U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2008
Commission File Number: 000-17064
Oasis Online Technologies Corp.
(Exact name of small business issuer as specified in its charter)
Minnesota | | 41-1430130 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
4710 E Falcon Drive Suite 213 Mesa, Arizona 85215(Address of principal executive offices including zip code)
(480) 634-5840(Issuer's telephone number)
Check whether the issuer (1) 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 Registrant 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 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____ | | Smaller reporting company X . |
| (Do not check if smaller reporting company) | |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes x No o
As of February 6, 2009, the Registrant had 22,189,542 shares of common stock, $.01 par value per share, outstanding.
| Index | |
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Part I | | Page |
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Item 1. | Financial Statements | |
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| Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008 | 4 |
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| Statements of Operations, Three Months ended December 31, 2008 and 2007 (unaudited). | 5 |
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| Statements of Operations, Six Months ended December 31, 2008 and 2007, And the period from April 26, 2006 (date of commencement of development Stage) through December 31, 2008 (unaudited). | 6 |
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| Statement of Changes in Shareholders' Equity from April 26, 2006 (date of commencement Of development stage) through December 31, 2008 (unaudited). | 7 |
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| Statements of Cash Flows, six Months ended December 31, 2008 and 2007, And the period from April 26, 2006 (date of commencement of development Stage) through December 31, 2008 (unaudited). | 8 |
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| Notes to Financial Statements | 9 |
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Item 2. | Management Discussion & Analysis of Financial Conditions and Results of Operations | 12 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 12 |
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Item 4T. | Controls and Procedures. | 13 |
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Part II | Other Information | |
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Item 1. | Legal Proceedings | 14 |
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Item 1A. | Risk Factors | 14 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
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Item 3. | Defaults Upon Senior Securities | 15 |
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Item 4. | Submission of Matters to a Vote of Security Holders | 15 |
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Item 5. | Other Information | 15 |
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Item 6. | Exhibits | 15 |
2
PART I FINANCIAL INFORMATION
The accompanying financial statements have been prepared by Oasis Online Technologies Corp, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2008 and 2007 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2008 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.
3
Item 1. | Financial Statements. |
OASIS ONLINE TECHNOLOGIES CORP (A Development Stage Company) BALANCE SHEETS
ASSETS |
| | | | | | |
| | December 31, 2008 (Unaudited) | | | June 30, 2008 (See Note 1) | |
Current Assets | | | | | | |
Cash | $ | 121 | | $ | 9,159 | |
Marketable securities net of fair value Adjustment of $7,320 and $66,875 | | 180 | | | 26,875 | |
Prepaid Expenses & Fees | | 141,667 | | | - | |
Security deposits | | 775 | | | 775 | |
Total Current Assets | | 142,743 | | | 36,809 | |
| | | | | | |
Fixed Assets | | | | | | |
Furniture and Equipment | | 5,385 | | | 5,385 | |
Less accumulated depreciation | | 1,039 | | | 500 | |
Total Fixed Assets | | 4,346 | | | 4,885 | |
