UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2008
or
| £ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ______________
Commission File Number: 000-18272
FAR VISTA INTERACTIVE CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 87-0467339 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1530 – 9th Avenue S.E., Calgary, Alberta | T2G 0T7 |
| (Address of principal executive offices) | (Zip Code) |
(403) 693-8000
(Registrant’s telephone number, including area code)
China Titanium &Chemical Corp.
(Former name, former address and former fiscal year, if changed since last report)
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.Yes RNo £
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 a 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes £No £
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
19,807,741 common shares outstanding as of November 13, 2008.
FAR VISTA INTERACTIVE CORP.
TABLE OF CONTENTS
| | Page |
| PART I – FINANCIAL INFORMATION | |
| Item 1. Financial Statements | F-1 to F-11 |
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| Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 |
| | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 7 |
| | |
| Item 4. Controls and Procedures | 8 |
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| PART II – OTHER INFORMATION | |
| | |
| Item 1. Legal Proceedings | 10 |
| | |
| Item 1A. Risk Factors | 10 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
| | |
| Item 3. Defaults Upon Senior Securities | 10 |
| | |
| Item 4. Submission of Matters to a Vote of Security Holders | 10 |
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| Item 5. Other Information | 10 |
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| Item 6. Exhibits | 11 |
| | |
| Signatures | 12 |
PART I
ITEM 1.FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month and from inception periods ended September 30, 2008, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007.
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| | Page |
| | |
| Unaudited Consolidated Financial Statements | |
| | |
| Unaudited Consolidated Balance Sheet | F-1 |
| | |
| Unaudited Consolidated Statements of Operations and Comprehensive Income | F-2 |
| | |
| Unaudited Consolidated Statements of Cash Flows | F-3 |
| | |
| Notes to Unaudited Consolidated Financial Statements | F-4 to F-11 |
| | |
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
September 30, 2008
| | | September 30, 2008 | |
| Assets | | | |
| Cash | | $ | 165 | |
| GST receivable | | | 26,804 | |
| Total current assets | | $ | 26,969 | |
| | | | | |
| Liabilities and stockholders’ deficit | | | | |
| Current liabilities | | | | |
| Accounts payable | | $ | 49,542 | |
| Accounts payable - related party | | | 509,602 | |
| Loan payable - related party | | | 4,033 | |
| Investor deposits | | | 27,381 | |
| Total current liabilities | | | 590,558 | |
| | | | | |
| Stockholders’ deficit | | | | |
| | | | | |
| Capital stock: $0.001 par value; 100,000,000 shares authorized; 19,782,849 shares issued and outstanding | | | 19,783 | |
| Additional paid in capital | | | (19,782 | ) |
| Accumulated deficit | | | (581,977 | ) |
| Accumulated other comprehensive income | | | 18,387 | |
| Total stockholders' deficit | | | (563,589 | ) |
| | | | | |
| Total liabilities and stockholders’ deficit | | $ | 26,969 | |
SEE ACCOMPANYING NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
F-1
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the period from February 21, 2008 (Date of Inception) to September 30, 2008
| | | Three Months Ended September 30, 2008 | | | February 21, 2008 (Date of Inception) to September 30, 2008 | |
| Revenues | | $ | - | | | $ | - | |
| | | | | | | | | |
| Expenses | | | | | | | | |
| General and administrative | | | 6,016 | | | | 12,677 | |
| Professional fees | | | 10,778 | | | | 29,405 | |
| Research and development | | | 29,609 | | | | 539,895 | |
| Total expenses | | | 46,403 | | | | 581,977 | |
| | | | | | | | | |
| Net loss for the period | | | (46,403 | ) | | | (581,977 | ) |
| | | | | | | | | |
| Other comprehensive income | | | | | | | | |
| Foreign currency translation adjustment | | | 16,626 | | | | 18,387 | |
| Comprehensive loss for the period | | $ | (29,777 | ) | | $ | (563,590 | ) |
| | | | | | | | | |
| Basic and diluted loss per share | | $ | (0.00 | ) | | $ | (0.05 | ) |
