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 endedMarch 31, 2014
[ ] 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 May 20, 2014 | |
| Common stock, $.0001 par value | 378,033,149 |
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World Moto, Inc.
Form 10-Q
For the Three Months Ended March 31, 2014
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 15, 2014
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.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
World Moto, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||
| 2014 | 2013 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 31,397 | $ | 179,132 | ||
| Prepaid expenses and other current assets | 34,309 | 17,424 | ||||
| Total current assets | 65,706 | 196,556 | ||||
| Property and equipment, net of accumulated depreciation | 28,285 | 31,273 | ||||
| Intangible assets, net of accumulated amortization | 181,851 | 191,615 | ||||
| Other assets | 11,188 | 1,704 | ||||
| TOTAL ASSETS | $ | 287,030 | $ | 421,148 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
| Current liabilities: | ||||||
| Accounts payable and accrued expenses | $ | 141,201 | $ | 27,482 | ||
| Unearned revenues | 34,709 | 35,000 | ||||
| Total current liabilities | 175,910 | 62,482 | ||||
| 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 shares issued and outstanding | 37,802 | 37,802 | ||||
| Additional paid in capital | 1,568,745 | 1,568,745 | ||||
| Other comprehensive income (loss) | (612 | ) | 1,899 | |||
| Deficit accumulated during the development stage | (1,494,815 | ) | (1,249,780 | ) | ||
| Total stockholders' equity | 111,120 | 358,666 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 287,030 | $ | 421,148 | ||
The accompanying notes are an integral part of these financial statements.
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World Moto, Inc.
(A Development Stage Company)
Statements of Operations and Comprehensive Loss
(Unaudited)
| For the Period | |||||||||
| For the three months ended | from March 24, | ||||||||
| March 31, | 2008 (Inception) to | ||||||||
| 2014 | 2013 | March 31, 2014 | |||||||
| Revenues | $ | 24,980 | $ | - | $ | 35,168 | |||
| Operating expenses: | |||||||||
| Research and development | 121,106 | 68,596 | 537,016 | ||||||
| General and administrative | 148,775 | 135,007 | 996,621 | ||||||
| Impairment of long-lived assets | - | - | 919 | ||||||
| Total operating expenses | 269,881 | 203,603 | 1,534,556 | ||||||
| Loss from operations | (244,901 | ) | (203,603 | ) | (1,499,388 | ) | |||
| Other income and expense | |||||||||
| Interest expense | (396 | ) | - | (396 | ) | ||||
| Interest income | 6 | - | 755 | ||||||
| Foreign currency transaction loss (gain) | 256 | - | 4,214 | ||||||
| Total other income | (134 | ) | - | 4,573 | |||||
| Net loss | (245,035 | ) | (203,603 | ) | (1,494,815 | ) | |||
| Other comprehensive income (loss): | |||||||||
| Foreign currency translation loss | (2,511 | ) | (302 | ) | (612 | ) | |||
| Comprehensive loss | $ | (247,546 | ) | $ | (203,905 | ) | $ | (1,495,427 | ) |
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average number of common shares outstanding - basic and diluted | 378,033,149 | 378,033,149 | |||||||
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 Cash Flows
(Unaudited)
| For the period | |||||||||
| For the three months ended, | from March 24, | ||||||||
| March 31, | 2008 (Inception) to | ||||||||
| 2014 | 2013 | March 31, 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net loss | $ | (245,035 | ) | $ | (203,603 | ) | $ | (1,494,815 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
| Depreciation and amortization | 13,625 | 9,764 | 64,537 | ||||||
| Stock-based compensation | - | - | 25,000 | ||||||
| Impairment of long-lived assets | - | - | 919 | ||||||
| Changes in operating assets and liabilities: | |||||||||
| Prepaid expenses and other current assets | (26,660 | ) | (57,158 | ) | (10,788 | ) | |||
| Accounts payable and accrued expenses | 113,719 | 25,020 | 141,201 | ||||||
| Net cash used in operating activities | (144,351 | ) | (225,977 | ) | (1,273,946 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Purchases of property and equipment | (873 | ) | - | (39,278 | ) | ||||
| Net cash used in investing activities | (873 | ) | - | (39,278 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Proceeds from shares issued for cash | - | 1,000,000 | 1,286,800 | ||||||
| Advances due from related parties | - | - | 58,433 | ||||||
| Net cash provided by financing activities | - | 1,000,000 | 1,345,233 | ||||||
| EFFECT OF FOREIGN CURRENCY TRANSLATIONS | (2,511 | ) | (302 | ) | (612 | ) | |||
| Net increase (decrease) in cash and cash equivalents | (147,735 | ) | 773,721 | 31,397 | |||||
| Cash and cash equivalents at beginning of period | 179,132 | 75,774 | - | ||||||
| Cash and cash equivalents at end of period | $ | 31,397 | $ | 849,495 | $ | 31,397 | |||
| SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||||
