On January 26, 2009, the Company, then known as Diamond I, Inc., issued 80,000,000 shares of its common stock for 100% of UBI. Following the merger transaction, the shareholders of UBI owned approximately 80% of the Company’s common stock. For accounting purposes, the merger will be treated as a reverse-acquisition, that is, as an acquisition of the Company and a recapitalization of UBI. On February 6, 2009, the Company changed its corporate name to “ubroadcast, inc.”
ubroadcast, inc.’s fiscal year end will be December 31.
Note 2. Going Concern
The Company has incurred losses totaling $1,738,125 through June 30, 2009, and had limited working capital at June 30, 2009. Because of these conditions, the Company will require additional working capital to continue operations and develop its business. The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing.
There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations or execute its business plan.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3. Amended and Restated Certificate of Incorporation
In January 2009, the Company filed a certificate of amendment to its amended and restated certificate of incorporation. Pursuant to this amendment, the Company increased the authorized number of shares of its common stock from 700,000,000 to 4,000,000,000.
In February 2009, the Company filed a certificate of amendment to its amended and restated certificate of incorporation. Pursuant to this amendment, the Company accomplished the following:
| | 1. | The Company’s corporate name was changed to “ubroadcast, inc.” |
| | 2. | The Company’s common stock was reverse split on a 1-for-32 basis. |
| | 3. | The Company’s authorized number of shares of common stock was reduced from 4,000,000,000 to 700,000,000; the Company continues to have 50,000,000 shares of preferred stock authorized; the par value of all of our capital stock continues to be $.001 per share. |
Note 4. Acquisition of ubroadcast, Inc. (UBI)
On January 26, 2009, pursuant to an agreement and plan of merger, the Company acquired 100% of the common stock of UBI, in a combination that has been accounted for as a reverse-acquisition, by issuing a total of 80,000,000 shares of its common stock. In addition, the Company issued 500,000 shares of its common stock in payment of a finder’s fee in connection with the UBI acquisition.
The number shares issued by the Company in the acquisition of UBI was determined through arm’s-length negotiations. The valuation of the shares issued by the Company was determined by employing the following process: (1) the number of shares of UBI common stock outstanding at the time of acquisition was 15,226,000 shares; (2) the most recent sales price of UBI shares in private sales to third parties was $.25 per share in cash; (3) with that information, the Company determined that $.25 per share constituted a “fair” valuation of UBI on a per share basis; (4) next, the Company established a tentative enterprise value for UBI of $3,806,500; (5) however, due to the lack of a trading market for the UBI common stock and the fact that the common stock of the Company that was used to acquire UBI was not registered, it was determined to be appropriate to apply a further “restricted share” discount to the tentative enterprise value of UBI;(6) thus, the Company applied a standard restricted share discount of 50% to the tentative enterprise value for UBI of $3,806,500, which yielded a valuation for UBI of $1,903,250.
The final step in the valuation of UBI started with an analysis of UBI’s financial projections, as prepared by UBI prior to the Company’s acquisition of UBI. Based on our analysis of UBI’s financial projections viz-à-viz the calculated $1,903,250 enterprise value, it was determined that the likelihood of the Company’s earning at least $1,903,250 over the next three years is high. Thus, it was concluded that the recorded enterprise value for UBI, $1,903,250, is fair, and the amount of good will recorded, $1,246,608, represents the amount the purchase price exceeds the value of the net assets of UBI.
In connection with the Company’s acquisition of UBI, there occurred a change in control of the Company. The business plan of UBI has been adopted by the Company’s board of directors and it will pursue the development of the “ubroadcast.com” web site and related activities.
Founded in 2006, in San Diego, California, UBI developed proprietary software, with which anyone can host a live interactive radio show on the Internet. During the second quarter of 2009, the Company plans to launch “ubroadcast TV”, which will allow users to produce live television shows, in addition to radio.
ubroadcast.com is a blend of user-generated content and the Company’s own original programming, in a high-quality Internet application. The Company believes its has created a way to “bridge the gap” between Internet and traditional network radio and television. The Company’s browser-based software allows anyone to host a live and interactive radio or television show on the Internet, in high-quality format.
Through ubroadcast.com, the Company offers a synthesized advertising platform that traditional Internet video sites and traditional network television and radio are unable to deliver independently and a viral delivery mechanism that advertisers and sponsors seek. The Company’s operating platform is designed to allow simultaneous broadcasting by thousands of channels at any one time.