| | | | | | |
Other Assets | | | | | | |
PocketServer License | | 63,038 | | | - | |
Less accumulated amortization | | - | | | - | |
Total Assets | $ | 210,127 | | $ | 41,694 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: | | | | | | |
Accounts payable | $ | 74,963 | | $ | 33,945 | |
Accounts payable-related party | | 3,819 | | | 1,257 | |
Salaries payable | | 55,033 | | | - | |
Total Current Liabilities | | 133,815 | | | 35,202 | |
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Total Liabilities | | 133,815 | | | 35,202 | |
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Stockholders' Equity: | | | | | | |
Common Stock, $.01 par value, 100,000,000 shares authorized 22,189,542 and 13,471,208 shares issued and outstanding respectively | | 221,895 | | | 134,712 | |
Additional paid-in capital | | 4,813,299 | | | 4,223,485 | |
Accumulated (deficit) | | (3,539,288 | ) | | (3,539,288 | ) |
Accumulated (deficit) during development stage | | (993,598 | ) | | (812,417 | ) |
Subscriptions receivable | | (425,996 | ) | | - | |
Total Stockholders' Equity | | 76,312 | | | 6,492 | |
Total Liabilities and Stockholders' Equity | $ | 210,127 | | $ | 41,694 | |
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The accompanying notes are an integral part of the financial statements. | | | | | | |
4
OASIS ONLINE TECHNOLOGIES CORP (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) |
| Three Months Ended | |
| December 31, 2008 | | December 31, 2007 | |
Revenues | $ | - | | $ | - | |
| | | | | | |
Expenses: | | | | | | |
Accounting fees | | 1,000 | | | 1,000 | |
Legal fees | | 15,000 | | | 20,000 | |
Press release & Edgar fees | | 2,643 | | | 2,859 | |
Transfer agent fees | | 1,793 | | | 1,882 | |
Other professional fees | | 785 | | | - | |
Compensation fees | | 51,918 | | | 14,000 | |
Consulting fees | | 80,000 | | | - | |
Bad debt expense | | 508 | | | - | |
Travel fees | | - | | | 4,798 | |
Rent expense | | 2,534 | | | 1,717 | |
Utilities expense | | 3,577 | | | - | |
Other | | 1,021 | | | 1,270 | |
Total Expenses | | 160,779 | | | 47,526 | |
Net Ordinary (Loss) | $ | (160,779 | ) | $ | (47,526 | ) |
| | | | | | |
Other Income | | | | | | |
Gain/(Loss) | | | | | | |
Gain on collection of bad debt | | 63,038 | | | - | |
Realized loss - securities | | (690 | ) | | (60,602 | ) |
Interest income | | 508 | | | - | |
Total Other Income | | 62,856 | | | (60,602 | ) |
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Net (Loss) | | (97,923 | ) | | (108,128 | ) |
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Per Share | $ | (0.007 | ) | $ | (0.008 | ) |
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Weighted Average Number of Shares Outstanding | | 14,399,324 | | | 13,416,615 | |
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The accompanying notes are an integral part of the financial statements. | | | | | | |
OASIS ONLINE TECHNOLOGIES CORP (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) |
| Six Months Ended | | For the Period from April 26, 2006 (date of Commencement of development stage) through | |
| December 31, 2008 | | December 31, 2007 | | December 31, 2008 | |
Revenues | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Expenses: | | | | | | | | | |
Accounting fees | | 15,800 | | | 11,000 | | | 39,500 | |
Legal fees | | 30,000 | | | 45,543 | | | 106,296 | |
Press release & Edgar fees | | 2,928 | | | 4,132 | | | 8,588 | |
Transfer agent fees | | 6,048 | | | 6,604 | | | 19,438 | |
Other professional fees | | 1,615 | | | - | | | 5,524 | |
Compensation fees | | 93,406 | | | 14,000 | | | 258,680 | |
Consulting fees | | 80,000 | | | - | | | 80,000 | |
Bad debt expense | | 2,046 | | | - | | | 63,038 | |
Travel fees | | - | | | 9,108 | | | 15,393 | |
Rent expense | | 5,068 | | | 1,717 | | | 11,772 | |
Utilities expense | | 4,547 | | | - | | | 4,547 | |
Other | | 1,596 | | | 2,185 | | | 14,461 | |
Total Expenses | | 243,054 | | | 94,289 | | | 627,237 | |
Net Ordinary (Loss) | | (243,054 | ) | | (94,289 | ) | | (627,237 | ) |
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Other Income | | | | | | | | | |
