unsecured loan of $ 50,000 to the Company payable on demand and with no interest.
On April 30, 2007, the Company entered into a contract to pay one of its directors $ 10,000 to carry out services as the Company’s director for a term of one year or until removed as a director. $ 5,000 in cash was paid in May 2007(See Note 10).
The above transactions have been measured and recorded at the fair values.
NOTE 4. PROPERTY AND EQUIPMENT ($)
| | | |
July 31, 2007 | Cost | Accumulated Depreciation | Net book value |
Computer hardware | 17,736 | 11,515 | 6,221 |
Computer software | 7,009 | 7,009 | - |
| 24,745 | 18,524 | 6,221 |
| | | |
April 30, 2007 | Cost | Accumulated Depreciation | Net book value |
Computer hardware | 17,736 | 10,037 | 7,699 |
Computer software | 7,009 | 7,009 | - |
| 24,745 | 17,046 | 7,699 |
NOTE 5. OPERATING LEASE COMMITMENTS
On August 2004, the Company entered into a sub-lease agreement with Foreground Image Inc., a shareholder of the Company, 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 sub-lease term of 16 months. The fair value of these shares amounted to $20,000.
The above sub-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. to have the premises rented for $ 600 per month for a further 6 months to October 31, 2006.
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 5. OPERATING LEASE COMMITMENTS (cont’d)
On November 1, 2006, the Company renewed the sub-lease with Foreground Image Inc. to continue renting the premises from November 1, 2006 through April 30, 2007. However, no fees were payable to Foreground Image Inc. under this agreement.
The amounts of free rent were accounted for as additions to Paid-in Capital in Stockholders’ Equity and charged against income.
On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease is for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is $ 211 per month.
NOTE 6. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2007 and July 31, 2006:
Common stock, $0.001 par value; 400,000,000* shares authorized and 168,296,672* shares issued and outstanding.
Since there was no change in par value of common stock, common stock amount and additional paid in capital were adjusted accordingly.
* After giving retroactive effect of 4:1 stock splits effective September 27, 2006 and June 5, 2007.
NOTE 7. STOCK TRANSACTIONS
These transactions have been accounted for based on the fair value of the consideration received.
On June 10, 2004, the Company issued 144,266,672 shares of its common stock to the President of the Company in return for cash.
In November 2004, the Company issued 1,120, 000 shares at $ 0.20 a share in return for cash. In addition to that, on November 25, 2004, the Company issued 1,600,000 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 8 for details).
In December 2004, the Company issued 240,000 shares at $ 0.10 a share and 904,400 shares at $ 0.20 a share in return for cash. In addition to that, on December 3, 2004, the Company issued 240,000 shares of its common stock at $ 0.10 a share to a shareholder of the Company, partly in return for his services and partly for cash.
NOTE 8. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS
On January 26, 2005, the Company issued 5,760,000 shares of its common stock to a shareholder of the Company, 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 the issue price ($ 0.003 per share) and the grant-date fair value ($ 0.20 per share) and is being amortized over the term of the contract as follows:
First 36 months
- $ 1,600 a month
Next 8 months
- $ 1,665 a month
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 8. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS (cont’d)
The term of the agreement is 44 months effective from January 1, 2005. The unamortized portion of this is$ 21,320 as at July 31, 2007 (April 30, 2007 - $ 26,120) and has been deducted from shareholders’ equity.
On November 25, 2004, the Company issued 1,600, 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 the issue 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 July 31, 2007 and has been deducted from shareholders’ equity.
The total unamortized portion of stock based compensation for shareholders is$ 21,320 as at July 31, 2007 (April 30, 2007 - $ 26,120) and has been deducted from shareholders’ equity.
NOTE 9. WEB HOSTING SERVICE AND “ADMEUP NETWORK” PROGRAMMING SERVICES AGREEMENTS
The Company entered into a web hosting service agreement with a shareholder of the Company to install and service the Company’s servers.
In return for these services, on January 26, 2005, the Company issued 5,760,000 shares of its common stock to the shareholder for cash at $ 0.003 per 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 the issue 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 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.
Further, on January 1, 2006, the Company entered into an agreement with 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 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.
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 9. WEB HOSTING SERVICE AND “ADMEUP NETWORK” PROGRAMMING SERVICES AGREEMENTS (cont’d)
The choice of the form in which payment of the fees shall be made shall be solely that of the Company. On January 1, 2007, the Company renewed this agreement with the same terms for a further period of 12 months to continue providing programming services on the “AdMeUp Network”.
NOTE 10. COMMITMENTS
On January 1, 2007, the Company renewed an agreement with 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 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.
On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease is for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is $ 211 per month.
