UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2010
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
OTEEGEE INNOVATIONS INC.
(Exact name of registrant as specified in Charter
| NEVADA | 333-149552 | |||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employee Identification No.) |
3651 Lindell Rd. Suite D155
Las Vegas, NV, 89103
(Address of Principal Executive Offices)
_______________
1-800-854-7970
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 19, 2011: 30,390,000 shares of common stock.
OTEEGEE INNOVATIONS, INC. (FORMERLY PAY BY THE DAY HOLDINGS, INC.)
FORM 10-Q
November 30, 2010
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. | Financial Statements | F-1 - F-7 |
Item 2. | Management’s Discussion and Analysis or Plan of Operation | 1 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 5 |
Item 4T | Control and Procedures | 5 |
PART II-- OTHER INFORMATION
Item 1 | Legal Proceedings | 7 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
Item 3. | Defaults Upon Senior Securities | 7 |
Item 4. | (Removed and Reserved) | 7 |
Item 5. | Other Information | 7 |
Item 6. | Exhibits | 7 |
SIGNATURE
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
30 NOVEMBER 2010
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
AS AT
(Expressed in United States Dollars)
30 November 2010 (Unaudited) | 31 August 2009 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 15,726 | $ | 84 | ||||
| Convertible notes receivable | 22,677 | 21,978 | ||||||
| Total Current Assets | 38,403 | 22,062 | ||||||
| Long Term Assets | ||||||||
| Equipment | 2,544 | 3,213 | ||||||
| Total Assets | $ | 40,947 | $ | 25,275 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 83,730 | $ | 77,988 | ||||
| Convertible notes payable | 28,540 | 18,540 | ||||||
| Advances from shareholder | 3,702 | 828 | ||||||
| Advances from related party | 5,323 | 5,000 | ||||||
| Total Liabilities | 121,295 | 102,356 | ||||||
| Stockholders' Deficit | ||||||||
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 15,390,000 (31 August 2010 - 15,390,000) | 15,390 | 15,390 | ||||||
| Additional paid-in capital | 396,760 | 396,760 | ||||||
| Accumulated other comprehensive loss | (5,930 | ) | (5,014 | ) | ||||
| Common stock issuable | 58,000 | 50,000 | ||||||
| Deficit accumulated during the development stage | (544,568 | ) | (534,217 | ) | ||||
| Total Stockholders' Deficit | (80,348 | ) | (77,081 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 40,947 | $ | 25,275 |
The accompanying notes are an integral part of these consolidated financial statements.
F-1
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in United States Dollars)
For the Three Months Ended 30 November 2010 | For the Three Months Ended 30 November 2009 | For the Period from Inception (5 June 2003) to 30 November 2010 | ||||||||||
| SALES | 392 | 825 | 385,046 | |||||||||
| COST OF GOODS SOLD | - | 394 | 265,934 | |||||||||
| GROSS PROFIT | 392 | 431 | 119,112 | |||||||||
| EXPENSES | ||||||||||||
| Professional fees | 7,803 | 225 | 523,969 | |||||||||
| Interest and bank charges | 353 | 1,852 | 19,136 | |||||||||
| Depreciation | 770 | 721 | 18,409 | |||||||||
| Office and general | 172 | 185 | 35,779 | |||||||||
| Advertising and promotion | 621 | 38 | 34,943 | |||||||||
| Rent and occupancy costs | - | - | 28,132 | |||||||||
| Vehicle | - | - | 1,110 | |||||||||
| Bad debts | - | - | 9,774 | |||||||||
| Telecommunications | 1,032 | 1,002 | 37,361 | |||||||||
| TOTAL OPERATING EXPENSES | 10,751 | 4,023 | 708,613 | |||||||||
| LOSS FROM OPERATIONS | (10,359 | ) | (3,592 | ) | (589,501 | ) | ||||||
| Foreign exchange gain | 2 | - | 18,844 | |||||||||
| Interest income | - | - | 11,821 | |||||||||
| Realized loss on disposal of available-for-sale securities | - | - | (2,096 | ) | ||||||||
| Gain on extinguishment of debt | - | - | 19,126 | |||||||||
| Loss on disposal of assets | - | - | (2,762 | ) | ||||||||
| NET LOSS | $ | (10,357 | ) | $ | (3,592 | ) | $ | (544,568 | ) | |||
| Foreign currency translation adjustment | (916 | ) | (1,087 | ) | (5,930 | ) | ||||||
| COMPREHENSIVE LOSS | $ | (11,273 | ) | $ | (4,679 | ) | $ | (550,498 | ) | |||
| LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | $ | 0.00 | $ | 0.00 | ||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 15,390,000 | 7,190,000 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