Gain/(Loss) | | | | | | | | | |
Gain on collection Of bad debt | | 63,038 | | | - | | | 63,038 | |
Loss on investments | | (3,210 | ) | | (60,602 | ) | | (432,538 | ) |
Interest Income | | 2,045 | | | - | | | 3,139 | |
Total Other Income | | 61,873 | | | (60,602 | ) | | (366,361 | ) |
| | | | | | | | | |
Net (Loss) | $ | (181,181 | ) | $ | (154,891 | ) | $ | (993,598 | ) |
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Per Share | $ | (0.013 | ) | $ | (0.012 | ) | $ | (0.091 | ) |
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Weighted Average Number of Shares Outstanding | | 13,935,266 | | | 12,923,212 | | | 10,906,671 | |
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The accompanying notes are an integral part of the financial statements. | | | | | | | | | |
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OASIS ONLINE TECHNOLOGIES CORP
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from July 1, 2005 through December 31, 2008
(Unaudited)
| Number of Shares | | Stock Amount | | Additional Paid-in Capital | | Subscripts Receivable | | Accumulated (Deficit) | | Accumulated (Deficit) During Development Stage | | | Total | |
Balance at July 1, 2005 | 2,430,162 | | $ | 24,302 | | $ | 3,514,987 | | - | | $ | (3,539,288 | ) | $ | - | | $ | - | |
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Net loss-year ended June 30, 2006 | - | | | - | | | - | | - | | | - | | | - | | | - | |
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Balance at June 30, 2006 | 2,430,162 | | | 24,302 | | | 3,514,987 | | - | | | (3,539,288 | ) | | - | | | - | |
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Issuance of common stock for cash at $0.00025 per share December 4, 2006 | 10,000,000 | | | 100,000 | | | (80,000 | ) | - | | | - | | | - | | | 20,000 | |
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Net loss-year ended June 30, 2007 | - | | | - | | | - | | - | | | - | | | (24,166 | ) | | (24,166 | ) |
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Balance at June 30, 2007 | 12,430,162 | | | 124,302 | | | 3,434,987 | | - | | | (3,539,288 | ) | | (24,166 | ) | | (4,166 | ) |
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Issuance of common stock for cash at $1.00 per share | 51,046 | | | 510 | | | 50,536 | | - | | | - | | | - | | | 51,046 | |
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Issuance of common stock for investment in marketable securities at $0.75 per share October 22, 2007 | 990,000 | | | 9,900 | | | 732,600 | | - | | | - | | | - | | | 742,500 | |
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Additional Paid-in capital | - | | | - | | | 5,363 | | - | | | - | | | - | | | 5,363 | |
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Net loss-year ended June 30, 2008 | - | | | - | | | - | | - | | | - | | | (788,251 | ) | | (788,251 | ) |
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Balance at June 30, 2008 | 13,471,208 | | | 134,712 | | | 4,223,486 | | - | | | (3,539,288 | ) | | (812,417 | ) | | 6,492 | |
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Issuance of Common stock for Cash and notes at $0.1461 per share | 3,093,334 | | | 30,933 | | | 421,063 | | (425,996 | ) | | - | | | - | | | 26,000 | |
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Issuance of Common stock for Services At $0.04 per share | 2,000,000 | | | 20,000 | | | 60,000 | | - | | | - | | | - | | | 80,000 | |
| | | | | | | | | | | | | | | | | | | |
Issuance of Restricted Stock for Services with Cliff vesting At $0.04 per share | 3,625,000 | | | 36,250 | | | 108,750 | | - | | | - | | | - | | | 145,000 | |
| | | | | | | | | | | | | | | | | | | |
Net loss-six months Ended Dec 31, 2008 | - | | | - | | | - | | - | | | - | | | (181,181 | ) | | (181,181 | ) |
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Balance Jan 1, 2009 | 22,189,542 | | $ | 221,895 | | $ | 4,813,299 | | (425,996 | ) | $ | (3,539,288 | ) | $ | (993,598 | ) | $ | 76,312 | |
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The accompanying notes are an integral part of the financial statements.