| | | | | | | | | |
| Weighted average number of shares outstanding | | | 19,782,849 | | | | 11,743,644 | |
SEE ACCOMPANYING NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
F-2
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
for the period from February 21, 2008 (Date of Inception) to September 30, 2008
| | | February 21, 2008 (Date of Inception) to September 30, 2008 | |
| Cash Flows from Operating Activities | | | |
| Net Loss for the period | | $ | (581,977 | ) |
| Changes in non-cash working capital balances related to operations: | | | | |
| Amounts receivable | | | (27,726 | ) |
| Accounts payable and accrued liabilities | | | 49,682 | |
| Cash flows used in operating activities | | | (560,021 | ) |
| | | | | |
| Cash Flows from Financing Activities | | | | |
| Due to related party | | | 528,825 | |
| Proceeds from notes payable - related party | | | 4,033 | |
| Proceeds from investor deposits | | | 27,381 | |
| Cash flows provided from financing activities | | | 560,239 | |
| | | | | |
| Effects of exchange rate on cash | | | (53 | ) |
| | | | | |
| Increase in cash during the period | | | 165 | |
| | | | | |
| Cash at beginning of period | | | - | |
| | | | | |
| Cash at end of period | | $ | 165 | |
SEE ACCOMPANYING NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
F-3
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 1 Nature and Continuance of Operations
Arrow Management, Inc. (Arrow) was incorporated under the laws of the State of Nevada on January 14, 1988. On September 30, 1993, Arrow issued 52,507 shares of its common stock to acquire 99.45% of the outstanding stock of Panorama, an affiliated company. The transaction was accounted for under the pooling-of-interests method of accounting, thus, the financial statements were restated as if the Companies had been consolidated for all periods presented. In December 1996, Arrow cancelled 3,500 shares of its common stock held for issuance to a shareholder of Panorama. As a result of this transaction, Arrow's ownership of Panorama was reduced from 99.45% to 90.73%. On November 19, 1999, Arrow exchanged its interest in Panorama for 30,947 shares held as treasury stock. At approximately the same time, Arrow entered into a plan of reorganization with W-Waves USA, Inc. (W-Waves) (a Delaware corporation) to issue the 30,947 shares of treasury stock and an additional 54,500 previously un-issued shares to acquire 100% of the outstanding stock of W-Waves. The transaction was accounted for as a reverse acquisition.
On October 21, 1999, Arrow filed a Certificate of Name Change with the State of Nevada changing its name to W-Waves USA, Inc. On August 27, 2004, W-Waves USA, Inc. filed a Certificate of Name Change with the State of Nevada changing its name to China Titanium & Chemical Corp. (the Company). The Company also effected a reverse split of its shares on the basis of one share for each 100 shares issued on August 27, 2004 and increased its authorized capital to 100,000,000 Class A common shares.
As of September 2003, the Company and its subsidiaries ceased operations relating to the marketing of its technologies and products in the audio industry and as of the year ended December 31, 2004, the Company had divested itself of all of its subsidiaries.
On October 7, 2004, the Company entered into a share exchange agreement with China Titanium & Chemical Corp., a private Bahamian company. The agreement did not close.
On April 1, 2008, China Titanium & Chemical Corp. (“the Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Far Vista Holdings Inc., a private Saskatchewan corporation (“Far Vista”), a wholly owned subsidiary of 1010423651 Saskatchewan Ltd., formed for the purpose of completing the acquisition of Far Vista, and the stockholders of Far Vista (the “Far Vista Stockholders”). Under the terms of the Exchange Agreement the Company agreed to acquire all of the issued and outstanding shares of Far Vista resulting in “Far Vista,” being a direct, wholly-owned subsidiary of China Titanium. Upon the subsidiary acquisition of Far Vista by China Titanium, the Company agreed to issue to the shareholders of Far Vista an aggregate of 10,416,600 shares of the common stock of China Titanium. Closing of the Exchange Agreement occurred on May 14, 2008 (the “Closing Date”). Refer to Note 5 – Business Combination for additional details.
