UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2006
--------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from ________ to ________
Commission file number 000-32247
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1-900 Jackpot, Inc.
---------------------
(Exact name of small business issuer as
specified in its charter)
Nevada 98-0219399
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3838 Raymert Drive, Suite 3, Las Vegas, NV 89121
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(Address of principal executive offices)
(604) 575-0050
Issuer's telephone number
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(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant is a shell company( as defined by
Rule 12b-2 of the Exchange Act.)
Yes ____ No _X__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan
confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: November 30, 2006 14,168,935
Transitional Small Business Disclosure Format (check one).
Yes ; No X
---- -----
ITEM 1. FINANCIAL STATEMENTS
1-900 JACKPOT, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
November 30, August 31,
-------------------------------------
2006 2006
----------------- ------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 820,654 $ 861,328
Available-For-Sale Securities 395,676 597,294
Prepaid Expenses 4,187 6,177
Withholding Taxes 8,606 5,074
----------------- ------------------
Total Current Assets 1,229,123 1,469,873
----------------- ------------------
OTHER ASSETS
Intangible Assets 10,000 10,000
----------------- ------------------
Total Other Assets 10,000 10,000
----------------- ------------------
Total Assets $ 1,239,123 $ 1,479,873
================= ==================
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable $ 3,800 $ 584
----------------- ------------------
Total Current Liabilities 3,800 584
----------------- ------------------
STOCKHOLDERS' EQUITY
Preferred Stock, Par value $.001,
Authorized 1,000,000 shares, Issued 0 Shares
at November 30, 2006 and August 31, 2006
Common Stock, Par value $.001, Authorized
200,000,000 shares, Issued 14,168,935 Shares
at November 30, 2006 and August 31, 2006 14,169 14,169
Paid-In Capital 4,646,246 4,646,246
Cumulative Other Comprehensive Income (279,356) (77,739)
Retained Deficit (5,912) (5,912)
Deficit Accumulated During the Development Stage (3,139,824) (3,097,475)
----------------- ------------------
Total Stockholders' Equity 1,235,323 1,479,289
----------------- ------------------
Total Liabilities and Stockholders' Equity $ 1,239,123 $ 1,479,873
================= ==================
See accompanying notes
1-900 JACKPOT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
September 1,
2001
For the Three Months Ended Inception of
November 30, Development
-------------------------------------
2006 2005 Stage
----------------- ------------------- ------------------
REVENUE $ - $ - $ -
----------------- ------------------- ------------------
EXPENSES
General and administrative 74,992 150,000 310,124
----------------- ------------------- ------------------
Net Loss from Continued Operations (74,992) (150,000) (310,123)
----------------- ------------------- ------------------
OTHER INCOME (EXPENSES)
Interest Income 9,098 - 26,355
Dividend Income 23,545 - 57,372
Gain on sale of investment - - 3,221
Interest Expense - - (4)
----------------- ------------------- ------------------
Total Other Income 32,643 - 86,944
----------------- ------------------- ------------------
Discontinued Operations
Loss on Sale of Subsidiary - - (2,916,645)
----------------- ------------------- ------------------
Net Loss $ (42,349)$ (150,000)$(3,139,824)
================= =================== ==================
Other Comprehensive Loss:
Unrealized Loss on Available-for-Sale
Securities (201,617) - (279,356)
----------------- ------------------- ------------------
Total Other Comprehensive Loss (201,617) - (279,356)
----------------- ------------------- ------------------
Total Comprehensive Loss $ (243,966)$ (150,000)$ (3,419,180)
================= =================== ==================
Net Loss Available to Shareholder $ (42,349)$ (150,000)
================= ===================
Basic & Diluted Loss per Share $ 0.00 $ (0.41)
================= ===================
Weighted Average Shares Outstanding 10,459,675 369,164
================= ===================
See accompanying notes
1-900 JACKPOT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Since
September 1,
2001
For the Three Months Ended Inception of
November 30, Development
-----------------------------------
2006 2005 Stage
----------------- ---------------- ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (42,349) $ (150,000)$ (3,139,824)
Increase (Decrease) in Accounts Payable 3,216 - 3,800
(Increase) Decrease in Prepaid Expenses 1,991 - (4,187)
(Increase)Decrease in Withholding Taxes (3,532) - (8,606)
Gain on Sale of Investments - - (3,221)
Net Loss from Discontinued Operations - - 2,916,645
----------------- ---------------- ------------------
Net Cash Used in Operating Activities (40,674) - (235,393)
----------------- ---------------- ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Available-for-Sale Securities - - (720,977)
Sale of Available-for-Sale Securities - - 42,916
----------------- ---------------- ------------------
Net Cash Provided by Investing Activities - - (678,061)