OASIS ONLINE TECHNOLOGIES CORP (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) |
| Six Months Ended | | For the period From April 26, 2006 (date of Commencement of Development Stage through | |
| December 31, 2008 | | December 31, 2007 | | December 31, 2008 | |
Cash Flows from Operating Activities: | | | | | | | | | |
Net (loss) | $ | (181,181 | ) | $ | (154,891 | ) | $ | (993,598 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | |
Prepaid expenses recognized | | 3,333 | | | - | | | 3,333 | |
Increase in depreciation | | 538 | | | - | | | 1,038 | |
Increase in accounts payable | | 39,762 | | | 11,979 | | | 74,965 | |
Decrease in Subscription Receivable | | - | | | 2,000 | | | - | |
(Decrease) in checks written in excess of cash balance | | - | | | (5,293 | ) | | - | |
Increase/ (Decrease) in accounts payable Related party | | 3,819 | | | (873 | ) | | 3,819 | |
Increase in Salaries Payable | | 55,033 | | | - | | | 55,033 | |
Loss on sale of investments | | 3,210 | | | 60,602 | | | 432,538 | |
Net Cash (Used in) Operating Activities | | (75,486 | ) | | (86,476 | ) | | (422,872 | ) |
| | | | | | | | | |
Cash Flows from Investing Activities | | | | | | | | | |
Furniture and equipment | | - | | | (1,646 | ) | | (5,385 | ) |
Leasehold improvement | | - | | | (1,318 | ) | | - | |
Security Deposits | | - | | | (775 | ) | | (775 | ) |
Cash from sale of Investment securities | | 23,485 | | | 55,648 | | | 309,782 | |
PocketServer license | | (63,038 | ) | | - | | | (63,038 | ) |
Net Cash Provided by/ (Used in) Investing activities | | (39,553 | ) | | 51,909 | | | 240,584 | |
| | | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | | |
Issuance of Common Stock for Cash | | | | | | | | | |
Less subscriptions receivable | | 26,000 | | | 51,045 | | | 97,046 | |
Issuance of common stock for services | | 80,000 | | | - | | | 80,000 | |
Additional paid in capital | | - | | | 4,166 | | | 5,363 | |
Net Cash Provided by Financing | | 106,000 | | | 55,211 | | | 182,409 | |
Increase (decrease) in Cash | | (9,039 | ) | | 20,644 | | | 121 | |
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Cash, Beginning of Period | | 9,160 | | | - | | | - | |
Cash, End of Period | $ | 121 | | $ | 20,644 | | $ | 121 | |
| | | | | | | | | |
Interest Paid | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Income Taxes Paid | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Supplemental non-cash transactions - issued stock amounting to $145,000 at $0.04 per share for services to be provided over the course of the next 12 months. Stock was restricted stock requiring service to the Company over period of time in order for stock to vest. |
8
OASIS ONLINE TECHNOLOGIES CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 (Unaudited)
(1) Unaudited Financial Statements
The balance sheet as of December 31, 2008, the statements of operations and the statements of cash flows for the three month and six month periods ended December 31, 2008 and 2007 have been prepared by Oasis Online Technologies Corp (Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at December 31, 2008 and for all periods presented, have been made.
It is suggested that these statements be read in conjunction with the June 30, 2008 audited financial statements and the accompanying notes included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission.
(2) Basis of Presentation
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has limited working capital and limited business operations, which raises substantial doubt about its ability to continue as a going concern.
In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its operations. However, the Company has sustained losses from operations and has net capital and working capital deficits, which raises substantial doubt about its ability to continue as a going concern.
Management has identified markets that they view as favorable for development and has developed initial plans and products for penetrating these markets. Management has identified and acquired access and rights to key technologies they believe will form the core of the Company's product line. Management of the Company is currently in the process of creating four distinct subsidiaries in order to market its current and future products and services through. Management believes that their plan provides an opportunity for the Company to continue as a going concern.