For the Three Months Ended 30 November 2010 | For the Three Months Ended 30 November 2009 | For the Period from Inception (5 June 2003) to 30 November 2010 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | (10,357 | ) | $ | (3,592 | ) | $ | (544,568 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation | 770 | 721 | 18,308 | ||||||||
| Loss on disposal of assets | - | - | 2,762 | ||||||||
| Issuance of common stock for services | - | - | 51,000 | ||||||||
| Accrued interest on convertible note payable | - | 1,795 | 50,000 | ||||||||
| Write off deferred costs | - | - | 120,000 | ||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts payable and accrued liabilities | 5,740 | 1,643 | 83,730 | ||||||||
| CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (3,847 | ) | 567 | (218,768 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Disposition of equipment | - | - | 4,462 | ||||||||
| Acquisition of equipment | - | - | (28,076 | ) | |||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | - | - | (23,614 | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from convertible note payable | 10,000 | - | 28,540 | ||||||||
| Loan receivable | - | - | (22,677 | ) | |||||||
| Advances from stockholder | 2,874 | 486 | 3,702 | ||||||||
| Advances from related party | 323 | - | 125,323 | ||||||||
| Proceeds received from common stock issuable | 8,000 | - | 129,150 | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 21,197 | 487 | 264,038 | ||||||||
| EFFECT OF FOREIGN CURRENCY TRANSLATION | (1,708 | ) | (1,087 | ) | (5,930 | ) | |||||
| NET INCREASE (DECREASE) IN CASH | 15,642 | (33 | ) | 15,726 | |||||||
| CASH, BEGINNING OF PERIOD | 84 | 33 | - | ||||||||
| CASH, END OF PERIOD | $ | 15,726 | $ | - | $ | 15,726 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(FORMERLY PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 30 NOVEMBER 2010
(Expressed in United States Dollars)
| 1. | NATURE OF OPERATIONS AND ORGANIZATION |
Nature of Operations
Pay By The Day Holdings Inc. (“PBTD”) was incorporated in the State of Nevada on 31 August 2007. On 22 March 2010, PBTD filed a certificate of amendment to amend the articles of incorporation (the “Amendment”) with the Nevada Secretary of State changing the Company’s name to Oteegee Innovations, Inc. (the “Company” or “Oteegee”).
On 31 August 2007 the Company acquired Pay by the Day Company Inc. ("PBDC"), which was incorporated in Canada on 5 June 2003. PBDC is a company whose principal line of business is selling computers and other electronic components through telephone and web orders, which the company then finances through a third party.
On 7 April 2010, the Company affected a 10 or 1 forward split of its issued and outstanding common stock. The Company’s issued and outstanding common shares were increased from 1,539,000 to 15,390,000. All references in the financial statements to the number of shares outstanding and per share amounts of the Company’s common stock have been restated retroactively to reflect the effect of the stock split for all periods presented. The Company also increased its authorized common shares from 100,000,000 to 200,000,000.
On 29 November 2010, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Alain Champagne and other parties (the “Selling Group”) to acquire a One Hundred (100%) interest in the Abigail Lithium Project located in the James Bay, Quebec region of Canada. It is covered by NTS sheets 320/12 and 320/13. The property is made up of 222 map-designated cells totaling 11,844 hectares. Pursuant to the Agreement, on December 7, 2010 the Company issued a total of 15,000,000 shares of common stock plus committed to an additional payment of $250,000 in cash with $100,000 payable 90 days from the closing of the Agreement and $150,000 payable 180 days from the closing of the Agreement. In addition, the Company has agreed to a minimum initial exploration work budget of $30 0,000 to commence no later than 16 May 2011. The Company has agreed to pay the Selling Group a 3% royalty on any commercial producing mineral deposit. The Company is in the process of incorporating a new company in Wyoming named Tucana Explorations Inc. On closing of the interest in the Abigail Lithium Project, the property will be owned by Tucana Explorations Inc. (“Tucana”).