| Cash paid for: | |||||||||
| Income tax | $ | - | $ | - | $ | - | |||
| Interest | - | - | - | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||
| Forgiveness of related party debt | $ | - | $ | - | $ | 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
For the period ended March 31, 2014 and 2013
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, and discussed in Note 3. 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., World Moto Technologies, Inc. and World Moto Holdings, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region.
Basis of Presentation
The unaudited consolidated financial statements 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 comtained in the Company's last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2013. 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 March 31, 2014 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 March 31, 2014, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2014. 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.
Development Stage Activities
The Company is presently in the development stage, with minimal revenues. Accordingly, all of the Company’s operating results and cash flows reported in the accompanying financial statements are considered to be those arising from the development stage activities and represent the ”cumulative from inception” amounts from its development stage activities.
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.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Long-Lived Assets
Property and equipment
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method of 3 years for financial statement purposes.
Software
The Company capitalizes software acquisition and development costs incurred during the software application development stage. The software application development stage is characterized by software design and configuration activities, coding, testing and installation. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software acquisition and development costs, once placed in service, are amortized using the straight-line method over the estimated useful life of 3 to 10 years. Capitalized software acquisition and development costs subject to amortization are carried at cost less accumulated amortization.
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Patents
Patents are initially measured based on their fair values. Patents are being amortized on the straight-line method over the estimated useful life of 10 to 20 years.
Management evaluates the recoverability of the Company’s property and equipment including patent development costs when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of identifiable property and equipment may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Income Taxes
The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization.
Revenue Recognition
The Company recognizes revenue only when all of the following criteria have been met:
- Persuasive evidence of an arrangement exists;
- Delivery has occurred or services have been rendered;
- The fee for the arrangement is fixed or determinable; and
- Collectibility is reasonably assured.
Persuasive Evidence of an Arrangement –The Company documents all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue.
Delivery Has Occurred or Services Have Been Performed – The Company performs all services or delivers all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer’s designated location.
The Fee for the Arrangement Is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales and rentals are fixed under the terms of the written contract. Fees for certain monthly services, including certain portions of networking, storage, and content distribution and caching services, are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer’s fee is determinable. The customer’s fee is negotiated at the outset of the arrangement and is not subject to refund or adjustment during the initial term of the arrangement.
Collectibility Is Reasonably Assured – The Company determines that collectibility is reasonably assured prior to recognizing revenue. Collectibility is assessed on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer’s financial position and ultimately its ability to pay. The Company does not enter into arrangements unless collectibility is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectibility is not reasonably assured, revenue is recognized on a cash basis.
Stock-based Compensation
The Company expenses the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the service period.
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Equity instruments issued to parties other than employees for acquiring goods or services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.
Stock Split
On November 8, 2012, the Company effected a 1-for-181 forward stock split. All share and per share amounts have been restated retroactively for the impact of the splits.