(3) Development Stage Company
Based upon the Company's current business plan, it is a development stage enterprise since operations have just commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from commencement of development stage to the current balance sheet date. The development stage began April 26, 2006 when it commenced activities to again establish the Company as a reporting company with the Securities and Exchange Commission.
(4) Related Party Transactions
During the quarter ended December 31, 2008 the Company's largest single shareholder, Big Eye Capital, Inc. ("Big Eye") as well as two affiliates of the Company made cash advances to the Company to pay expenses. At December 31, 2008, the Company owed $3,819 to Big Eye and Company affiliates for advances made to the Company to pay expenses. These cash advances to the Company are uncollateralized, bear no interest and are due on demand.
9
OASIS ONLINE TECHNOLOGIES CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 (Unaudited)
(5) Common Stock
Pursuant to the Articles of Incorporation, as amended on September 19, 2007, the Company is authorized to issue 100,000,000 common shares, with a par value of $.01 per share. As of December 31, 2008 there were 22,189,542 shares of common stock issued and outstanding.
On November 14, 2008, the Company issued 1,760,000 shares of common stock at $0.1461 per share to accredited investors for total investment of $252,000 in cash and subscriptions receivable to the Company. The investors in this closing represented that they were "accredited investors," as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the sale of the Shares was made in reliance on exemptions provided by Regulation D and Section 4(2) of the Securities Act. The shares will be non-transferable in the absence of an effective registration statement under the Securities Act, or an available exemption there from, and all certificates will be imprinted with a restrictive legend to that effect.
On December 29, 2008 the Company issued 1,333,334 shares of common stock at $0.1461 per share to an accredited investor for a total investment of $200,000 in a subscription receivable to the Company. The investor in this closing represented that they were an "accredited investor," as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the sale of the Shares was made in reliance on exemptions provided by Regulation D and Section 4(2) of the Securities Act. The shares will be non-transferable in the absence of an effective registration statement under the Securities Act, or an available exemption there from, and all certificates will be imprinted with a restrictive legend to that effect.
In December the Company also issued 2,000,000 shares of common stock at $0.04 per share for invoices totaling $80,000 for services rendered to the Company for investor relations services, bookkeeping services and advisory and consulting services provided to the Company during the quarter ended December 31, 2008. These shares of common stock were issued in reliance on exemptions provided in Section 4(2) of the Securities Act for transactions not involving a public offering.
In December 2008, the Company issued restricted shares of common stock to engage a team of technology professionals for the development of the programs, web sites and to generally manage the technology of the Company and its subsidiaries. This team consists of five individuals which have agreed to be compensated by shares of the Company's common stock. The Company has issued 675,000 restricted shares of common stock at $0.04 per share for the work performed and to be performed in the near future. These shares require that each member of the team provide one year of continuous service to the Company for their shares to become vested. The Company will amortize these shares valued at $27,000 over the one year vesting period.
In December 2008, the Company also issued restricted common stock to officers and directors of the Company totaling 2,450,000 restricted shares of common stock at $0.04 per share to the officers of the Company valued at $98,000. These shares require that each officer provide one year of continuous service to the company in a position of officer for the shares to become vested. The value of these shares will be amortized over the one year vesting period. The Company also issued 500,000 restricted shares of common stock to a new member of the board of directors for assistance they will provide in recruiting and hiring of a professional to head the Company's medical division. These shares require six months continuous service to the Company as a director to become vested. The $20,000 value for these shares will be amortized over the six month vesting period.
All shares of common stock issued for services during the period ended December 31, 2008 were issued at market price.
(6) Investments -- Marketable Securities
The company has 1,000 shares of available for sale securities held by the Company, and has recorded $690 of losses in connection with fair value impairment for the quarter ended December 31, 2008. The Company's management has evaluated the likelihood that the impairment in the stock price of this investment would be permanent and it was determined that this was likely to be a permanent impairment for the remaining time that the Company intended to hold these securities and thus the Company has recorded a loss for the fair value adjustment in the total amount of $3,210 for the remaining shares owned by the Company.