The Company will operate both Pay By The Day and Tucana as wholly owned subsidiaries. The Company operates under the web-site address www.oteegeeinnovations.com with its two subsidiary web-site addresses as www.paybytheday.com and www.tucanaexploration.com.
| 2. | BASIS OF PRESENTATION |
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended 30 November 2010 are not necessarily indicative of the results that may be expected for the year ending 31 August 2011. For further information, refer to the financial statements and footnotes thereto included in the CompanyR 17;s annual report on Form 10-K for the year ended 31 August 2010.
F-4
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
| 3. | GOING CONCERN |
These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
The Company is actively seeking financing for its current projects. The Company is optimistic that the financing will be secured and the going concern risk will be removed. We are in discussions with various parties and believe a successful financing is imminent. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of shares of common stock from the Company’s authorized capital.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
| 4. | RECENT ACCOUNTING PRONOUNCEMENTS |
In April 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-13—Compensation—Stock Compensation (Topic 718),which addresses the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. This Update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal y ears, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company expects that the adoption of the amendments in this update will not have any significant impact on its financial position and results of operations.
January 2010, the FASB issued ASU 2010-02, Consolidation: Accounting and Reporting for Decreases in Ownership of a Subsidiary – A Scope Clarification. ASU 2010-02 amends the Codification to clarify that the scope of the decrease in ownership provisions of ASC 810-10 and related guidance applies to: (i) a subsidiary or group of assets that is a business or nonprofit activity; (ii) a subsidiary that is a business or nonprofit activity that is transferred to an equity method or joint venture; (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity-method investee or joint venture); and (iv) a decrease in ownership in a subsidiary that is not a business or nonprofit activity when the substance of the transaction causing the decreas e in ownership is not addressed in other authoritative guidance. If no other guidance exists, an entity should apply the guidance in ASC 810-10. The amendments in the update also clarify that the decrease in ownership guidance in ASC 810-10 does not apply to sales of in-substance real estate or conveyances of oil and gas mineral rights, even if these transfers involve businesses.
In January 2010, the FASB issued ASU 2010-01, Equity: Accounting for Distributions to Shareholders with Components of Stock and Cash. ASU 2010-01 amends the Codification to clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. ASU 2010-01 codifies the consensus reached by the Emerging Issues Task Force in Issue No. 09-E, Accounting for Stock Dividends, including Distributions to Shareholders with Components of Stock and Cash.
F-5
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
| 5. | CONVERTIBLE NOTES PAYABLE |
In May 2010 the Company issued a one year convertible note payable in the amount of $14,990. The convertible note payable matures in twelve months, is unsecured, bears interest at 5% per annum and interest accrues and is payable in cash upon maturity or repayment of the principal prior to the date of maturity, provided that the elected conversion to common shares does not occur. At any time or times on or before 26 May 2011, the note holder shall be entitled to convert any portion of the outstanding and unpaid amount into fully paid and nonassessable shares of common stock at a conversion price of $0.75 per common share.
In August 2010 the Company issued a one year convertible note payable in the amount of $3,550. The convertible note payable matures in twelve months, is unsecured, bears interest at 5% per annum and interest accrues and is payable in cash upon maturity or repayment of the principal prior to the date of maturity, provided that the elected conversion to common shares does not occur. At any time or times on or before 11 August 2011, the note holder shall be entitled to convert any portion of the outstanding and unpaid amount into fully paid and nonassessable shares of common stock at a conversion price of $0.10 per common share.
In November 2010 the Company issued a one year convertible note payable in the amount of $10,000. The convertible note payable matures in twelve months, is unsecured, bears interest at 5% per annum and interest accrues and is payable in cash upon maturity or repayment of the principal prior to the date of maturity, provided that the elected conversion to common shares does not occur. At any time or times on or before 29 November 2011, the note holder shall be entitled to convert any portion of the outstanding and unpaid amount into fully paid and nonassessable shares of common stock at a conversion price of $0.05 per common share.
| 6. | ADVANCES FROM STOCKHOLDER |
The advances from stockholder were from the sole director and shareholder, Jordan Starkman. The amount as at 30 November 2010 of $3,702 (31 August 2010 - $828) is non interest bearing, unsecured and due on demand. The carrying value of the advances approximates the market value due to the short term maturity of the financial instruments.