Note 5. Capital Stock
Stock Issued for Salary and Retention Bonus
In January 2009, the Company issued 5,000,000 shares of common stock in payment of all accrued salary of one of the Company’s officers of $75,000 and as a retention bonus in the amount of $85,000. This transaction was completed in conjunction with the acquisition of UBI. In April 2009, the Company issued 7,000,000 to one of the Company’s officers pursuant to an amended employment agreement, which shares were valued at $350,000.
Stock Issued as Finder’s Fees
In January 2009, the Company issued 500,000 shares of common stock in payment of a finder’s fee associated with the Company’s acquisition of UBI, which shares were valued at $65,000. In March 2009, the Company issued 300,000 shares of common stock in payment of a finder’s fee, which shares were valued at $27,000.
Stock Issued for Cash
During the six months ended June 30, 2009, the Company issued a total of 2,980,000 shares of common stock for cash in the total amount of $49,600.
Stock Issued for Services
During the six months ended June 30, 2009, the Company issued a total of 4,000,000 shares of common stock in payment of $80,000 of professional services. Also, the Company issued a total of 643,750 shares of common stock in payment of consulting services, which shares were valued at $39,550.
Note 6. Employment Agreements
In April 2009, the Company entered into employment agreements with two of its officers, pursuant to which each will be paid a monthly salary of $11,000. Each of these agreements has a term of three years. Also in April 2009, the Company entered into an amended and restated employment agreement with one of its officers. This officer was issued 7,000,000 shares of Company common stock, in payment of approximately $350,000 in future salary that would have been owed to him over the 30 months ending in July 2011. Under his employment agreement, as amended, this officer will be paid a monthly salary of $11,000. This agreement has a term of three years.
Note 7. Subsequent Events
Launch of Company’s Redesigned ubroadcast.com Web Site
In mid-July 2009, the Company’s redesigned ubroadcast.com web site was launched. In periods subsequent to June 30, 2009, the Company expects that it will generate advertising revenues from its ubroadcast.com web site. This advertising will be done in the form of banner ads, short video ads preceding and following each show (TV or radio) and click-through ads. Initially, the Company expects to derive revenues, in form of commissions, from advertisers based on sales made by those advertisers to users who were lead to the particular advertiser’s web site by an ad appearing on ubroadcast.com. At such time as traffic to the ubroadcast.com web site reaches a large enough level, the Company intends to sell advertising directly to businesses who wish to have their products or services offered to potential customers via ubroadcast.com.
Stock Issued for Services
In July 2009, the Company issued 3,000,000 shares of common stock pursuant to a consulting agreement, which shares were valued at $60,000.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Background
On January 26, 2009, pursuant to an agreement and plan of merger, we acquired 100% of the common stock of ubroadcast, Inc., a Nevada corporation (“UBI”), in a combination that has been accounted for as a reverse-acquisition, by issuing a total of 80,000,000 shares of our common stock. In addition, we issued 500,000 shares of our common stock in payment of a finder’s fee in connection with the UBI acquisition.
The number shares issued by us in the acquisition of UBI was determined through arm’s-length negotiations. The valuation of the shares issued by us was determined by employing the following process: (1) the number of shares of UBI common stock outstanding at the time of acquisition was 15,226,000 shares; (2) the most recent sales price of UBI shares in private sales to third parties was $.25 per share in cash; (3) with that information, we determined that $.25 per share constituted a “fair” valuation of UBI on a per share basis; (4) next, we established a tentative enterprise value for UBI of $3,806,500; (5) however, due to the lack of a trading market for the UBI common stock and the fact that our common stock used to acquire UBI was not registered, it was determined to be appropriate to apply a further “restricted share” discount to the tentative enterprise value of UBI;(6) thus, we applied a standard restricted share discount of 50% to the tentative enterprise value for UBI of $3,806,500, which yielded a valuation for UBI of $1,903,250.
The final step in the valuation of UBI started with an analysis of UBI’s financial projections, as prepared by UBI prior to our acquisition of UBI. Based on our analysis of UBI’s financial projections viz-à-viz the calculated $1,903,250 enterprise value, it was determined that the likelihood of our earning at least $1,903,250 over the next three years is high. Thus, it was concluded that the recorded enterprise value for UBI, $1,903,250, is fair, and the amount of good will recorded, $1,246,608, represents the amount the purchase price exceeds the value of the net assets of UBI.