10
OASIS ONLINE TECHNOLOGIES CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 (Unaudited)
(7) Agreements
On October 24, 2008 the Company entered into a 3-year Revenue Share Agreement (the "Revenue Agreement") with SVC Cards, Inc., pursuant to which SVC Cards, Inc. has agreed to enter into distribution agreements with Oasis so that the Company can market SVC's financial products to Oasis customers and contacts. Under the terms of the Revenue Share Agreement, Oasis will receive 60-65% of the net revenue generated from the sale of SVC's products and the Company can create its own co-branded products with SVC Cards.
On November 5, 2008, Oasis Online Technologies (the "Company") entered into a Master License Agreement with TranSend International, Inc., a Nevada corporation ("TranSend"), pursuant to which the Company acquired a 5-year exclusive Master License for Transend's PocketServer™ software. The license gives the Company the right to distribute, grant sub-licenses, co-brand, re-brand, grant additional master licenses, use, sell, offer for sale, import, or otherwise distribute PocketServer™ anywhere in the world. The license also grants the Company the right to further sublicense PocketServer™ to any third party for further distribution of the Products, as that term is defined in the Master License Agreement.
The Company used as consideration for the purchase of this Master License, money advanced by the Company to TranSend International, Inc. as part of a Line of Credit Agreement in the amount of $63,038 (which includes accrued interest through November 4, 2008) which was applied as the payment for the grant of the license. The Company had established a reserve of doubtful accounts equal to the entire principal and interest due under the line of credit. The Company recognized gain on recovery of bad debt of $ 63,038 based upon estimated value of the master license agreement. In addition the Company shall pay TranSend a royalty of 10% of the net sales of new PocketServer™ software licenses. The Company will also pay a royalty of 10% of the net collections from previous TranSend customers from which the Company is able to collect new fees and commitments.
11
ITEM 2 | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS |
This report includes certain forward-looking statements. Forward-looking statements are statements that predict the occurrence of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. We have written the forward-looking statements specified in the following information on the basis of assumptions we consider to be reasonable. However, we cannot predict our future operating results. Any representation, guarantee, or warranty should not be inferred from those forward-looking statements.
The assumptions we used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty in economic, legislative, industry, and other circumstances. As a result, judgment must be exercised in the identification and interpretation of data and other information and in their use in developing and selecting assumptions from and among reasonable alternatives. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly we express no opinion on the achievability of those forward-looking statements. We cannot guarantee that any of the assumptions relating to the forward-looking statements specified in the following information are accurate. We assume no obligation to update any such forward-looking statements.
Oasis Online Technologies Corp. was incorporated under the laws of the state of Minnesota in 1980 as Implant Technologies, Inc. To better reflect the Company's current goals the Company's name was changed to Oasis Online Technologies Corp on September 19, 2007.
Oasis Online Technologies Corp's planned business will be the marketing of key core technologies and products that are easily adaptable for multiple market segments which require secure storage and convenient mobile, portable, and/or online use of data. The Company's planned products and features will be designed and marketed to protect against or prevent real world problems such as transaction fraud, identity theft, online theft, expense account fraud, abducted children, and HIPPA compliance, while making the online experience easier and faster.
Management intends to acquire core technology platforms through acquisitions, licensing agreements, joint ventures, and/or by internally guided development. These core technologies should encrypt critical information, and be able to move this information on and off of smart-chip enabled mediums such as smart-cards, USB tokens, and cellular telephones. The information must be compressed to allow for the minimum storage capabilities of these devices. These core technologies, being platform based, will allow them to be readily adapted or combined with other feature-rich software applications or products to appeal to different market segments.