In connection with the closing of the acquisition of Far Vista, the Company completed a private placement of 3,000,000 units at a price of $0.10 per unit pursuant to Regulation S of the Securities Act of 1933. Funds from the placement were used to retire existing Company debt.
Following the completion of the acquisition of Far Vista, the Company is now engaged in the business of the development, distribution, marketing and sale of video game software products and online video games.
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 1 Nature and Continuance of Operations (Continued)
On September 16, 2008, the Company changed its name to Far Vista Interactive Corp.
| (b) | Development stage operations |
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $581,977 since inception, has a working capital deficiency of $563,589 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.
The interim financial statements present the balance sheet, statement of operations and comprehensive income and cash flows of Far Vista Interactive Corp. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2008, and the results of operations, and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
| The consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below: |
Note 2 Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Far Vista Interactive Corp. (the “Company”) have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2007.
The Company’s year-end is December 31.
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 2 Summary of Significant Accounting Policies (Continued)
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary, Far Vista Holdings Inc. All inter-company transactions have been eliminated.
Development Stage Company
| The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities. |
Foreign Currency Translation
| The functional currency of the Company is the US Dollar. The functional currency of Far Vista is the Canadian Dollar. Accordingly, assets and liabilities of Far Vista are translated into US dollars at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive gain (loss) account in Stockholders’ Equity. |
| Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations. |
Basic Loss Per Share
| The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Fully diluted earnings per share are not presented because they are anti-dilutive. At the end of the period presented, the Company had no other common stock equivalents. |
Research and Development Costs
Research and development costs are expensed in the year in which they are incurred.
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of the acquisition date, with limited exceptions. This revision also requires that acquisition-related costs be recognized separately from the assets acquired and that expected restructuring costs be recognized as if they were a liability assumed at the acquisition date and recognized separately
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 2 Summary of Significant Accounting Policies (Continued)
Recently Issued Accounting Pronouncements (Cont’d)
from the business combination. In addition, this revision requires that if a business combination is achieved in stages, that the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, be recognized at the full amounts of their fair values. The Company is currently not pursuing any business combinations and does not plan to do so in the future, so this statement likely will not have any impact on the Company.
In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51. The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it deconsolidates a subsidiary.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (An amendment to SFAS No. 133). This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.
In April 2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between the useful life of a recognized intangible asset (under SFAS No. 142) and the period of expected cash flows used to measure the fair value of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered when developing renewal or extension assumptions that are used to estimate an intangible asset’s useful life under SFAS No. 142. The guidance in the new staff position is to be applied prospectively to intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3 increases the disclosure requirements related to renewal or extension assumptions. The Company does not believe implementation of FSP No. 142-3 will have a material impact on its financial statements.
In May 2008, the FASB issued Statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 2 Summary of Significant Accounting Policies (Continued)
Recently Issued Accounting Pronouncements (Cont’d)
In May 2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium revenue recognition approach for a financial guarantee insurance contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008.
In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.
None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.
Note 3 Amounts Receivable
| Amounts receivable of $27,317 consists of refundable tax credits for the Goods and Services Tax (“GST”) paid on purchases with respect to the operations of Far Vista in Canada. Far Vista files annual returns with respect to the GST transactions. |
Note 4 Related Party Transactions
On February 22, 2008, Far Vista and 10142361 Saskatchewan Ltd. (dba “Far Vista Studios”) entered into a Licensing Agreement for Far Vista to obtain the world wide right and license to use of the Trademarks and the System in connection with the operation of “Run The Gauntlet”, a leading edge, multi-player First Person Shooter video combat game, in accordance with the terms of the Licensing Agreement the “Agreement”). Far Vista Studios is 100% owned by Richard Buckley, an officer and director of China Titanium and the sole officer and director of Far Vista. Under the terms of the Agreement, Far Vista agreed to reimburse Far Vista Studios for certain research and development costs associated with the development of “Run the Gauntlet” TM .