| 7. | CONVERTIBLE NOTES RECEIVABLE |
In accordance with a Letter of Intent entered into on 12 March 2010, the Company provided advances for administrative and other organizational expenses to Grail Semiconductor, Inc and Solar Utilities, which were required to close the acquisition of the assets of Grail Semiconductor. The advances are non-interest bearing and secured by convertible notes to equity of Grail Semiconductor and Solar Utilities. If a closing does not occur, the notes will convert to equity according to the terms of the respective note, and such conversion will be the sole recourse of the Company for all such expenditures. On 20 August 2010, the Company received a notice of termination of the Letter of Intent with Grail Semiconductor. As of the date of this report, the notes have not been converted into equity of Grail Semiconductor and Solar Utilities and the conversion terms are currently being negotiated.
| 8. | RELATED PARTY TRANSACTIONS |
The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:
Advances from a related company controlled by Jordan Starkman, the sole director of Oteegee as at 30 November 2010 were $5,323 (August 31 2010 - $5,000). These advances are non interest bearing, unsecured and with no specific terms of repayment.
F-6
OTEEGEE INNOVATIONS, INC. AND SUBSIDIARY
(A Development Stage Company)
| 9. | CAPITAL STOCK |
In November 2010 the Company received $8,000 in exchange for 160,000 shares of common stock to be issued at $0.05 per share. The value of $8,000 is included in common shares issuable which are a component of additional paid-in-capital in our Consolidated Balance Sheet. These shares are expected to be issued in the next quarter.
During the year ended August 31, 2010, the Company recorded $50,000 for consulting services rendered in exchange for common shares to be issued. The value of $50,000 is included in common shares issuable which are a component of additional paid-in-capital in our Consolidated Balance Sheet. These shares are expected to be issued in the next quarter.
| 10. | SUPPLEMENTAL CASH FLOW INFORMATION |
During the periods ended 30 November 2010 and 2009 and for the period from inception to 30 November 2010, there were no interest or taxes paid by the Company.
| 11. | SUBSEQUENT EVENT |
On 2 December 2010, the Company closed the Asset Purchase Agreement (the “Agreement”) with Alain Champagne and other parties (the “Selling Group”) to acquire a One Hundred (100%) interest in the Abigail Lithium Project located in the James Bay, Quebec region of Canada. It is covered by NTS sheets 320/12 and 320/13. The property is made up of 222 map-designated cells totaling 11,844 hectares. Pursuant to the Agreement, on December 7, 2010 the Company issued a total of 15,000,000 shares of common stock plus committed to an additional payment of $250,000 in cash with $100,000 payable 90 days from the closing of the Agreement and $150,000 payable 180 days from the closing of the Agreement. In addition, the Company has agreed to a minimum initial exploration work budget of $300,000 to commence no later than 16 May 2011. The Company has agreed to pay the Selling Group a 3% royalty on any commercial producing mineral deposit. The Company is in the process of incorporating a new company in Wyoming named Tucana Explorations Inc. On closing of the interest in the Abigail Lithium Project, the property will be owned by Tucana Explorations Inc (“Tucana”).
F-7
Item 2. Management’s Discussion and Analysis or Plan of Operation
The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
The Company is actively seeking financing for its current projects. The Company is optimistic that the financing will be secured and the going concern risk will be removed. We are in discussions with various parties and believe a successful financing is imminent. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of shares of common stock from the Company’s authorized capital.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.
Plan of Operation for Tucana Exploration
On December 2, 2010, the Company closed an Asset Purchase Agreement with a group of sellers to acquire 100% interest in the Abigail Lithium Project located in the James Bay, Quebec region. The property is made up of 222 map-designated cells totaling 11,844 hectares. The Company plans on commencing an initial work program on the property consisting of an airborne electromagnetic and magnetic survey covering the entire property, at a 125-m line spacing. This survey will locate the ultramafic intrusions if they exist, the basalt and/or ultramafic remnants, the contrast between the gneiss and Champion Lake granitoids and, if the magnetic contrast with the encasing rocks is strong enough, the pregmatites. The survey will be followed up by a geological survey and prospecting program covering the targe ts to be defined by the airborne survey.