In accordance with Management's business plan, the Company has established (4) wholly-owned subsidiaries whereby each subsidiary can leverage the core technologies that Oasis will acquire, to focus its sales efforts exclusively on only one of the four distinct market segments that have initially been identified. This will allow each subsidiary to build distinctly different marketing and sales strategies tailored exclusively to their segments. As the success of this strategy may be demonstrated, and resources become available, the Company may form additional subsidiaries to take advantage of other opportunities and markets. The initial market segments to be targeted are; 1) Financial Institutions, 2) Online Consumers, 3) Medical Provider Networks, and 4) Families with young children.
On November 5, 2008. Oasis entered into a Master License Agreement with TranSend International for exclusive rights to its PocketServer software. The Master License Agreement allows Oasis to modify and distribute the PocketServer application at will. According to the agreement, Oasis will pay 10% of all net-revenues generated by the sale of the PocketServer application to TranSend International. Oasis plans to develop new applications from the PocketServer application to sell through its newly formed subsidiaries.
Management is currently researching multiple marketing options to sell the PocketServer application.
On October 24, 2008, Oasis entered into a Revenue Share Agreement with SVC Cards, Inc. to distribute its suite of debit and electronic payment products. According to the Agreement, Oasis will receive 60% of all revenues generated by the sale of SVC's products by Oasis. Should Oasis sell in excess of 10,000 units of any given product, Oasis' revenue share will increase to 65% of gross revenues generated. Oasis plans to sell the SVC suite of card products through its newly formed subsidiaries and is currently researching multiple marketing options to sell the SVC card products.
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The Company is currently researching and negotiating with third-party service providers in order to create an identity-theft protection package to sell through its subsidiaries. Some of the services to be included in the package are a suite of credit-monitoring services as well as products to enhance certain e-mail functions. The company intends to bundle the contemplated services with its PocketServer software which provides additional online identity protection features as part of this package of services which will be sold direct to the consumer. The Company anticipates offering this package for sale as soon as suitable service providers have been identified and agreements have been secured.
On December 9, 2008 the Company appointed Ms. Jean Rice as its first independent Director to the Board of Directors. Ms. Rice was invited to serve on the Board in order to help lead the search for a qualified person to head our subsidiary which will market to medical provider networks, to conceptualize how to utilize our smart card technology for the Medical community. Ms. Rice also brings expert knowledge in the field of healthcare management. Ms. Rice was issued 500,000 shares of the Company's common stock for her participation on the Board of Directors and for her efforts in securing a qualified person to lead this subsidiary.
The Company generated no revenues during the quarter ended December 31, 2008. The Company has little capital but has begun receiving subscription payments for the stock subscriptions described below. The Company anticipates operational costs will be limited until such time as significant progress is made by management to raise the capital that will be needed to implement its current plan. To that end the Company is currently working on raising these funds and the Company has received as of February 7, 2009 subscriptions for over $450,000 of its $1.2 million funding plan.
The Company currently has significant accounts payable and anticipates trying to negotiate settlement of some of the current accounts payable and management feels confident in its ability to quickly move forward to revenue generating operations with revenues expected from product introductions expected to begin in the quarter ending March 31, 2009 and further moving the Company's business to the next stages.
ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not required by smaller reporting companies.
ITEM 4T | CONTROLS AND PROCEDURES |
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance.
As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting them to material information relative to our Company required to be disclosed in our periodic filings with the SEC.
(b) Changes in Internal Control over Financial Reporting.
During the quarter ended December 31, 2008, there were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
None.
Not required by smaller reporting companies.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On November 14, 2008 the Company issued 1,760,000 shares of common stock to accredited investors for total investment of $252,000 in cash and subscriptions receivable to the Company. The investors in this closing represented that they were "accredited investors," as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the sale of the Shares was made in reliance on exemptions provided by Regulation D and Section 4(2) of the Securities Act. The Company did not use any form of advertising or general solicitation in connection with the sale of the shares of its common stock. No underwriters were used and no commissions or other consideration was paid in connection with the issuance of these shares. The shares will be non-transferable in the absence of an effective registration statement under the Securities Act, or an available exemption there from, and all certificates will be imprinted with a restrictive legend to that effect.