----------------- ---------------- ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Loans - 150,000 1,734,108
----------------- ---------------- ------------------
Net Cash Provided by Financing Activities - - 1,734,108
----------------- ---------------- ------------------
Net (Decrease) Increase in
Cash and Cash Equivalents (40,674) - 820,654
Cash and Cash Equivalents
at Beginning of Period 861,328 - -
----------------- ---------------- ------------------
Cash and Cash Equivalents
at End of Period $ 820,654 $ - $ 820,654
================= ================ ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ 4
Franchise and Income Taxes $ - $ - $ -
See accompanying notes
1-900 JACKPOT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
Cumulative
Since
September 1,
2001
For the Three Months Ended Inception of
November 30, Development
-----------------------------------
2006 2005 Stage
----------------- ---------------- ------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Stock Issued for Payment on Loan $ - $ - $ 1,734,108
Issued Common Stock for Intangible Asset $ - $ - $ 10,000
See accompanying notes
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for 1-900 Jackpot, Inc. (a
development stage company) is presented to assist in understanding the Company's
financial statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Going Concern
The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company had a wholly owned operating
subsidiary that has now been abandoned because of recurring losses. The Company
has no source of revenue, has suffered recurring losses from operations, has a
deficit accumulated during the development stage and requires additional
financing in order to finance its business activities on an ongoing basis. The
Company is actively pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been obtained. In the
interim, shareholders of the Company have committed to meeting its minimal
operating expenses.
The Company's future capital requirements will depend on numerous
factors including, but not limited to, the Company receiving continued financial
support, completing public equity financing, or generating profitable operations
in the future.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported expenses, and the balance
sheet classifications used.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Interim Reporting
The unaudited financial statements as of November 30, 2006 and for the
three month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
August 20, 1999. On August 20, 1999, the shareholders of the Company entered
into an agreement to transfer all of their shares in Pultronex Corporation of
Alberta to Pultronex Corporation of Nevada in exchange for shares of Pultronex
Corporation of Nevada. As a result of that exchange, Pultronex Corporation of
Alberta became a wholly owned subsidiary of Pultronex Corporation of Nevada. For
financial statement purposes, the Company is considered to be a continuation of
Pultronex Corporation of Alberta. Therefore, the financial statement for the
period ended August 31, 1999 include the results of operations of Pultronex
Corporation of Alberta from the beginning of the period. Comparative figures for
the period ended December 31, 1998 are those of Pultronex Corporation of Alberta
from April 2, 1998, the date it commenced operations. Subsequently, on September
1, 2001, the Company disposed of Pultronex Corporation of Alberta and entered
the development stage.
On July 12, 2005, Pultronex Corporation changed its name to 1-900
Jackpot, Inc.
Nature of Business
The Company has no products or services as of November 30, 2006. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
The Company has acquired certain Intellectual Lottery Product assets
in exchange for stock. The Company intends to license these products to various
government-run lotteries and private and public companies that are seeking new
products for their operations.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of 90 days or less to
be cash equivalents to the extent the funds are not being held for investment
purposes.
Loss per Share
Basic earnings (loss) per share has been computed by dividing the
income (loss) for the year applicable to the common stockholders by the weighted
average number of common shares outstanding during the years. There were no
common stock equivalents outstanding as of November 30, 2006 and 2005.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of marketable securities.
At times, such investments may be in excess of any insurance limit.
Foreign Currency Translation
The Company's functional currency is the Canadian dollar and the
reporting currency is the U.S. dollar. Monetary assets and liabilities resulting
from transactions with foreign suppliers and customers are translated at year
end exchange rates while income and expense accounts are translated at average
rates in effect during the year. Gains and losses on translations are included
in income.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
The Company has a net operating loss for income taxes. Due to the
regulatory limitation in utilizing the loss, it is uncertain whether the Company
will be able to realize a benefit from theses losses. Therefore, a deferred tax
asset has not been recorded. There are no significant tax differences requiring
deferral.
Reclassifications
Certain reclassification have been made in the 2005 financial
statements to conform with the 2006 presentation.