As at September 30, 2008 the Company has received invoices for reimbursement from Far Vista Studios totaling $568,331. Included in this the officers and directors of Far Vista Interactive Corp. have invoiced Far Vista Studios a total of $317,868 of which amount a total of $262,780 remains outstanding.
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 5 Business Combination
On April 1, 2008, China Titanium & Chemical Corp. (“the Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) among Far Vista Holdings Inc., a private Saskatchewan corporation (“Far Vista”), a wholly owned subsidiary of 1010423651 Saskatchewan Ltd., formed for the purpose of completing the acquisition of Far Vista, and the stockholders of Far Vista (the “Far Vista Stockholders”). Under the terms of the Exchange Agreement the Company agreed to acquire, all of the issued and outstanding shares of Far Vista resulting in “Far Vista,” being a direct, wholly-owned subsidiary of China Titanium. Upon the subsidiary acquisition of Far Vista by China Titanium, the Company agreed to issue to the stockholders of Far Vista an aggregate of 10,416,600 shares of the common stock of China Titanium.
Closing of the Exchange Agreement occurred on May 14, 2008 (the “Closing Date”) and was subject to, among other things, the following terms and conditions:
| | (a) | Concurrent with closing, China Titanium completing a private placement for gross proceeds of $300,000 at a price of $0.10 per unit with each unit consisting of one common share and one share purchase warrant exercisable at a price of $0.20 per share for a period of one year from the closing date. |
| | | |
| | (b) | The satisfactory completion of due diligence investigations by both parties. |
| | | |
| | (c) | Delivery of all financials of Far Vista required pursuant to applicable securities laws. |
| | | |
| | (d) | China Titanium appointing Richard Buckley as president and chief executive officer of China Titanium at closing |
| | | |
| | (e) | China Titanium appointing to the board of China Titanium subject to the effectiveness of a Schedule 14-F effecting the change in control of the board. |
Following completion of all of the above conditions on the Closing Date: (i) Far Vista was acquired by China Titanium and China Titanium being the sole stockholder of Far Vista; and (ii) the sole Far Vista Stockholder received an aggregate of 10,416,600 shares of China Titanium’s common stock representing 54.6% of the issued and outstanding shares of the Company.
As a result of this transaction, the stockholders of Far Vista acquired control of the Company and consequently Far Vista is deemed to be the accounting acquirer. The acquisition has been accounted for using the purchase method of accounting, as a reverse acquisition and the consolidated financial statements are a continuation of the operations of Far Vista and not the Company. The operations of the Company are included in the consolidated statement of loss from May 14, 2008, the effective date of the acquisition.
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 5 Business Combination (Continued)
The net monetary assets acquired from the Company are as follows:
| Total assets | | $ | 25,690 | |
| Total liabilities | | | (559,501 | ) |
| | | | | |
| Net monetary assets | | $ | (533,811 | ) |
| | | | | |
| Consideration: | | | | |
common shares of the Company (at par value) | | $ | 19,783 | |
This transaction is considered to be a capital transaction, that is, the transaction is equivalent to the issuance of common shares by Far Vista for the net monetary assets of the Company, accompanied by a recapitalization. As the Company had no net monetary assets at the time of the transaction, the recapitalization has been recorded at par value ($0.001 per share of Class A common stock).
The consolidated statements of operations and cash flows for the period ended September 30, 2008 do not include the results of operations or cash flows of the Company for the period January 1, 2008 to May 14, 2008, the date of the reverse take-over transaction. These results were as follows:
| Statement of Operations | | | |
| | | | |
| Revenue | | | |
| Interest Income | | $ | 307 | |
| | | | | |
| Expenses | | | | |
Office and administration | | | 41,093 | |
| Finders fees | | | 136,000 | |
Professional fees | | | 14,855 | |
| | | | 191,948 | |
| | | | | |
| Loss for the period | | $ | (191,641 | ) |
| Statement of Cash Flows | | | |
| | | | |
| Cash Flows from Operating Activities | | | |
Net loss for the period | | $ | (191,641 | ) |
Changes in non-cash working capital balances: | | | | |
| Accounts receivable | | | (286 | ) |
Accounts payable | | $ | (30,812 | ) |
FAR VISTA INTERACTIVE CORP.