On April 30, 2007, the Company entered into a contract to pay one of its directors, $ 10,000 to carry out services as the Company’s director for a term of one year or until removed as a director. The Company paid $ 5,000 in May 2007 and the remaining fees are due by November 15, 2007.
On May 1, 2007, the Company entered into an Independent Contractor Agreement with the Chief Financial Officer, under which she would be compensated $ 2,000 per month to continue performing services as the Company’s Chief Financial Officer for a minimum of 20 hours per week from May 1, 2007 through October 31, 2007.
On May 5, 2007, the Company entered into an agreement with Haynes Capital Corp Slovakia s.r.o. whereby Haynes Capital would provide investor relations services for a monthly fee of $ 5,000 per month. The term of this contract is for a period of 3 months.
On July 1, 2007, the Company entered into an Independent Contractor Agreement with 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 four months.
NOTE 11. SUBSEQUENT EVENTS
There have been no subsequent material events.
First Source Data, Inc.
(A Development Stage Company)
Condensed Notes to Unaudited Interim Financial Statements
For the Three Months ended July 31, 2007
(Amounts expressed in US dollars)
NOTE 12. GEOGRAPHIC INFORMATION
All the Company's operations and assets are located in Canada.
NOTE 13. COMPARATIVE FIGURES
The comparative figures have been re-classified to conform to the current period’s presentation.
Item 2. Management’s Discussion and Analysis
Management’s Discussion and Analysis
INTRODUCTION
The following discussion and analysis compares our results of operations for the three months ended July 31, 2007 to the same period in 2006. This discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Quarterly Report for the three months ended July 31, 2007. This Quarterly Report contains certain forward-looking statements and our 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. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including our ability to continue as a going concern, our ability to find and retain skilled personnel, new regulations and legislation, our ability to protect our intellectual property rights, our ability to raise additional capital, and such other risks and uncertainties as may be detailed from time to time in our public announcements and filings with the U.S. Securities and Exchange Commission.& nbsp;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 our 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 three months ended July 31, 2007 as compared to the three months ended July 31, 2006
Revenue
For the three months ended July 31, 2007, we generated no revenues. For the three months ended July 31, 2006, we generated $ 54 revenue in interest income.
The reason our revenues have been negligible for these two periods is that we are a development stage company whose main strategic goal is not at this stage to generate revenues but to:
·
Develop our main software product, the AdMeUp Network, an online software system that is being designed to facilitate online marketing for the Company’s potential customers, and
·
Identify and assess potential merger and acquisition targets.
Since our inception on June 10, 2004, we have had revenues of $ 598,355 in addition to $ 16,200 in income from discontinued operations. However, these revenues had been earned for bespoke online marketing projects or were small amounts of interest paid to us. The revenues we have received to date have not been generated by the AdMeUp Network.
Expenses
During the three months ending July 31, 2007, we incurred expenses of $ 50,432, compared with $ 35,011 for the same period in 2006. The largest single expense in the three months ending July 31, 2007, $ 15,000, was for investor relations as we engaged an investor relations company to assist us in disseminating information relating to material company events. For the three months ending July 31, 2006, the largest single expense of $ 9,000 pertained to fees paid to management. We declined to extend the monthly contract with our investor relations company on July 31, 2007, as we now plan to carry out our investor relations activities in-house, although we intend to continue using
investor relations companies for any specialist services that we require. The contract was extendable by us on a month-by-month basis and we did not need to pay any penalties for declining to extend it after July 31, 2007.
Accounting and bookkeeping expenses increased from $ 3,000 for the three months ending July 31, 2006 to $ 7,500 for the three months ending July 31, 2007 primarily as a result of expenses incurred to pay our Chief Financial Officer. Research and development expenses, which pertain to development of the AdMeUp Network, were $ 4,800 for both periods. The AdMeUp Network is still in development stage and does not yet generate revenues.
Net Income/Loss
During the three month period ending July 31, 2007, we incurred a net loss of $ 50,971 compared with a net loss of $ 38,944 for the three month period ending July 31, 2006. Our expenses for the three month period ending July 31, 2007 were higher than the same period during the previous fiscal year primarily because additional expense associated with investor relations of $ 15,000 were incurred; with the exception of this expense, expenses for both periods were similar. As of July 31, 2007, we decided not to extend the monthly contract with our investor relations firm for reasons described in the ‘Expenses’ section above.
Liquidity and Capital Resources
We do not yet have an adequate source of reliable, long-term revenue to fund operations. There can be no assurance that we will in the future achieve a consistent and reliable revenue stream adequate to support continued operations and development of our main product, the AdMeUp Network. There can also be no assurance that the AdMeUp Network, when fully developed, would enable us to realize revenues sufficient to fund our operations.
As of July 31, 2007, we had cash and cash equivalents of $ 57,051. We had total current assets of $ 73,326, which includes $ 13,525 in prepaid expenses and deposits. Our liquidity as of July 31, 2007 should be interpreted in conjunction with a recorded liability of $ 50,000 loan payable to one of our Directors on demand.
