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 endedJune 30, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
For the transition period from __________to __________
Commission file number:000-54694
WORLD MOTO, INC.
(Exact name of registrant as specified in its charter)
Nevada | 77-0716386 |
| (State or other jurisdiction | (IRS Employer Identification No.) |
| of Incorporation or organization) |
131 Thailand Science Park INC-1 #214
Phahonyothin Road
Klong1, Klong Luang
Pathumthani 12120
Thailand
(Address of principal executive offices and zip code)
(646) 840-8781
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
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).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| [ ] Large accelerated filer | [ ] Accelerated filer | [ ] Non-accelerated filer | [X] Smaller Reporting company |
| (Do not check if smaller | |||
| reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 16, 2013 |
| Common stock, $.0001 par value | 378,033,149 |
World Moto, Inc.
Form 10-Q
For the Six Months Ended June 30, 2013
INDEX
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on April 11, 2013.
As used in this Form 10-Q, “we,” “us,” and “our” refer to World Moto, Inc., which is also sometimes referred to as the “Company.”
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
World Moto, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)
| December 31, | ||||||
| June 30, 2013 | 2012 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 684,700 | $ | 75,774 | ||
| Prepaid expenses | 21,951 | 2,052 | ||||
| ��Total current assets | 706,651 | 77,826 | ||||
| Property and equipment, net of accumulated depreciation of $87 | 3,235 | - | ||||
| Intangible assets, net of accumulated amortization of $24,736 and $5,099, respectively | 211,577 | 231,214 | ||||
| Refundable deposit | 1,759 | - | ||||
| TOTAL ASSETS | $ | 923,222 | $ | 309,040 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and accrued expenses | $ | 13,578 | $ | 2,156 | ||
| Total current liabilities | 13,578 | 2,156 | ||||
| Stockholders’ equity: | ||||||
| Preferred stock, $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding | - | - | ||||
| Common stock, $0.0001 par value, 500,000,000 shares authorized; 378,033,149 and 374,329,445 shares issued and outstanding , respectively | 37,803 | 37,433 | ||||
| Additional paid in capital | 1,568,744 | 569,114 | ||||
| Accumulated other comprehensive income | 2,635 | - | ||||
| Deficit accumulated during the development stage | (699,538 | ) | (299,663 | ) | ||
| Total stockholders' equity | 909,644 | 306,884 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 923,222 | $ | 309,040 |
The accompanying notes are an integral part of these financial statements.
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World Moto, Inc.
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| For the period | |||||||||||||||
| For the three months ended | For the six months ended | from March 24, | |||||||||||||
| June 30, | June 30, | 2008 (Inception) to | |||||||||||||
| 2013 | 2012 | 2013 | 2012 | June 30, 2013 | |||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | 10,188 | |||||
| Operating expenses: | |||||||||||||||
| General and administrative | 196,543 | 2,676 | 404,421 | 11,157 | 714,272 | ||||||||||
| Total operating expenses | (196,543 | ) | (2,676 | ) | (404,421 | ) | (11,157 | ) | (714,272 | ) | |||||
| Loss from continuing operations | (196,543 | ) | (2,676 | ) | (404,421 | ) | (11,157 | ) | (704,084 | ) | |||||
| Other income: | |||||||||||||||
| Interest income | 273 | - | 4,546 | - | 4,546 | ||||||||||
| Net loss | $ | (196,270 | ) | $ | (2,676 | ) | $ | (399,875 | ) | $ | (11,157 | ) | $ | (699,538 | ) |
| Other comprehensive loss: | |||||||||||||||
| Foreign currency translations | 2,635 | - | 2,635 | - | 2,635 | ||||||||||
| Total comprehensive loss | $ | (193,635 | ) | $ | (2,676 | ) | $ | (397,240 | ) | $ | (11,157 | ) | $ | (696,903 | ) |
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average number of common shares outstanding - basic and diluted | 378,033,149 | 4,808,000 | 377,809,299 | 4,808,000 | |||||||||||
The accompanying notes are an integral part of these financial statements.
