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: JUNE 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 0-49763
CIROND CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0469593
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9
(Address of principal executive offices)
(604) 205-5039
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 37,110,000 SHARES OF COMMON STOCK,
$0.001 PAR VALUE, AS OF JUNE 30, 2005
Transitional Small Business Disclosure Format (check one): Yes No X
----- ------
Consolidated Interim Financial Statements of
CIROND CORPORATION
(Expressed in United States dollars)
Six months ended June 30, 2005
2
CIROND CORPORATION
Consolidated Interim Balance Sheets
(Expressed in United States dollars)
June 30, 2005 and December 31 2004
====================================================================================================================
June 30, December 31,
2005 2004
- --------------------------------------------------------------------------------------------------------------------
(Unaudited)
ASSETS
Current assets:
Cash $ 120,202 $ 1,308,086
Amounts receivable, net of allowance of $nil (2004 - $nil) 28,374 14,883
Prepaid expenses and deposits 13,145 17,873
---------------------------------------------------------------------------------------------------------------
161,721 1,340,842
Property and equipment 69,629 57,875
Website development 4,756 6,342
- ---------------------------------------------------------------------------------------------------------------------
$ 236,106 $ 1,405,059
=====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable and accrued liabilities $ 85,149 $ 188,698
Consulting fees payable (note 3) 78,160 134,611
Deferred revenue - 5,874
Dividends payable 49,589 2,466
Share subscriptions payable (note 4) 400,000 400,000
Due to stockholder (note 5) 111,389 111,575
----------------------------------------------------------------------------------------------------------------
724,287 843,224
Redeemable, convertible preferred stock with a par value of
$0.001. 25,000,000 authorized, 2,000 issued (December 31,
2004 - 2,000), net of deferred financing costs (note 6) 98,700 70,500
Stockholders' equity (deficiency):
Capital stock:
100,000,000 voting common shares, with $0.001 par value
authorized, 37,110,000 issued (December 31,
2004 - 37,110,000) 37,110 37,110
Additional paid-in capital 3,671,654 3,595,739
Deficit (4,295,645) (3,141,514)
----------------------------------------------------------------------------------------------------------------
(586,881) 491,335
Going concern (note 2(a))
Subsequent event (note 6)
Commitments (note 8)
- ---------------------------------------------------------------------------------------------------------------------
$ 236,106 $ 1,405,059
=====================================================================================================================
See accompanying notes to consolidated interim financial statements.
3
CIROND CORPORATION
Consolidated Interim Statements of Loss
(Expressed in United States dollars)
Six months ended June 30, 2005 and 2004
(Unaudited)
=====================================================================================================================
2005 2004
- ---------------------------------------------------------------------------------------------------------------------
Revenue:
Software license fees (note 9) $ 77,413 $ 821,562
Expenses:
Advertising and promotion 101,294 158,082
Amortization 12,374 10,430
Consulting fees (note 3) 397,105 169,648
Foreign currency exchange loss (gain) (211) 3,789
Gain on recovery of account payable (50,000) -
Interest 1,377 897
Office and administrative 45,317 37,279
Professional fees 129,799 126,530
Research and development 224,916 347,804
Salaries and benefits 214,573 119,992
Travel 82,284 107,156
-----------------------------------------------------------------------------------------------------------------
1,158,828 1,081,607
- ----------------------------------------------------------------------------------------------------------------------
Loss before interest income (1,081,415) (260,045)
Interest income 5,073 3,121
- ----------------------------------------------------------------------------------------------------------------------
Loss $ (1,076,342) $ (256,924)
======================================================================================================================
Weighted average number of common shares outstanding,
basic and diluted 36,310,000 34,835,000
Loss per common share, basic and diluted $ (0.03) $ (0.01)
======================================================================================================================
See accompanying notes to consolidated interim financial statements.