(formerly China Titanium & Chemical Corp.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period from February 21, 2008 (Date of Inception) to September 30, 2008
Note 5 Business Combination (Continued)
| | | | |
| Cash flows provided by operating activities | | $ | (227,739 | ) |
| | | | | |
| Cash Flows from Financing Activity | | | | |
| Shares issued for cash | | | 300,000 | |
Due to related party | | | (314,000 | ) |
| | | | | |
| Cash flows provided by financing activity | | | (14,000 | ) |
| | | | | |
| Decrease in cash during the period | | | (236,739 | ) |
| | | | | |
| Cash, beginning of the period | | | 236,739 | |
| | | | | |
| Cash, end of the period | | $ | - | |
Note 6 Subsequent Events
Pursuant to private placements subscription agreements received on August 28, 2008, and accepted by the Company on October 10, 2008, the Company sold a total of 24,892 units of the Company’s Class A common stock, $0.001 par value, at a per share price of $1.10 per unit, each unit consisting of one share of Class A common stock and warrants to purchase one additional share of Class A common stock at a price of $1.50 per share for a period of four months from the date of acceptance. The Company received gross proceeds of $27,381 from the sale of the aforementioned securities. The private placement offering was conducted by the directors, officers and promoters of the Company. There were no commissions or finder’s fees paid in respect of this private placement. As the Company accepted the subscriptions on October 10, 2008, the units were not issued as of the date of this financial statement.
On October 21, 2008, the Company entered into a stock purchase agreement with Imini Enterprises Corporation for a maximum amount of $1,000,000 by way of Regulation S subscriptions. On November 17, 2008, the Company terminated the stock purchase agreement. As of the date of this report, no funds have been received pursuant to the terms of this agreement.
On October 29, 2008, the Company signed a Memorandum of Understanding with Playnet Inc. whereby Playnet, Inc. will provide end user account, administration, billing and reporting services using the Playnet, Inc. proprietary software applications. Far Vista is required to pay $125,000 plus 5% of gross revenues earned from operations for a period of 12 months from the time that Far Vista commences the use of the Playnet, Inc. services.
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the Class A common shares of our capital stock.
The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
As used in this current report and unless otherwise indicated, the terms “we”, “us”, the “Company” and “Far Vista Interactive” refer to Far Vista Interactive Corp. and its wholly owned subsidiary, Far Vista Holdings Inc. (“Far Vista Holdings”).
General Overview
We were incorporated in the State of Nevada on January 14, 1988, under the name “Arrow Management, Inc.”. On October 21, 1999, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “Arrow Management, Inc.” to “W-Waves USA, Inc.” On August 31, 2004, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “W-Waves USA, Inc.” to “China Titanium & Chemical Corp.” Prior to the acquisition of Far Vista, we had no business operations and were a public shell with nominal assets. On the closing of the agreement with Far Vista we undertook the business of Far Vista consisting of the development, distribution, marketing and sale of video game software and online video games. On September 16, 2008, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “China Titanium & Chemical Corp.” to Far Vista Interactive Corp.
Far Vista Holdings Inc.