Our future capital requirements will depend on a number of factors, including costs associated with development of our main product, the AdMeUp Network, the cost of marketing this system, and our ability to generate revenues from bespoke online marketing services for customers. At present, we lack sufficient cash and cash equivalents on hand to conduct operations through the end of our fiscal year ending April 30, 2008.
In order to generate adequate cash to continue operations, we plan to continue to promote our bespoke online marketing services to potential customers. We also plan to continue developing the AdMeUp Network. In addition, we intend to identify other marketing companies that are suitable for merger or acquisition. If we acquire or merge with another marketing company, we may be able to fund the continued development and marketing of the AdMeUp Network by using the cash held by the acquired or merged company or the cash proceeds of ongoing operations of the resulting company.
Our 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
Our Chief Executive Officer and our Chief Financial Officer evaluated, the effectiveness of our 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 10 - - QSB, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this
Quarterly Report, our controls and procedures are effective to ensure that information that we are required to disclose in reports that we file or submit 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 communicated to our management, including our 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. Our disclosure controls and procedures include components of internal control over financial reporting. This assessment of the effectiveness of our internal control over financial reporting made by our Chief Executive Officer and Chief Financial Officer is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide onl y 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
None.
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.
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).
3.3.
Certificate of Change to the Amended and Restated Articles of Incorporation dated June 6, 2007 (included as Exhibit 3.1 to the Form 8-K filed May 23, 2007 and incorporated herein by reference).
3.4.
Amended Bylaws, dated July 16, 2007 (included as Exhibit 3.1 to the Form 8-K filed July 16, 2007 and incorporated herein by reference).
10.1.
Independent Contractor Agreement between First Source Data, Inc. 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).
10.2.
Independent Contractor Agreement between First Source Data, Inc. and Anoma Alwis, dated May 1, 2006 (included as Exhibit 10.2 to the Form 8-K filed October 13, 2006 and incorporated herein by reference).
10.3.
Premises Rental Sub-lease Agreement between First Source Data, Inc. 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).
10.4.
Independent Contractor Agreement between First Source Data, Inc. 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).
10.5.
Independent Contractor Agreement between First Source Data, Inc. 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).
10.6.
Premises Rental Sub-lease Agreement between First Source Data, Inc. and Foreground Image, Inc., dated November 1, 2006 (included as Exhibit 10.1 to the Form 8-K filed November 3, 2006 and incorporated herein by reference).
10.7.
Independent Contractor Agreement between First Source Data, Inc. and Javed Mawji, dated December 30, 2006 (included as Exhibit 10.1 to the Form 8-K filed January 3, 2007 and incorporated herein by reference).
10.8.
Programming Services Agreement between First Source Data, Inc. and Lenka Gazova, dated January 1, 2007 (included as Exhibit 10.8 to the Form 10-KSB filed July 30, 2007 and incorporated herein by reference).
10.9.
Promissory Note between First Source Data, Inc. and Douglas McClelland, dated April 30, 2007 (included as Exhibit 10.1 to the Form 8-K filed May 4, 2007 and incorporated herein by reference).
10.10.
Director Service Agreement between First Source Data, Inc. and Stefan Wille, dated April 30, 2007 (included as Exhibit 10.1 to the Form 8-K filed May 4, 2007 and incorporated herein by reference).
10.11.
Independent Contractor Agreement between First Source Data, Inc. and Jueane Thiessen, dated May 1, 2007 (included as Exhibit 10.1 to the Form 8-K filed May 4, 2007 and incorporated herein by reference).
10.12
Independent Contractor Agreement between First Source Data, Inc. and Javed Mawji, dated July 1, 2007 (included as Exhibit 10.1 to the Form 8-K filed July 5, 2007 and incorporated herein by reference).
31.1.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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: September 7, 2007
By:/s/ Javed Mawji
Javed Mawji
Chief Executive Officer
Date: September 7, 2007
By:/s/ Jueane Thiessen
Jueane Thiessen
Chief Financial Officer
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
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
(d)
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 fourth 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: September 7, 2007
/s/ Javed Mawji
--------------------------------------
By: Javed Mawji
Chief Executive Officer
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
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
(d)
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 fourth 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: September 7, 2007
/s/ Jueane Thiessen
--------------------------------------
By: Jueane Thiessen
Chief Financial Officer
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 Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The Quarterly Report for the quarter ended July 31, 2007 (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: September 7, 2007
/s/ Javed Mawji
-------------------------------------
By: Javed Mawji
Chief Executive Officer
Date: September 7, 2007
/s/ Jueane Thiessen
-------------------------------------
By: Jueane Thiessen
Chief Financial Officer