On December 29, 2008 the Company issued 1,333,334 shares of common stock to an accredited investor for a total investment of $200,000 in a subscription receivable to the Company. The investor in this closing represented that they were an "accredited investor," as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the sale of the Shares was made in reliance on exemptions provided by Regulation D and Section 4(2) of the Securities Act. The Company did not use any form of advertising or general solicitation in connection with the sale of the shares of its common stock. No underwriters were used and no commissions or other consideration was paid in connection with the issuance of these shares. The shares will be non-transferable in the absence of an effective registration statement under the Securities Act, or an available exemption there from, and all certificates will be imprinted with a restrictive legend to that effect.
In December the Company also issued 2,000,000 shares of common stock for invoices totaling $80,000 for services rendered to the Company for Investor relations services, bookkeeping services and advisory and consulting services provided to the Company during the quarter ended December 31, 2008. These shares of common stock were issued in reliance on exemptions provided in Section 4(2) of the Securities Act for transactions not involving a public offering. No underwriters were used and no commissions or other consideration was paid in connection with the issuance of these shares.
In December the Company issued restricted shares of common stock to engage a team of technology professionals for the development of the programs, web sites and to generally manage the technology of the Company and its subsidiaries. This team consists of five individuals which have agreed to be compensated by shares of the Company's common stock. The Company has issued 675,000 restricted shares of common stock for the work performed and that will be performed in the near future. These shares require that each member of the team provide one year of continuous service to the Company for their shares to become vested. The Company will amortize these shares valued at $27,000 over the one year vesting period.
In December the Company also issued restricted common stock to officers and directors of the Company totaling 2,450,000 restricted shares of common stock to the officers of the Company valued at $98,000. These shares require that each officer provide one year of continuous service to the company in a position of officer for the shares to become vested. The value of these shares will be amortized over the one year vesting period. The Company also issued 500,000 restricted shares of common stock to a new member of the board of directors for assistance they will provide in recruiting and hiring of a professional to head the Company's medical division. These shares require six months continuous service to the Company as a director to become vested. The $20,000 value for these shares will be amortized over the six month vesting period.
Item 3. | Defaults upon Senior Securities |
None.
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Item 4. | Submission of Matters to a Vote of Security Holders |
None during the three-month period covered by this report.
None.
Exhibit 10.1 | Revenue Share Agreement Entered into on October 24, 2008 between SVC Cards, Inc. and Oasis Online Technologies Corp filed with the SEC on Form 10-Q filed November 12, 2008 included here by reference. |
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Exhibit 10.2 | Master License Agreement Executed on November 5, 2008 between TranSend International, Inc. and Oasis Online Technologies Corp filed with the SEC on Form 10-Q filed November 12, 2008 and included Here by reference. |
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Exhibit 10.3 | Form of Subscription agreement previously filed with the SEC on Form 8-K on November 20, 2008 and Included here by reference. |
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Exhibit 10.4 | Form of Subscription Note and Pledge agreement previously filed with the SEC on Form 8-K on November 20, 2008 and included here by reference. |
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Exhibit 31.1 | Certification by Chief Executive Officer, required by Rule 13a- 14(a) or Rule 15d-14(a) of the Exchange Act, promulgated under the Securities and Exchange Act of 1934, as amended. |
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Exhibit 31.2 | Certification by Chief Financial Officer, required by Rule 13a- 14(a) or Rule 15d-14(a) of the Exchange Act, promulgated under the Securities and Exchange Act of 1934, as amended. |
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Exhibit 32.1 | Certification by Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.2 | Certification by Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | OASIS ONLINE TECHNOLOGIES CORP. |
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Date: February 12, 2009 | | By: /s/ Erik J. Cooper Erik J. Cooper Chief Executive Officer and President (Principal Executive Officer) |
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Date: February 12, 2009 | | By: /s/ John H. Venette John H. Venette Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
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