2
World Moto, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
| For the period | |||||||||
| For the six months ended | from March 24, | ||||||||
| June 30, | 2008 (Inception) to | ||||||||
| 2013 | 2012 | June 30, 2013 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net loss | $ | (399,875 | ) | $ | (11,157 | ) | $ | (699,538 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
| Depreciation and amortization | 19,724 | 815 | 28,806 | ||||||
| Impairment of long-lived assets | - | - | 919 | ||||||
| Shares issued for services | - | - | 25,000 | ||||||
| Changes in operating assets and liabilities: | - | ||||||||
| Prepaid expenses and other current assets | (19,897 | ) | - | (21,951 | ) | ||||
| Accounts payable and accrued expenses | 11,420 | 2,556 | 13,578 | ||||||
| Net cash used in operating activities | (388,628 | ) | (7,786 | ) | (653,186 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Purchases of property and equipment | (3,322 | ) | - | (8,223 | ) | ||||
| Refundable deposit | (1,759 | ) | (1,759 | ) | |||||
| Net cash used in investing activities | (5,081 | ) | - | (9,982 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Proceeds from shares issued for cash | 1,000,000 | - | 1,286,800 | ||||||
| Advances from related parties | - | 7,750 | 58,433 | ||||||
| Net cash provided by financing activities | 1,000,000 | 7,750 | 1,345,233 | ||||||
| EFFECT OF CURRENCY TRANSLATIONS | 2,635 | - | 2,635 | ||||||
| Net increase (decrease) in cash | 608,926 | (36 | ) | 684,700 | |||||
| Cash and cash equivalent at beginning of period | 75,774 | 44 | - | ||||||
| Cash and cash equivalent at end of period | $ | 684,700 | $ | 8 | $ | 684,700 | |||
| SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||||
| Cash paid for: | |||||||||
| Income tax | $ | - | $ | - | $ | - | |||
| Interest | - | - | - | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||
| Forgiveness of related party debt | $ | - | $ | 6,250 | $ | 6,250 | |||
| Shares issued for asset acquisition | - | - | 236,314 | ||||||
| Shares issued for accounts payable | - | - | 52,183 | ||||||
| Cancellation of common stock | - | - | 72,358 | ||||||
The accompanying notes are an integral part of these financial statements.
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World Moto, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
World Moto, Inc. (the “Company”) was incorporated in the State of Nevada on March 24, 2008 under the name Net Profits Ten Inc. The original purpose of the Company was to market and distribute user-friendly interactive yearbook software for the military. The Company was reclassified as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from “Net Profits Ten Inc.” to “World Moto, Inc.”.
On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd., a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc. It is an operating entity of the Company based in Thailand for the purposes of research and development in the Southeast Asia region.
Basis of Presentation
The unaudited consolidated financial statements as of June 30, 2013 and for the six months ended June 30, 2013 and 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (“SEC”) Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2012. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2013 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. The results for the three-month period ended June 30, 2013, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2013. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.
Principles of Consolidation
The consolidated financial statements herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and those of its wholly owned subsidiaries. The financial statements of World Moto Co., Ltd. were prepared in accordance with Thai GAAP, the International Accounting Standards Committee (AISC) and the Thai Revenue Code. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Translation
World Moto Co., Ltd.’s functional currency is Thailand Baht. The Company’s reporting currency is the United States dollar. Monetary assets and liabilities of World Moto Co., Ltd. are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
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Subsequent Events
The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit of $699,538 as of June 30, 2013, has limited liquidity, and has not established a reliable source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – EQUITY TRANSACTIONS
On January 8, 2013, the Company consummated a private placement offering with an accredited investor for the sale of 3,703,704 shares of common stock at a purchase price of $0.27 per share, for aggregate consideration of $1,000,000. The Company intends to use the proceeds for general corporate purposes, including working capital needs.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
On May 13, 2013, George Sharp filed a lawsuit against multiple defendants, including the Company, in the Superior Court in the State of California in San Diego County. Mr. Sharp’s complaint alleges that the defendants engaged in fraudulent and deceptive actions by initiating the delivery of at least 1,204 spam e-mails to his e-mail account during the period from November 17, 2011, through May 13, 2013. The complaint seeks $1,204,000 in liquidated damages from all the defendants on a joint and several basis. On July 1, 2013, we filed a motion to quash service of the summons and complaint, asserting the court does not have personal jurisdiction over the Company. The matter is scheduled for a hearing on October 11, 2013. We believe that this is a frivolous lawsuit and we intend to defend it vigorously.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.