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 $1,494,815 as of March 31, 2014, 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 – UNEARNED REVENUES
On December 2, 2013, WM Co. Thailand entered into a Purchase and Licensing Agreement (the “PL Agreement”) with Mobile Advertising Ventures Ltd. (“MAV”). Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial “Wheelies” from WM Co. Thailand at a purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. WM Co. Thailand also grants a non-exclusive license to MAV for the use of its software in connection with the operation of the Wheelies in consideration for a fee based on net revenue per quarter from advertising sales relating to the use of the Wheelies. The Company received $35,000 from MAV before December 31, 2013 and recorded unearned revenue at the yearend.
NOTE 4 – SUBSEQUENT EVENTS
On April 4, 2014, the Company entered into a financing arrangement with certain investors pursuant to which it issued debentures and received its first tranche of $500,000. The Company shall receive an additional $500,000 within three business days after a registration statement filed by the Company has been declared effective by the Securities and Exchange Commission. The debentures carry an 8% OID (Original Issue Discount) and have a maturity date of 12 months with 12% interest paid at maturity or upon conversion of the amounts owed under the debentures.
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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.
Overview
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 became 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 (“Old WM”), Chris Ziomkowski, the Chief Technical Officer of Old WM and Paul Giles, the Chief Executive Officer of Old WM. The Agreement was consummated on November 14, 2012. We purchased from Old WM substantially all of the intellectual property and certain other specific intellectual property assets related to Old WM’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 Old WM.
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. The name was later changed to World Moto Co., Ltd. (“WM Co. Thailand”). 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.
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. As an element of mobile commerce, we are introducing “Yes,” a concierge service where persons can order products and have the products delivered to their address by motor scooter. We are also focused on the development of our advertising product, Wheelies. Wheelies displays static and streaming media on the wheels of motorcycles and automobiles, providing a new mobile medium for advertising, broadcasting, self-expression and publishing.
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, India, the Philippines and Indonesia in the first instance, and then other similar country profiles within countries with developing economies.
As of March 31, 2014, WM Co. Thailand had 12 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.
Results of Operations
Comparison of three month periods ended March 31, 2014 and 2013
Revenue
We generated revenues of $24,980 for the three months ended March 31, 2014 as compared to no revenues for the three months ended March 31, 2013. We have generated a total of $35,168 of revenues since inception. The revenues for the three months ended March 31, 2014 were attributable to our initial franchise fee agreement, for our YES concierge service, with Mobile Advertising Ventures, Ltd.
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Net Loss
For the three-month period ended March 31, 2014, we incurred a net loss of $ 245,035 compared to a net loss of $203,603, for the three-month period ended March 31, 2013.
Expenses
General and administration expenses for the three-month period ended March 31, 2014, amounted to $ 148,775 compared to $135,007 during the three-month period ended March 31, 2013. R&D expenses for the three month period ended March 31, 2014 amounted to $121,106 compared to $68,596 during the three month period ended March 31, 2013. The increase in expenses is due to growth of the Company in Thailand, continued R&D associated with our products and ongoing legal expenses for items such as patent acquisition in various countries.
Liquidity and Capital Resources
As of March 31, 2014, we have $65,706 in current assets and $175,910 in current liabilities. Our total assets were $287,030 and our total liabilities were $175,910. We had $31,397 in cash and our working capital deficit was $110,204.