The budget to complete the initial work program on the property is described below:
| Airborne Magnetic and Electromagnetic Survey (125m line spacing) | TOTAL |
| Airborne survey, mob and demob, lump sum | 20,000 |
| Survey (Mag and VLF) 1,095km @ $73/km | 79,935 |
| Wait time, additional survey lines, ect | 35,000 |
| Contingency 12% | 16,192 |
| Total Airborne Survey | $151,127 |
| Geological Survey and Prospecting | |
| Geological survey, 2 geologists, 2 helpers, room and board, helicopter support if needed, assays, all inclusive for approximately 45 days | 135,000 |
| Contingency 12% | 16,200 |
| Total Geological Survey | $151,200 |
| Total Airborne and Geological | $302,327 |
1
The Company is in the process of incorporating a new company in Wyoming named Tucana Explorations Inc. On closing of the interest in the Abigail Lithium Project, the property will be owned by Tucana Explorations Inc.
The Company will be committed to an initial exploration work budget of a minimum of $300,000 to commence no later than May 16, 2011.
The Company is currently negotiating the financing of the Company’s business operations with a number of parties. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.
Plan of Operation for PBTD Segment
The Company will continue with the Pay By The Day operations and its promotion of PBTD CreditPlus after the Abigail acquisition is completed. The promotion of PBTD CreditPlus is contingent upon the Company successfully obtain financing and will begin with the production of a new 30 second direct response commercials. The campaign will be nationwide with multiple station coverage. We are currently in discussions with a Canadian based media company to produce an infomercial that will air on stations across Ontario. The cost of producing and airing the infomercial is approximately $20,000. We expect the p rofits generated from the infomercial campaign to fund additional air time slots. PBTD anticipates the production of the infomercial and commercial to begin 6-8 months once the financing is obtained. We produced two 30 second spot commercials in 2004 that aired Canada wide with a focus on Northern Ontario and all of Alberta. The new television advertising campaign will be initiated with the guidance of an advertising agency. We determine the areas of interest and the agency provides us with various rates, time slots available, and the stations catering to our focus area.
We plan to hire 2-3 additional sales people plus 1 administrative staff member. The hiring of additional staff will take place once the funds are raised to advertise more aggressively. Depending on the number of incoming calls to us and the success of the advertising campaign, we may also be required to upgrade our phone system and upgrade our current database to allow for easier access to customer files. Currently, management is able to process applications and handle the incoming calls with our current resources.
We have formed a relationship with Equifax. This allows us to process the credit files and check customers credit scores ourselves prior to sending the application to our third party finance service provider. The cost of running an Equifax file is $10. This is an additional expense to the company that will be added into our customer's purchases. We have also been approved by Equifax to report customer's trade files to Equifax on a monthly basis. There is no fee associated with reporting to Equifax.
The fundamental concept of our business involves the granting of credit by either our third party finance service provider or by PBTD internally. Our relationship with our third party finance service provider is one that will hopefully expedite our growth process by providing an easy application process with a high probability of customer approval rates. They have the ability to finance both A and B level credit on a Conditional Sales Contract program or a 3 year lease contract. A Conditional Sales Contract is commonly known as buying on an installment plan and requires the giving of a promissor y note for the purchase price under the contract. It is a type of agreement to sell whereby a seller retains title to the goods sold and delivered to a purchaser until full payment has been made. A conditional buyer has the right of possession of the goods so long as the terms and conditions of the agreement are met. A Conditional Sales Contract is similar to a lease contract except at the end of the term the buyer obtains ownership of the goods as soon as the final payment to the seller is made.
We receive 100% of the transaction amount on “A” credit deals and due to the added risk for “B” credit customers, the payout is 90% of the transaction amount. For example, if the purchase amount is $1,000, our third party service provider pays us 100% of the $1,000 for an “A” credit customer. If the customer has “B” level credit then the payout amount to us is 90% of the $1,000 transaction amount. There is no recourse on transactions rated as an “A” credit deal, however we have 1st payment recourse on “B” credit deals. Once the customer has made there 1st payment, we are no longer liable for the sale amount. We currently have no exposure at this point in time. We are currently being funded on deals once the merchandise has been shipped from our facilities and the customer acknowledges receipt of goods. We currently have a 3-5 hour turnaround time for approvals or declines. We are not related to any of our service providers except for the relationships described.