Background
World Moto, Inc. was incorporated on March 24, 2008 in the State of Nevada under the name Net Profits Ten Inc. On November 8, 2012, we amended our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 to 500,000,000 and our board of directors approved a stock dividend of 180 shares of common stock of the Company for each share of common stock issued and outstanding. Additionally, on November 12, 2012, we amended our Articles of Incorporation to change our name from “Net Profits Ten Inc.” to “World Moto, Inc.”, which name change become effective on November 15, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”).
On September 1, 2012, we entered in an Asset Purchase Agreement (“Agreement”) with World Moto (Thailand) Co., Ltd., a corporation established under the laws of the Kingdom of Thailand (“World Moto”), Chris Ziomkowski, the Chief Technical Officer of World Moto and Paul Giles, the Chief Executive Officer of World Moto. The Agreement was consummated on November 14, 2012. We purchased from World Moto substantially all of the intellectual property and certain other specific intellectual property assets related to World Moto’s initial product, the Moto-Meter (the “Assets”), which includes three United States patent applications, the data related to the patent applications, certain software related to the operation of the Moto-Meter, several URLs and trade-names and associated names related to the Moto-Meter and World Moto.
On January 30, 2013, we established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd. was organized under the laws of the Kingdom of Thailand (“WM Co. Thailand”). The name was later changed to World Moto Co., Ltd. WM Co. Thailand is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and represents our operating entity for the purposes of research and development in the Southeast Asia region.
As of June 30, 2013, WM Co. Thailand had 9 employees. WM Co. Thailand has been performing extensive research and development activities since its inception related to improving the Moto-Meter design to allow for higher yields in mass production, as well as substantial work on the Wheelies product, previously known as Circulars. Additionally, much of our time has been used in administrative tasks such as preparing its application for admission to the Thai Science Park and establishing promotional privileges and tax exemptions through the Thailand Board of Investment. In April, 2013, WM Co. Thailand, moved into its new office in the Thai Science Park. WM Co. Thailand anticipates hiring an additional 6 engineers within the next 4 months to advance the company's software product line such as the Yes! Need it Now! service.
Business Overview
Plan of Operations
We plan to establish ourselves as a company that designs, manufactures, markets and sells the Moto-Meter products, which are devices that provide moto-taxi fare metering and other communication capabilities. We currently have patent applications pending for our products in 61 countries. To achieve our objective, we have (i) raised approximately $1,250,000 in new capital in late 2012 and early 2013, (ii) established our operational subsidiary in Thailand for product development and a presence in two additional potential markets, Brazil & Nigeria, and (iii) begun expanding our work force to be able to implement our business plan.
We plan to implement our manufacturing and marketing first in Thailand, and then expand into markets where the motor scooter and/or motorcycle are commonly used as a taxi. These countries include Brazil, Nigeria and Indonesia in the first instance, and then other similar country profiles within countries with developing economies.
In Thailand, we entered into a distribution agreement with Lucky Distributors, Ltd. (“Lucky”) Under the terms of this distribution agreement, Lucky has the non-exclusive right to distribute, sell and service the Moto-Meter and Moto-Meter accessories throughout Thailand and the surrounding border markets. Lucky is a national distribution company based in Thailand. It is also a preferred supplier for the Motorcycle Taxi Association of Thailand. We believe Lucky’s reputation and relationship with the moto taxi community will help promote Moto-Meter in Thailand.
6
We have entered into discussions to mandate the use of Moto-Meters on all moto taxis within the city of Montes Claros, Brazil. Montes Claros is considered the "motorcycle taxi capital" of northern Brazil and an ideal city to launch the Moto-Meter in Brazil. We anticipate that a regulatory mandate here will act as a springboard into the potentially larger markets of Brazil's other highly populated cities.