In connection with our acquisition of UBI, there occurred a change in control of our company. The business plan of UBI has been adopted by our board of directors and we will pursue the development of the “ubroadcast.com” web site and related activities.
Founded in 2006, in San Diego, California, UBI developed proprietary software, with which anyone can host a live interactive radio show on the Internet. During the second quarter of 2009, the Company plans to launch “ubroadcast TV”, which will allow users to produce live television shows, in addition to radio.
ubroadcast.com is a blend of user-generated content and its own original programming, in a high-quality Internet application. We believes we have created a way to “bridge the gap” between Internet and traditional network radio and television. Our browser-based software allows anyone to host a live and interactive radio or television show on the Internet, in high-quality format.
Through ubroadcast.com, we offer a synthesized advertising platform that traditional Internet video sites and traditional network television and radio are unable to deliver independently and a viral delivery mechanism that advertisers and sponsors seek. Our operating platform is designed to allow simultaneous broadcasting by thousands of channels at any one time.
Critical Accounting Policies
While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.
Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.
Stock-Based Compensation. We account for stock-based compensation based on the provisions of Statement of Financial Accounting Standards No. 123. In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment, (FAS-123R). This statement replaces FAS-123, Accounting for Stock-Based Compensation, supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FAS-95, Statement of Cash Flows. FAS-123R requires companies to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees and to record compensation cost for all stock awards granted after the required effective date and for awards modified, repurchased or cancelled after that date. The scope of FAS-123R encompasses a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.
Newly issued accounting standards. On January 1, 2009, we adopted SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” (SFAS 160). SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard defines a non-controlling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS No.160 requires, among other items, that a non-controlling interest be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and non-controlling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and non-controlling interest all on the consolidated statement of operations; and if a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The presentation and disclosure requirements of SFAS No. 160 were applied retrospectively. Other than the change in presentation of non-controlling interests, the adoption of SFAS No. 160 had no impact on the Financial Statements.
In April 2009, the FASB issued FSP FAS No. 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (FSP FAS No. 141(R)-1). This pronouncement amends SFAS No. 141-R to clarify the initial and subsequent recognition, subsequent accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP SFAS No. 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, as determined in accordance with SFAS No. 157, if the acquisition-date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies” (SFAS No. 5), and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss.” FSP SFAS No. 141(R)-1 became effective for the Registrants as of January 1, 2009. As the provisions of FSP FAS No. 141(R)-1 are applied prospectively to business combinations with an acquisition date on or after the guidance became effective, the impact on our financials cannot be determined until the transactions occur.
In April 2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS No. 157-4), which provides additional guidance for applying the provisions of SFAS No. 157. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This FSP requires an evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction is not orderly, other valuation techniques must be used when estimating fair value. FSP FAS No. 157-4 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on our financial statements.
In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (APB) No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” (SFAS No. 107) and APB Opinion No. 28, “Interim Financial Reporting,” respectively, to require disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required by SFAS No. 107. FSP FAS No. 107-1 and APB No. 28-1 will be required for interim periods ending after June 15, 2009. As FSP FAS No. 107-1 and APB No. 28-1 provides only disclosure requirements; the application of this standard will not have a material impact on our financial statements.
In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS No. 115-2 and FAS No. 124-2), which amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and SFAS No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations”. This standard establishes a different other-than-temporary impairment indicator for debt securities than previously prescribed. If it is more likely than not that an impaired security will be sold before the recovery of its cost basis, either due to the investor’s intent to sell or because it will be required to sell the security, the entire impairment is recognized in earnings. Otherwise, only the portion of the impaired debt security related to estimated credit losses is recognized in earnings, while the remainder of the impairment is recorded in other comprehensive income and recognized over the remaining life of the debt security. In addition, the standard expands the presentation and disclosure requirements for other than-temporary-impairments for both debt and equity securities. FSP FAS No. 115-2 and FAS No. 124-2 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on our financial statements.
Results of Operations
Our operations changed significantly from the First Half 2008 to the First Half 2009. During the First Half 2009, we established a new Voice Network division, BriteVoice™, to augment the operations related to our Internet Broadcasting web site, ubroadcast.com.