Cash Flows:
| For the three months ended | ||||||
| March 31, | ||||||
| 2014 | 2013 | |||||
| Cash Flows from Operating Activities | $ | (144,351 | ) | $ | (225,977 | ) |
| Cash Flows from Investing Activities | ( 873 | ) | - | |||
| Cash Flows from Financing Activities | - | 1,000,000 | ||||
| Effects of Currency Translations | ( 2,511 | ) | ( 302 | ) | ||
| Net increase/(decrease) in cash | $ | (147,735 | ) | $ | 773,721 | |
Subsequent to our quarter ended March 31, 2014, on April 4, 2014, we entered into a securities purchase agreement with certain institutional investors pursuant to which we issued convertible debentures in the aggregate principal amount of $543,378 for a purchase price of $500,000 (8% original issue discount). Upon the effectiveness of a registration statement, we will file in connection with such financing, such investors will purchase additional debentures in the aggregate principal amount of $543,378 for a purchase price of $500,000 (8% original issue discount), for a total aggregate principal amount of $1,086,756 for the aggregate purchase price of $1,000,000 (8% original issue discount). The debentures have a maturity date of 12 months with 12% interest paid at maturity or upon conversion of the amounts owed under the debentures. Subsequent to our quarter ended March 31, 2014, on May 6, 2014, in connection with the securities purchase agreement, the Company filed with the Securities Exchange Commission a Form S-1 for the registration of its common stock, $.0001 par value. The number of shares to be registered is 27,173,913.
Given our cash position of $31,397 as of March 31, 2014, and assuming we receive all of the anticipated proceeds from the debenture financing, management believes that our cash on hand and working capital are sufficient to meet our current anticipated cash requirements through September 30, 2014.
We are a development stage company and have incurred an accumulated loss of $1,494,815 since inception. Our independent auditors have issued an audit opinion for our financial statements for the periods ended December 31, 2013 and 2012, 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.
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Our current cash requirements are significant due to planned development and marketing of our current products, and we anticipate generating losses. In order to execute on our long term business strategy, we will require $1,500,000 in additional working capital over the next 18 months, commensurate with the operational needs of our planned marketing, development and distribution efforts. Our management believes that we should be able to generate revenue and raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our long-term obligations. However, our ability to raise capital may be limited due to the grant of a security interest on all of the assets of the Company to secure the obligations under the convertible debentures issued on April 4, 2014.
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. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.
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, 2013, filed on April 15, 2014. As of and for the three months ended March 31, 2014, there have been no material changes or updates to our critical accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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 March 31, 2014, 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 March 31, 2014 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
In performing the above-referenced assessment, our management identified the following material weaknesses:
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| i) | We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. | |
| ii) | We do not have an audit committee. While not being legally obligated to have an audit committee, it is the management’s view that to have an audit committee, comprised of independent board members, is an important entity-level control over our financial statements. | |
| iii) | We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness. |
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 March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits.
| Exhibit | Description | |
| No. | ||
| 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). | |
| 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). | |
| 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). | |
| 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). | |
| 10.1 | Securities Purchase Agreement, dated April 4, 2014, between the Company and certain investors (incorporated by reference to our Current Report on Form 8-K, filed on April 7, 2014). | |
| 10.2 | Form of Debenture (incorporated by reference to our Current Report on Form 8-K, filed on April 7, 2014). | |
| 10.3 | Form of Registration Rights Agreement (incorporated by reference to our Current Report on Form 8-K, filed on April 7, 2014). | |
| 10.4 | Form of Security Agreement (incorporated by reference to our Current Report on Form 8-K, filed on April 7, 2014). | |
| 10.5 | Employment Agreement, dated April 1, 2014, between World Moto Co. Ltd. and Paul Giles (incorporated by reference to our Annual Report on Form 10-K filed on April 15, 2014). | |
| 10.6 | Employment Agreement, dated April 1, 2014, between World Moto Co. Ltd. and Chris Ziomkowski (incorporated by reference to our Annual Report on Form 10-K filed on April 15, 2014). | |
| 10.7 | Fleet Franchise Agreement, dated March 10, 2014 between World Moto, Inc. and Mobile Advertising Ventures, Ltd. (incorporated by reference to our Current Report on Form 8-K filed on March 14, 2014). | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase |
* Filed herewith.
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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: May 20, 2014 | By: | /s/ Lisa Ziomkowski-Boten |
| Lisa Ziomkowski-Boten | ||
| Treasurer (Principal Financial Officer and Principal | ||
| Accounting Officer) | ||
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