In Africa, we established an office in Lagos, Nigeria. Previously, the officials in Nigeria have expressed strong interest in the Moto-Meter, and feedback from our initial discussions has been positive. Establishing a physical presence in the city is now essential for us as we enter the process of formalizing these discussions into a clear plan to introduce the Moto-Meter into Lagos and cities across Africa.
We have completed assembling an optimal number of employees, including experienced engineers in our research and development division at the Thailand Science Park. The development focus is simultaneously devoted to our advertising product, Wheelies, as well as our flagship product, the Moto-Meter.
The introduction of the Wheelies product to the market will occur in 3 phases. First, a demonstration video of the prototype is currently being designed, and is anticipated to be available within the next several weeks, subject to weather constraints and government permits. Phase 2 is slated to begin in September 2013, and will consist of more than 100 motorcycle taxis showcasing the Wheelies project in several busy, upscale areas around Bangkok, Thailand. This initial implementation will also function as the engineering trials in preparation for the product's commercial release. The final phase, full commercial release, is expected to commence in mid-November 2013. In anticipation of this, we have booked a 36 square meter space at Digital Sign Asia 2013, November 14-17 at Impact Muang Thong Thani Convention Center in Bangkok, Thailand, where we expect to begin taking commercial orders for the Wheelies product. We intend to release the Wheelies product to interested parties through joint ventures with advertising agencies and exclusive licensing arrangements with established motor taxi fleet operators.
In parallel with this, we are working to adapt the Moto-Meter so that it can pass all current and anticipated regulatory requirements of INMETRO, the National Institute of Metrology for Brazil, as well as other international regulatory agencies. We are working with our associates in Brazil to prepare the Moto-Meter for its introduction in this lucrative market, where municipalities are already working on legislation to mandate its use. A fully revised version of the Moto-Meter suitable for certification and sales is expected in early 2014.
We will have to commence manufacturing and sourcing, develop contacts and capabilities, finalize design and develop a marketing strategy. Assuming we have sufficient funding, we believe that this phase will be completed during the second half of 2013. Thereafter, commencement of manufacturing and marketing will take an additional four to six months, and the current objective is that this phase will be achieved during the first half of 2014. Once we begin the manufacturing phase of our initial inventory, we will roll out at the same time our preliminary advertising and viral cognizance program to begin to generate awareness of our products. During this manufacturing phase, if not before, we will solidify our market channels, including any bricks and mortar outlets and any resellers. Distribution is planned first for Thailand, and then Brazil and Nigeria. Therefore, we believe that we will begin to generate initial sales revenues in approximately the first half of 2014.
We plan to use outside consultants and service companies from time to time for various tasks in the development and manufacturing of our products and product launch and distribution, under provider contracts, to the extent that we are not able to perform the required functions. Using such outside vendors may make a particular task more expensive, but we believe that using such experts should improve the outcome or speed up the timing of product development and time to market. There is no assurance that we will be able to control the costs and deliveries of such activities in the same manner as if we were performing the tasks ourselves, and therefore we are subject to the usual risks of using outside providers.
Comparison of six month periods ended June 30, 2013 and June 30, 2012
For the six-month period ended June 30, 2013, we incurred a net loss of $399,875, compared to a net loss of $11,157 for the six-month period ended June 30, 2012. General and administration expenses for the six-month period ended June 30, 2013 amounted to $399,875 compared to $11,157 during the six-month period ended June 30, 2012. The increase is attributable to filing expenses for patent protection in several countries and the establishment of our wholly owned subsidiary, World Moto Co., Ltd., organized under the laws of the Kingdom of Thailand.
7
Liquidity and Capital Resources
As of June 30, 2013, we have $706,651 in current assets and $13,578 in current liabilities. Our total assets were $923,222 and our total liabilities were $13,578. We had $684,700 in cash and our working capital was $693,073.
During the six months ended June 30, 2013, we used cash of $388,628 in operating activities. We anticipate incurring approximately $840,000 in operating expenses for the year ended December 31, 2013. Our operation was founded by the proceeds of a private placement offering of our common stock. We raised $1,000,000 by issuing 3,703,704 shares of common stock.