Prior to the acquisition of Far Vista Holdings, Far Vista Holdings was a private corporation incorporated pursuant to the laws of the Province of Saskatchewan on February 21, 2008. On February 22, 2008, Far Vista Holdings and 10142361 Saskatchewan Ltd. (dba Far Vista Studios) entered into a Licensing Agreement for Far Vista Holdings to obtain the worldwide right and license to use of the Trademarks and the System in connection with the operation of “Run The Gauntlet” in accordance with the terms of the Licensing Agreement. Since the inception of Far Vista Holdings, its business objective has been the development, distribution, marketing and sale of video game software and the in-house development of online active video games. Far Vista Holdings develops online active video games for the PC, Microsoft Xbox 360, Sony PlayStation consoles, and online game community making video games more appealing to First Person Shooter (“FPS”) types of gamers and non-gamers alike. Description of Video Game Software Product - “Run The Gauntlet” (the “Gauntlet”)
The Gauntlet is believed to be a leading-edge, multi-player FPS combat game. The game can be set in multiple universes, from the age of the Knights to well into the future on distant planets, and contested by people located throughout the world using their PC computers and internet connections. The players must run the gauntlet, facing dangers from, and causing danger to, each of the other players in the game as well as built in game hazards. Players purchase game play tokens via an online billing system working with Far Vista Studios. Players then exchange tokens for entrance into one of the numerous online “Run the Gauntlet”TM games areas. Within the game, players attempt to gather tokens through exploration, combat, and longevity while playing against other real people. In some game versions, the players must choose when to attempt to exit the game with their tokens or risk the chance of losing them all if they are killed. Players who successfully exit the game with their tokens can convert their tokens back into real money. Another version of the game will be based on a predetermine time duration, where a player need only survive until the game’s time has expired to keep the money they have collected during the game.
A typical game might contain 100 player creation locations (where players enter the game), five (5) exit portals, and numerous non-real player characters. There are many possible game scenarios. Once game scenario is at the start of the game, a known percentage (75%) of all entrance fees is distributed as treasure throughout the game area. A player can choose to gather enough treasure to return their entrance fee, plus a modest return on investment and then make a run for one of the exits. Alternatively, the player could choose to go for the gold and stay in the game for as long as possible, hoping to be the last player standing and exiting. Another player may decide to try and camp near one of the exits, letting other players gather the treasure, in the expectation they can defeat them in combat as they attempt to leave the game. However, in this scenario, only those players who successfully exit with their tokens can reap real-world rewards, as players left standing within the arena at the end of the game get nothing. Depending on the entrance or buy-in fee, a player could win as much as US$100 to US$100,000, or more, during the course of a single game. Far Vista Holdings also has a “non-money” version of the game which allows gamers to practice and eliminate the risk of the “learning curve” as they become more familiar with the game.
At this time, the English version will be the original version produced in the first fifteen (15) months followed in the next five (5) to fifteen (15) months by several other languages including Mandarin, Korean, Japanese, French and German.
Plan Of Operation
Over the next twelve months, we plan to:
| | (a) | Raise additional capital to execute our business plans. |
| | | |
| | (b) | To penetrate the video gaming market worldwide by continuing to develop innovative video game software products and by launching an online video game portal. |
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| | (c) | Build up a network of strategic alliances with several types of companies, including game publishers, game studios and other alliances in various vertical market. |
Cash Requirements
For the next twelve months and given that we meet our forecasted revenues, we plan to expend a total of approximately $7,565,000 in implementing our business plan of designing and marketing our existing and new video game software products and the new online video game portal. In addition, we estimate our operating expenses and working capital requirements for the next twelve months as follows:
| Estimated Expenses | | | |
| General and Administrative | | $ | 2,820,500 | |
| Sales and Marketing | | $ | 1,734,500 | |
| Research and Development | | $ | 3,010,000 | |
| Total | | $ | 8,647,500 | |
Our estimated expenses over the next twelve months are broken down as follows:
| | 1. | General Administration. We anticipate spending approximately $2,820,500 on general and administration costs in the next twelve months. These costs are expected to consist primarily of payroll, public company expenses, professional fees, insurance, warehousing/storage. |
| | | |
| | 2. | Sales and Marketing. We anticipate that we may spend up to $1,734,500 in the next twelve months in the sales and marketing of our video game software products. This amount reflects our commitment to invest in promotional activities for our future products. |
| | | |
| | 3. | Research and Development. We anticipate spending approximately $3,010,000 on research and development. We plan to employ a number of programmers and graphic artists to expedite the development of our new video game software products. |
Liquidity and Capital Resources