Intangible Assets
The Company has adopted the Financial Accounting Standards Board SFAS
No. 142, "Goodwill and Other Intangible Assets" SFAS 142 requires, among other
things, that companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. In addition, SFAS 142 requires that the
Company identify reporting units for the purposes of assessing potential future
impairments of goodwill, reassess the useful lives of other existing recognized
intangible assets, and cease amortization of intangible assets with an
indefinite useful life. An intangible asset with an indefinite useful life
should be tested for impairment in accordance with the guidance of SFAS 142.
November 30,
Intangible Asset 2006 2005 Amortization Period
- ---------------------------- ------------------ ----------------- ------------------------
Lottery Assets $ 10,000 $ - Indefinite
------------------ -----------------
Total $ 10,000 $ -
================== =================
Recent Accounting Standards
In May 2005, the FASB issued SFAS No. 154, "Accounting for Changes and Error
Corrections - a replacement of APB No. 20 and FASB Statement No. 3." This
statement modifies the reporting of changes in accounting principles,
reclassifies changes and principle in the absence of explicit transition
guidance. This statement also provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable.
This statement is effective for accounting changes and corrections for fiscal
years beginning after December 15, 2005.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting Standards (Continued)
Management does not believe that the adoption of this policy will have any
effect on its financial statements.
In February 2006, The FASB issued SFAS No. 155 "Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140." This
statement amends FASB 133, Accounting for Derivative Instruments and Hedging
Activities and Statement and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. The statement permits fair
value remeasurement for any hybrid financial instrument that contains an
embedded derivative that would otherwise require bifurcation, clarifies which
interest only strips and principal are not subject to the requirements of
Statement 133, establishes a requirement to evaluate interest in securitized
financial assets, clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives and amends statement 140 to eliminate
the prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument to a beneficial interest other than another derivative
financial instrument. The statement is effective for fiscal years beginning
after September 15, 2006. Management does not expect this statement to have any
material effect on its financial statements.
In March 2006 the FASB issued SFAS No. 156 " Accounting for Servicing of
Financial Instruments - an amendment of FASB No.140, Accounting for Transfers
and Servicing of Financial Instruments and Extinguishments of Liabilities. The
statement requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service an asset by entering
into a servicing contract, requires all separately recognized servicing assets
and servicing liabilities to be initially measured at fair market value, permits
an entity to choose either the amortization method or fair market value
measurement method for subsequent measurement periods for each class of
separately recognized servicing assets and servicing liabilities, permits a
one-time reclassification of the available-for-sale securitites to trading
securities by entities with recognized servicing rights at its initial adoption,
and requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value. The statement is effective for fiscal years
beginning after September 15, 2006. Management does not expect this statement to
have any material effect on its financial statements
In June, 2006 the FASB issued FIN 48, "Accounting for Uncertainty in Income
Taxes--an interpretation of FASB Statement No. 109". This Interpretation
clarifies, among other things, the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting Standards (Continued)
and measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition is effective for fiscal years beginning after December 15, 2006.
Earlier application is encouraged if the enterprise has not yet issued financial
statements, including interim financial statements, in the period the
Interpretation is adopted. FIN 48, Accounting for Uncertainty in Income
Taxes--an interpretation of FASB Statement No. 109, is effective for fiscal
years beginning after December 15, 2006. Earlier application is encouraged if
the enterprise has not yet issued financial statements, including interim
financial statements, in the period the Interpretation is adopted. Management is
evaluating the financial impact of this pronouncement.
In September 2006, the FASB issued SFAS No. 157, "Accounting for Fair Value
Measurements." SFAS No. 157 defines fair value, and establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosure about fair value measurements. SFAS No. 157 is effective for the
Company for financial statements issued subsequent to November 15, 2007. The
Company does not expect the new standard to have any material impact on the
financial position and results of operations.
In September 2006, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108 ("SAB 108") which provides interpretive
guidance on how the effects of the carryover or reversal of prior year
misstatements should be considered in quantifying a current year misstatement.
SAB 108 becomes effective in fiscal 2007. Management is evaluating the financial
impact of this pronouncement.
Fair Value of Financial Instruments
The carrying value of the Company's financial instruments, including
cash and accounts payable at November 30, 2006 approximates their fair values.
The carrying values of marketable securities available for sale are based on
quoted market prices.