We anticipate that the Broadcasting Segment will increase revenues, inasmuch as the redesigned ubroadcast.com web site was launched in mid-July 2009. We intend to implement the following strategies, among others, to achieve revenue growth:
| | - | We have actively been working to secure strategic partnerships with various organizations that will allow us to increase our user base. It is our goal to complete these partnerships with organizations that already have a significant user base and see a mutual benefit in adding the ubroadcast application to its product offering. These organizations include social networking and entertainment web sites, independent music and film sites, talent agencies, and other groups that will complement our business model. |
| | - | Currently we offer two broadcasting packages that generate monthly recurring revenue, Broadcast250 (250 concurrent viewers for $3.99 per month) and Broadcaster500 (500 concurrent viewers for $6.99 per month) in addition to our free trial account (20 concurrent viewers). We plan to heavily promote these broadcasting packages to our current user base as well as make modifications to our web site sign up process that will allow more opportunities to market these packages. We also plan to offer many more consumer and “business to business” packages at various price levels in the near future. |
| | - | Advertising on the ubroadcast.com web site: this advertising will be done in the form of banner ads, short video ads preceding each show (TV or radio) and click-through ads. Initially, we will derive revenues, in form of commissions, from advertisers based on sales made by those advertisers to users who were lead to the particular advertiser’s web site by an ad appearing on our ubroadcast.com web site. At such time as traffic to the ubroadcast.com web site reaches a large enough level, we intend to sell advertising directly to businesses who wish to have their products or services offered to potential customers via our ubroadcast.com web site. We cannot predict when this second tier of advertising will become a part of the Broadcasting Segment. |
We expect the Britevoice Segment to continue to increase its revenue growth at a moderate pace for the remainder of 2009. Should we be able to obtain approximately $100,000 for use in marketing, the BriteVoice Segment is expected to be able to increase significantly its revenues and improve its profit margins. There is no assurance that we will obtain funds for use in the BriteVoice Segment.
Our overall operating results, which include BriteVoice Segment and Broadcasting Segment results, are included in the following discussion. In future periods, due to the expected expansion of our Broadcasting Segment, separate segment information will be presented.
Second Quarter 2009 vs. Second Quarter 2008.
Revenues. During the Second Quarter 2009, we generated a total of $199,545 in revenues from our operations. Nearly all of the current period’s revenues were derived from the BriteVoice Segment’s activities. For the remainder of 2009, we expect that our BriteVoice Segment will generate a significant majority of our revenues. However, we expect our Broadcasting Segment to generate increasing revenues on a month-by-month basis for the remainder of 2009.
Expenses. Our overall operating expenses during the Second Quarter 2009 were $638,488 compared to $19,730 for the Second Quarter 2008. This difference in operating results is due to our increased business activities during the current period compared to the prior period. Our non-cash operating expenses, which include stock issued for services, finder’s fees, accrued salaries and bonuses, totalled approximately $607,000 for the Second Quarter 2009 compared to $-0- for the Second Quarter 2008. We issued a total of 3,200,000 shares of our common stock for services during the Second Quarter 2009, which shares were valued for financial reporting purposes at $75,800, in the aggregate. Until we obtain operating capital, it can be expected that we will issue additional shares of our common stock to third-parties in payment of services rendered on our behalf.
First Half 2009 vs. First Half 2008.
Revenues. During the First Half 2009, we generated a total of $199,594 in revenues from our operations. Nearly all of the current period’s revenues were derived from the BriteVoice Segment’s activities. For the remainder of 2009, we expect that our BriteVoice Segment will generate a significant majority of our revenues. However, we expect our Broadcasting Segment to generate increasing revenues on a month-by-month basis for the remainder of 2009.
Expenses. Our overall operating expenses during the First Half 2009 were $1,110,823 compared to $152,529 for the First Half 2008. This difference in operating results is due to our increased business activities during the current period compared to the prior period. Our non-cash operating expenses, which include stock issued for services, finder’s fees, accrued salaries and bonuses, totalled $721,550 for the First Half 2009 compared to $-0- for the First Half 2008. We issued a total of 4,643,750 shares of our common stock for services during the First Half 2009, which shares were valued for financial reporting purposes at $119,550, in the aggregate. Until we obtain operating capital, it can be expected that we will issue additional shares of our common stock to third-parties in payment of services rendered on our behalf.