As of September 30, 2008, we do not have any cash. Loans from stockholders and related parties and sales of equity are currently our only source of liquidity. The ability of our Company to meet our financial liabilities and commitments is primarily dependent upon continuing loans and the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations. Management believes that our Company's cash and cash equivalents and cash flows from operating activities will not be sufficient to meet our working capital requirements for the next twelve month period. We project that we will require an estimated additional $7,565,000 over the next twelve month period to fund our operating cash shortfall. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our video game software products and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Results of Operation
The Company had no revenues for the period from inception to September 30, 2008. General and administrative expenses for the period ended September 30, 2008, totaled $12,676. General and administrative expenses related primarily to the legal and accounting costs related to the acquisition and maintaining compliance with the Securities Exchange Act of 1934, as amended. During the period from inception to September 30, 2008 the Company expended $539,895 on research and development of the Run the Gauntlet project. It is expected development expenditures will increase dramatically as the Company moves towards making the software market ready. Professional fees incurred from inception to September 30, 2008 totaled $29,405 and were related to maintenance of the corporate entity with respect to financial reporting and regulatory filing obligations. Basic and diluted losses per share for the period ended September 30, 2008, were $0.05 per share.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2008, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods 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 our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of September 30, 2008, the Company’s internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2008:
1. Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2. Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;
3. Outsourcing of the accounting operations of our Company. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the firm;
4. Insufficient installation of information technology to assist in our accounting functions. Because of a lack of working capital and personnel, we do not have any information technology software and hardware to assist in providing effective controls;
5. Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
6. Ineffective controls over period end financial disclosure and reporting processes.
Changes in Internal Control Over Financial Reporting
As of September 30, 2008, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that during the year ended September 30, 2008 and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.
Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2008, fairly presents our financial position, results of operations and cash flows for the years covered thereby in all material respects.
Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believe these weaknesses did not have an effect on our financial results.
We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee who will undertake the oversight in the establishment and monitoring or required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements as necessary and as funds allow.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.
There were no changes in our internal control over financial reporting during the quarter ended fiscal September 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.
ITEM 1A. RISK FACTORS
Not Applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On October 21, 2008, the Company entered into a stock purchase agreement with Imini Enterprises Corporation for a maximum amount of $1,000,000 by way of Regulation S subscriptions. On November 17, 2008, the Company terminated the stock purchase agreement. As of the date of this report, no funds have been received pursuant to the terms of this agreement.
On October 29, 2008, the Company signed a Memorandum of Understanding with Playnet Inc. whereby Playnet, Inc. will provide end user account, administration, billing and reporting services using the Playnet, Inc. proprietary software applications. Far Vista is required to pay $125,000 plus 5% of gross revenues earned from operations for a period of 12 months from the time that Far Vista commences the use of the Playnet, Inc. services.
ITEM 6. EXHIBITS
| 3.1 | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits attached to the Company's Form 10-KSB filed with the SEC on March 31, 2008 |
| 3.1(i) | Amendment to the Articles of Incorporation | Incorporated by reference to the Exhibits attached to the Company’s Schedule 14C filed with the SEC on August 26, 2008 |
| 3.2 | Amended Bylaws | Incorporated by reference to the Exhibits attached to the Company's Form 10-KSB filed with the SEC on March 31, 2008 |
| 4.1 | Form of Warrant Certificate for Private Placement to Non-US Investors closed April 2, 2008 | Filed herewith |
| 10.1 | Share Exchange Agreement dated April 1, 2008, between the Shareholders of Far Vista Holdings Inc., a Canadian corporation and the Company | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on April 8, 2008 |
| 10.2 | Form of Subscription Agreement for Private Placement to Non-US Investors closed on April 2, 2008 | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on April 8, 2008 |
| 10.3 | Letter of Agreement between Far Vista Interactive and Playnet, Inc. executed on October 29, 2008. | Filed herewith |
| 31.1 | Section 302 Certification- Principal Executive Officer | Filed herewith |
| 31.2 | Section 302 Certification- Principal Financial Officer | Filed herewith |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 19th day of November, 2008.
FAR VISTA INTERACTIVE CORP.
By: /s/ Richard Buckley
Name: Richard Buckley
Title: President, Principal Executive Officer
By: /s/ Bruce Hoggard
Name: Bruce Hoggard
Title: Secretary, Treasurer, Principal Financial Officer