We are a development stage company and have incurred an accumulated loss of $699,538 since inception. Our independent auditors have issued an audit opinion for our financial statements for the periods ended December 31, 2012 and 2011, which includes a statement expressing substantial doubt as to our ability to continue as a going concern due to our limited liquidity and our lack of revenues.
Our current cash requirements are significant due to the planned development and expansion of our business. We do not expect to generate the necessary cash from our operations during the next 6 to 12 months to carry out our business objectives. As such, in order to fund our operations during the next 6 to 12 months, we anticipate that we will have to raise additional capital through debt and/or equity financings, which may result in substantial dilution to our existing stockholders. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.
Until we begin to generate revenues, we will rely entirely on equity capital and other forms of funding. We raised approximately $1,250,000 in cash proceeds from two equity private placements in late 2012 and early 2013, and we anticipate the need for additional capital in the future. While we have no other arrangements for any future funding at this time and are moving forward with current funds, we are exploring other financial options deemed beneficial to the Company. We anticipate that until the sales commence, we may need approximately $500,000 in additional capital, however, if our business plan changes or we encounter unanticipated additional expenses, we will need capital in excess of that amount. We anticipate that ultimately there will have to be several rounds of funding to reach a position of cash flow which can support our basic operations. We will probably then need additional developmental capital for additional product development and market expansion efforts. At this time, we have no arrangements for any additional capital, and we do not have determined the securities or their terms that might be offered to investors for our necessary capital requirements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on April 11, 2013. As of and for the six months ended June 30, 2013, there have been no material changes or updates to our critical accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the quarterly period ended June 30, 2013, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the quarterly period ended June 30, 2013.
We are currently engaged in the review, documentation and remediation of our disclosure controls and procedures. Once our company is engaged in a business of merit and has sufficient personnel available, we will establish and implement internal control procedures.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and a functioning Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On May 13, 2013, George Sharp filed a lawsuit against multiple defendants, including the Company, in the Superior Court in the State of California in San Diego County. Mr. Sharp’s complaint alleges that the defendants engaged in fraudulent and deceptive actions by initiating the delivery of at least 1,204 spam e-mails to his e-mail account during the period from November 17, 2011, through May 13, 2013. The complaint seeks $1,204,000 in liquidated damages from all the defendants on a joint and several basis. On July 1, 2013, we filed a motion to quash service of the summons and complaint, asserting the court does not have personal jurisdiction over the Company. The matter is scheduled for a hearing on October 11, 2013. We believe that this is a frivolous lawsuit and we intend to defend it vigorously.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits.
| Exhibit No. | Description | |
| 3.1(a) | Articles of Incorporation (filed as an exhibit to our Registration Statement on Form S-1, as filed with the SEC on June 25, 2010, and incorporated herein by reference). | |
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| 3.1(b) | Certificate of Amendment to Articles of Incorporation of Net Profits Inc., a Nevada corporation, reflecting the increase in the authorized shares of common stock to 500,000,000 shares (filed as an exhibit to our Current Report Form 8-K as filed with the SEC on November 8, 2012, and incorporated herein by reference). | |
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| 3.1(c) | Text of Amendment to Articles of Incorporation re Name Change (filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 15, 2012, and incorporated herein by reference). | |
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| 3.2 | By-laws (filed as an exhibit to our Registration Statement on Form S-1, as filed with the SEC on June 25, 2010, and incorporated herein by reference). | |
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| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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| 101.INS | XBRL Instance Document** | |
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| 101.SCH | XBRL Taxonomy Extension Schema** | |
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| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase** | |
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| 101.DEF | XBRL Taxonomy Extension Definition Linkbase** | |
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| 101.LAB | XBRL Taxonomy Extension Label Linkbase** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase** |
* Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WORLD MOTO, INC.
| Dated: August 19, 2013 | By: | /s/ Lisa Ziomkowski-Boten |
| Lisa Ziomkowski-Boten | ||
| Treasurer (Principal Financial Officer and Principal | ||
| Accounting Officer) |
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