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Our business operation relies upon a third party service provider to approve for credit and finance our customer’s purchases. If we encounter difficulty in obtaining customer credit approvals for financing, the company’s business will suffer. Due to our difficulty in obtaining credit approvals, we have reached an agreement with Tanner Financial Services Inc. in July 2008 to accept and process our customer applications.
We believe the relationship with Tanner Financial will increase our approval rates leading to increased sales, as they are a more aggressive lender willing to take on additional risk by financing A, B, and C level credit customers. The terms and conditions of the agreement with Tanner Financial are the same as previous 3rd party finance providers. Furthermore, the company has turned to self-financing and has financed new/off-lease desktop computers and laptops, and consumer electronics for customers willing to put down 50% of the total purchase price of their order. The main selling features and the attractiveness of our financing route is the 0% interest rate and the reporting of the trade to Equifax on a monthly basis, allowing the customers who can afford the 50% down to rebuild or reestablish credit history. The key component is the 50% down payment, and we realize this financing option is not for everybody. The 50% down payment can translate into a $200-$500 down payment which is significant for customers who wish to pay for purchases on a payment plan and for those who cannot afford to make purchases at their local store.
We believe we can continue the operation of financing merchandise internally with a limited amount of capital because the 50% down payment required by the customer covers the majority of the cost of the merchandise. We have limited our exposure and risk in case of default by the customer, and there is limited capital required to finance these purchases. As we raise additional capital, we will on a case-by-case basis determine if additional risk is warranted based on the customer’s credit rating.
Results of Operations for the three months ended November 30, 2010 compared to the three months ended November 30, 2009
For the period from inception through November 30, 2010, we had $385,046 in revenue. Cost of goods sold and operating expenses for the period from inception totaled $265,934 and $708,613, respectively and our loss from operations was $589,501 and our net loss was $544,568.
Revenue for the three months ended November 30, 2010 was $392 compared to $825 for the three months period ended November 30, 2009. The revenue was generated from the sale of computer and consumer electronics and financed by the Company.
Operating expenses for the three months ended November 30, 2010 were $10,751 compared to $4,023 for the three months ended November 30, 2009. The increase in operating expenses during the three months ended November 30, 2010 compared to the three months ended November 30, 2009 is primarily attributed to professional fees. Professional fees for the three months ended November 30, 2010 were $7,803 and $225 for the three months ended November 30, 2009. These fees paid in the three months ended November 30, 2010 were attributable to legal, accounting, consulting, and auditing services related to quarterly and audit filings and advisory relating to future planned corporate acquisitions.
Net loss was $10,357 for the three months ended November 30, 2010 and $3,592 for the three months ended November 30, 2009. The increase in operating expenses, specifically professional fees during the period ended November30, 2010 was a contributing factor for the increased loss during the period.
The vast majority of our sales consist of computer and electronic products financed through our third party finance service provider and our internal financing program. The profit is generated from the margins on the products sold. We charge 0% interest on our internal financing and CreditPlus card, and we do not have any interest charges revenue. Service fees revenue from our CreditPlus Card is nil. We expect to generate service fees revenue once our CreditPlus advertising campaign begins.
We have experienced a dramatic decrease in sales from fiscal year August 31, 2005 to November 30, 2010. Our slow growth and decrease in sales is attributed to the difficulty in effectively approving customer credit applications. We have also been affected by the current credit market conditions and as a result approval rates have decreased due to the poor credit quality of customers applying for credit.
If our third party finance providers increase the criteria for credit approvals or its parameters for credit approvals, the increased restriction on credit approvals will make customer applications more difficult to finance. In this situation, it is uncertain if we will be able to continue to finance customer‘s purchases through our third party service provider. We may have to enter into additional agreements with multiple third party finance providers, or increase the number of transactions financed internally. Our decrease in sales from inception to date is also attributed to the lack of advertising dollars to fully market the Company and our offerings. In addition, over the past two years there has been a significant drop in the selling prices of computers and consumer electronics making these goods easily accessible at l ocal retailers without the need for customer financing. Furthermore, the dramatic drop in retail prices of computers and consumer electronics has reduced our profit margins.
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Liquidity and Capital Resources
As of November 30, 2010 we had a cash balance of $15,726 and a working capital deficit of $82,892.
In November 2010 the company received $8,000 in cash in exchange for 160,000 shares of common stock to be issued. The value of $8,000 is included in common shares issuable which are a component of additional paid-in-capital in our Consolidated Balance Sheet. As of the date of this report, the shares of common stock have not been issued.