NOTE 2 - INCOME TAXES
As of August 31, 2006, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $3,097,475 that
may be offset against future taxable income through 2026. Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - INCOME TAXES (Continued)
The Company has the following tax assets:
2006 2005
------------------ ------------------
Net Operating Losses $ 1,053,142 $ 991,815
Valuation Allowance (1,053,142) (991,815)
------------------ ------------------
$ - $ -
================== ==================
The provision for income taxes differs from the amount computed using
the federal US statutory income tax rate as follows:
2006 2005
------------------ ------------------
Provision (Benefit) at US Statutory Rate $ (61,327) $ (156)
Increase (Decrease) in Valuation Allowance 61,327 156
------------------ ------------------
$ - $ -
================== ==================
The Company evaluates its valuation allowance requirements based on
projected future operations. When circumstances change and causes a change in
management's judgement about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current income.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of November 30, 2006, all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
NOTE 5- COMMON STOCK TRANSACTIONS
On November 16, 2005, the company issued 2,027,027 shares of common
stock to Fletcher & Associates for payment on a loan of $150,000.
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 5- COMMON STOCK TRANSACTIONS (Continued)
On March 21, 2006 the Company acquired certain Intellectual Lottery
Product assets for $10,000 from Umbrella Assets Management Inc, in exchange of
the issuance of 10,000,000 shares of common stock.
On March 27, 2006 the Company issued 2,084,444 common shares to
Umbrella Management Inc. as payment of a loan of $1,584,108.
NOTE 6- INVESTMENTS
Available-for-Sale Securities
The Company's securities investment that are bought are held for an
indefinite period of time and are classified as available-for-sale securities.
Available securities are recorded at fair value on the balance sheet in current
assets, with the change in fair value during the period excluded from earnings
and recorded net of tax as a component of other comprehensive income.
Investments in securities are summarized as follows:
November 30, 2006
-----------------------------------------------------
Gross Gross
Unrealized Unrealized
Gain Loss Fair Value
------------------ ------------------- -------------
Available-for-sale securities $ - $ 279,356 $ 395,676
================== =================== =============
November 30, 2005
-----------------------------------------------------
Gross Gross
Unrealized Unrealized
Gain Loss Fair Value
------------------ ------------------- -------------
Available-for-sale securities $ - $ - $ -
================== =================== =============
Realized Gains and losses are determined on the basis of specific
identification. During the three months ended November 30, 2006 and 2005, sales
proceeds and gross realized gains and losses on securities classified as
available-for-sale securities were:
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 6- INVESTMENTS (Continued)
For the Three Months Ended
November 30,
2006 2005
------------------ ------------------
Sale Proceeds $ - $ -
================== ==================
Gross Realized Losses $ - $ -
================== ==================
Gross Realized Gains $ - $ -
================== ==================
NOTE 7- RELATED PARTY TRANSACTIONS
During the year, the Company engaged a Company to manage its Internet
and Web Site services. This Company employs Mr. Justin Fisher who is the son of
1-900 Jackpot, Inc.'s CEO. The total of the services purchased during the three
months ended November 30, 2006 and 2005 was $10,000 and $0, respectively.
NOTE 8 - SUBSEQUENT EVENTS
On February 10, 2006 the Board of Directors authorized a 1-for-74
reverse split of all of the issued and outstanding shares of common stock. The
stock split decreased the number of outstanding common shares from 154,248,115
to 2,084,491 as of February 28, 2006. As of November 30, 2006 the shareholders
had not approved this stock split. Subsequently, the shareholders of the company
have approved the stock split and it became effective December 17, 2006. All
references to the company's common stock in the financial statements have been
restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a presentation by the Company or any other person that
the objectives and plans of the Company will be achieved.
Background and Overview
On February 12, 2002, the Company entered into an agreement to sell the
business of its Canadian operating subsidiary to an unrelated third party. The
sale agreement included substantially all assets and operations of the
consolidated entity with the exception of cash, accounts receivable and raw
materials inventory. Gross proceeds from the sale were approximately $420,000
(CAN$650,000). As the sale included substantially all assets and operations of
the business as described in note 3, the Company effectively discontinued
operations on February 12, 2002. Net proceeds from the sale and from the
realization of the remaining assets of the subsidiary will be distributed to the
primary lender per the terms of the sale agreement and the general security
agreement described in note 9. Management is uncertain whether sufficient
proceeds will be realized to satisfy all other obligations of the subsidiary.
As a consequence of the above agreement, management has abandoned the
operations of the subsidiary company (Pultronex Corporation of Alberta) and has
finalized an orderly wind-up of the affairs of the subsidiary and the parent
company (1-900 Jackpot, Inc. (formerly Pultronex Corporation) of Nevada) has
become totally inactive.