Financial Condition
We have incurred losses from inception of $1,738,125 and we have not possessed an abundance of capital. During the First Half 2009, the completion of our redesigned ubroadcast.com web site, which includes our “ubroadcast TV” service, was slowed, due to our lack of capital and, overall, we operated with little available cash. During the First Half 2009, we obtained cash in the amount of $64,000 from privates sales of our common stock. In addition, our officers and directors loaned us money or advanced costs on our behalf in the total amount of approximately $34,420. All of the funds obtained and the costs advanced on our behalf were applied to operating costs, including professional fees, and to software services associated with the redesign of our ubroadcast.com web site.
Nevertheless, our redesigned ubroadcast.com was launched in July 2009 and we have begun to generate revenues from subscriptions to our Internet Broadcasting services and from web site advertising. At June 30, 2009, we had a working capital deficit of $595,053 and we remain substantially illiquid. We are seeking capital with which to complete our business objectives and we cannot assure you that we will be successful in this regard.
Our Capital Needs
We believe that we will be able to sustain our current level of operations for the next twelve months. We anticipate our capital needs will be met through the sale of shares for cash, loans from certain officers, exercise of certain outstanding warrants and issuance of shares for services. However, to achieve our complete business objectives, we must obtain at least $1,000,000. To date, we have not received a commitment for capital in any amount and we cannot assure you that we will be able to obtain any capital. Should we fail to obtain such financing, our plan of business would likely be unsuccessful and we may be forced to cease operations.
Capital Expenditures
During the First Half 2009, we expended $36,469 on software services. During the First Half 2008, we made no capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4T. Controls and Procedures.
Evaluation of Controls and Procedures
As of June 30, 2009, an evaluation was performed by our President and our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our President and our Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2009. Our evaluation identified deficiencies related to the accuracy and completeness of our accounting records and disclosures resulting in substantial adjustments identified by our independent auditors. These deficiencies are due to the limited resources currently available to the company. Management is making efforts to utilize its resources more effectively to eliminate these deficiencies until we are able to obtain sufficient funds for business development, including improvements in internal controls and procedures. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2009.
Management’s Assessment of Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2008, using the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our management concluded that, as of June 30, 2009, our internal control over financial reporting was not effective. Due to our lack of capital, our management determined that our control environment, risk assessment functions, control activities, information and communication functions and monitoring systems were not effective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended June 30, 2009, we issued unregistered securities, as follows:
1. (a) Securities Sold. 1,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Paul Goldman; (c) Consideration. Such shares of common stock were issued for $10,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
2. (a) Securities Sold. 3,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Newlan & Newlan, Attorneys at Law; (c) Consideration. Such shares of common stock were issued in payment of legal services rendered pursuant to a letter agreement and were valued at $70,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
3. (a) Securities Sold. 150,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Cynthia Nelson-Moore; (c) Consideration. Such shares of common stock were issued for $3,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
4. (a) Securities Sold. 7,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to David Loflin; (c) Consideration. Such shares of common stock were issued pursuant to an amended employment agreement and were valued at $350,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
5. (a) Securities Sold. 125,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Allen Kriskowski; (c) Consideration. Such shares of common stock were issued for $2,500 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
6. (a) Securities Sold. 200,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Cooper Newlan; (c) Consideration. Such shares of common stock were issued pursuant to a consulting agreement and were valued at $5,800; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
Subsequent to June 30, 2009, we have issued unregistered securities, as follows:
1. (a) Securities Sold. 3,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John Michael Johnson; (c) Consideration. Such shares of common stock were issued pursuant to a business services agreement and were valued at $60,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
2. (a) Securities Sold. 1,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Neil Bagg (900,000 shares) and Buchwald & Associates (100,000 shares); (c) Consideration. Such shares of common stock were issued pursuant to a letter agreement and were valued at $18,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to our shareholders, during the three months ended June 30, 2009.
Item 5. Other Information.
None.
Item 6. Exhibits.
| | Exhibit No. | | Description |
| | | | |
| | 31.1 * | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | | |
| | 31.2 * | | Certification of Principal Financial and Accounting 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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| | 32.1 * | | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| | * filed herewith. |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: August 21, 2009. | UBROADCAST, INC. |
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| | By: | /s/ JASON SUNSTEIN | |
| | | Jason Sunstein, Executive Vice President and Acting Chief Financial Officer |