In November 2010 the Company issued a one year convertible note payable in the amount of $10,000. The convertible note payable matures in twelve months, is unsecured, bears interest at 5% per annum and interest accrues and is payable in cash upon maturity or repayment of the principal prior to the date of maturity, provided that the elected conversion to common shares does not occur. At any time or times on or before 29 November 2011, the note holder shall be entitled to convert any portion of the outstanding and unpaid amount into fully paid and nonassessable shares of common stock at a conversion price of $0.05 per common share.
The Company is actively seeking financing for its current projects. The Company is optimistic that the financing will be secured and the going concern risk will be removed. We are in discussions with various parties and believe a successful financing is imminent.
Acquisition of the Abigail Property
On December 2, 2010, the Company closed an Asset Purchase Agreement to acquire 100% interest in the Abigail Lithium Project located in the James Bay, Quebec region. The property is made up of 222 map-designated cells totaling 11,844 hectares. On December 7, 2010 the Company issued 15 million shares of common shares to the group of sellers, plus a cash payment of $250,000 over a six-month period is still owed. In addition, the Company will commit to a minimum initial exploration work budget of $300,000 to commence no later than May 16, 2011. The Company is required to raise a minimum of $550,000 within 6 months as defined in the agreement with the selling group of the Abigail property. Such agreements are conditional upon the raising of funds to pursue the Company’s new business model. There i s no assurance that the company will raise the capital required to complete the acquisition and the Company is currently seeking capital to complete its obligation. The Company is currently negotiating the amount required with various parties. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.
In the event the Company is not successful in completing its acquisition, the Company will continue with its prior business model and plan of operation. Our liquidity and capital requirements for our current business plan is discussed below.
Operations of Pay By The Day segment
We are currently seeking funding for our planned expansion and would like to raise a minimum of $200,000 in order to aggressively promote and advertise our brand and CreditPlus program. To achieve our goals, a large portion of the funds raised will be invested in advertising. Our success is contingent upon our customers seeing our ads and calling our 1-800 phone number. There is a distinct correlation between the number of dollars invested in advertising and the number of sales made. The proceeds raised will also be used to fund a greater portion of transactions through our internal financing program. We expect to raise additional funds within the next 6-8 months. A private placement is the most likely scenario for the company to achieve success in raising additional funds for its operations. There are no discussions wit h any parties at this point in time for additional funding; however, we will attempt to discuss our business plan with various brokers in the US.
We believe we can satisfy our cash requirements for the next twelve months with our expected revenues and if needed an additional loan from our sole director, Jordan Starkman. However, completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.
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We anticipate that our operational, and general & administrative expenses for the next 12 months will total approximately $25,000. The $25,000 will be financed through our anticipated sales of approximately $5,000 plus if needed, an advance from our sole director, Jordan Starkman. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and required, and our progress with the execution of our business plan.
In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. We will need approximately $200,000 to aggressively pursue and implement our growth goals through an advertising campaign.
Off-Balance Sheet Arrangements
We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain market risks, including changes in interest rates and currency exchange rates. We do not undertake any specific actions to limit those exposures.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our President, Chief Executive Officer Chairman of the Board of Directors, Chief Financial Officer, Controller, Principal Accounting Officer (the “Certifying Officer”) we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the Certifying Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We identified material weaknesses discussed below in the Report of management on internal control over financial reporting.
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company's annual or interim financial statements will not be prevented or detected.
In the course of management's assessment, we have identified the following material weaknesses in internal control over financial reporting:
- Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
- Maintenance of Current Accounting Records – This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.
- Application of GAAP – We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.
We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. The Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once full operations have commenced.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
This interim report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this interim report.
Changes in internal controls
We have not made any changes to our internal controls subsequent to the Evaluation Date.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On December 7, 2010 the Company issued 15,000,000 common shares to acquire 100% interest in the Abigail Lithium Project located in the James Bay, Quebec region..
Item 3. Defaults Upon Senior Securities.
None
Item 4. (Removed and Reserved)
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Signature | Title | Date | |
| /s/ Jordan Starkman | President, Chief Executive Officer | January 19, 2011 | |
Chairman of the Board of Directors Chief Financial Officer, Controller, Principal Accounting Officer |
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