All subsequent filings of the company (1-900 Jackpot, Inc. (formerly
Pultronex Corporation) of Nevada) will reflect the fact the subsidiary company
(Pultronex Corporation of Alberta) has been abandoned and the financial results
of the subsidiary shall be longer be consolidated into the financial statements
of the reporting entity (1-900 Jackpot, Inc. (formerly Pultronex Corporation) of
Nevada).
PLAN OF OPERATIONS
As used herein the term "Company" refers to 1-900 Jackpot, Inc.
(formerly Pultronex Corporation), a Nevada corporation and its predecessors,
unless the context indicates otherwise. The Company is currently a shell company
whose purpose is to acquire operations through an acquisition or merger or to
begin its own start-up business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
During the current quarter, the Company acquired certain Intellectual
Lottery Products assets. The Company intends to license these products to
various government-run lotteries and private and public companies that are
seeking new products for their operations.
The Company had no sales or sales revenues for the three months ended
November 30, 2006 or 2005.
The Company had no costs of sales revenues for the three months ended
November 30, 2006 or 2005. The plan for licensing the newly acquired Lottery
Product assets is currently being developed. The Company had general and
administrative expenses of $74,992 for the three month period ended November 30,
2006 and $150,000 for the same period in 2005.
CAPITAL RESOURCES AND LIQUIDITY
At November 30, 2006, the Company had total current assets of
$1,229,123 and total assets of $1,239,123 as compared to $1,469,873 current
assets and $1,479,873 total assets at August 31, 2006. The Company had a net
working capital surplus of $1,235,323 at November 30, 2006 and $1,479,289 at
August 31, 2006. Net stockholders' equity in the Company was $1,235,323 as of
November 30, 2006 and $1,479,289 at August 31, 2006.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining disclosure controls and procedures
for the company.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the reporting period covered by this report,
the company carried out an evaluation, under the supervision of the
participation of the Company's management, including the Company's President, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation, the
Company's President concluded that, as of the end of the period, the Company's
disclosure controls and procedures were effective in timely alerting him to
material information relating to the Company required to be included in the
reports that the Company files and submits pursuant to the Exchange Act.
(b) Changes in Internal Control
Based on his evaluation as of November 30, 2006, there were no
significant changes in the Company's internal control over financial reporting
or any other areas that could significantly affect the Company's internal
control subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None/Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated herein by
this reference:
Exhibit No. Exhibit
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
(1) Incorporated herein by reference from Registrant's Form SB-2,
Registration Statement, dated February 22, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
1-900 JACKPOT, INC.
January 15, 2007
/s/ Brian Fisher
Brian Fisher
President and Director
(Principal Executive Officer)
/s/ Joseph Batty
Joseph Batty
Chief Financial Officer, Secretary and Director
(Principal Financial Officer)
EXHIBIT 31.1
SECTION 302 CERTIFICATIONS
I, Brian Fisher, certify that:
1. I have reviewed this quarterly report on form 10-QSB of 1-900 Jackpot, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in exchange act rules 13a-15(e) and 15d-15(e) for the small business issuer and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report on such
evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: January 15, 2007
s/ Brian Fisher
Brian Fisher
President and Director
(Principal Executive Officer)
EXHIBIT 31.2
SECTION 302 CERTIFICATIONS
I, Joseph Batty, certify that:
1. I have reviewed this quarterly report on form 10-QSB of 1-900 Jackpot, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in exchange act rules 13a-15(e) and 15d-15(e) for the small business issuer and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report on such
evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: January 15, 2007
/s/ Joseph Batty
Joseph Batty
Chief Financial Officer, Secretary and Director
(Principal Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 1-900 Jackpot, Inc., on Form
10-QSB for the period ending November 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "REPORT"), the undersigned, Brian
Fisher, Principal Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:
1. The Report fully complies with the requirements of section 13 (a) or
15 (d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Date: January 15, 2007
/s/ Brian Fisher
Brian Fisher
President and Director
(Principal Executive Officer)
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 1-900 Jackpot, Inc., on Form
10-QSB for the period ending November 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "REPORT"), the undersigned, Joseph
Batty, Principal Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:
1. The Report fully complies with the requirements of section 13 (a) or
15 (d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Date: January 15, 2007
/s/ Joseph Batty
Joseph Batty
Chief Financial Officer, Secretary and Director
(Principal Financial Officer)
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.