4
CIROND CORPORATION
Consolidated Interim Statements of Loss
(Expressed in United States dollars)
Three months ended June 30, 2005 and 2004
(Unaudited)
====================================================================================================================
2005 2004
- --------------------------------------------------------------------------------------------------------------------
Revenue:
Software license fees (note 9) $ 41,531 $ 66,987
Expenses:
Advertising and promotion 31,124 118,345
Amortization 6,170 6,397
Consulting fees (note 3) 198,466 90,749
Foreign currency exchange loss (gain) 524 2,004
Interest 959 580
Office and administrative 26,903 15,286
Professional fees 70,765 92,870
Research and development 101,561 186,067
Salaries and benefits 103,994 65,349
Travel 45,888 48,089
- --------------------------------------------------------------------------------------------------------------------
586,354 625,736
- --------------------------------------------------------------------------------------------------------------------
Loss before interest income (544,823) (558,749)
Interest income 1,711 2,376
- --------------------------------------------------------------------------------------------------------------------
Loss $ (543,112) $ (556,373)
====================================================================================================================
Weighted average number of common shares outstanding,
basic and diluted 36,385,000 35,210,000
Loss per common share, basic and diluted $ (0.01) $ (0.02)
====================================================================================================================
See accompanying notes to consolidated interim financial statements.
5
CIROND CORPORATION
Consolidated Interim Statement of Stockholders' Equity (Deficiency) and
Comprehensive Loss
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
====================================================================================================================================
Total
Additional stockholders'
Common Stock paid-in equity
Shares Amount capital Deficit (deficiency)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 37,110,000 $ 37,110 $ 3,595,739 $ (3,141,514) $ 491,335
Common shares released from escrow in consideration
of consulting services (note 7) - - 75,915 - 75,915
Accretion of discount on redeemable, convertible
preferred stock (note 6) - - - (26,400) (26,400)
Amortization on deferred financing costs (note 6) - - - (1,800) (1,800)
Dividend on redeemable, convertible preferred stock - - - (49,589) (49,589)
Comprehensive loss:
LOSS - - - (1,076,342) (1,076,342)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2005 37,110,000 $ 37,110 $ 3,671,654 $ (4,295,645) $ (586,881)
====================================================================================================================================
See accompanying notes to consolidated interim financial statements.
6
CIROND CORPORATION
Consolidated Interim Statements of Cash Flows
(Expressed in United States dollars)
Six months ended June 30, 2005 and 2004
(Unaudited)
===============================================================================================================
2005 2004
- ---------------------------------------------------------------------------------------------------------------
Cash provided by (used in):
Operations:
Loss $ (1,076,342) $ (256,924)
Items not involving cash:
Amortization 12,374 10,430
Common shares released from escrow in consideration
of consulting services 75,915 -
Changes in non-cash working capital:
Amounts receivable (13,491) 1,843
Prepaid expenses and deposits 4,728 486
Accounts payable and accrued liabilities (103,549) 18,139
Consulting fees payable (56,451) (23,300)
Deferred revenue (5,874) 57,490
----------------------------------------------------------------------------------------------------------
(1,162,690) (191,836)
Financing:
Advances from (to) stockholder (186) -
Dividends paid (2,466) -
Share subscriptions payable - 325,000
Loan payable - 500,000
Repayment of loans payable (175,000)
----------------------------------------------------------------------------------------------------------
(2,652) 650,000
Investing:
Expenditures on property and equipment (22,542) (22,434)
- ---------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash (1,187,884) 435,730
Cash, beginning of period 1,308,086 86,066
- ---------------------------------------------------------------------------------------------------------------
Cash, end of period $ 120,202 $ 521,796
===============================================================================================================
Supplementary information:
Interest paid $ 1,377 $ 897
Income taxes paid $ - $ -
===============================================================================================================
Non-cash financing and investing activities
Common shares issued for share subscriptions proceeds
received in a previous period $ - $ 375,000
===============================================================================================================
See accompanying notes to consolidated interim financial statements.
7
CIROND CORPORATION
Consolidated Interim Statements of Cash Flows
(Expressed in United States dollars)
Three months ended June 30, 2005 and 2004
(Unaudited)
===============================================================================================================
2005 2004
- ---------------------------------------------------------------------------------------------------------------
Cash provided by (used in):
Operations:
Loss $ (543,112) $ (556,373)
Items not involving cash:
Amortization 6,170 6,397
Common shares released from escrow in consideration
of consulting services 27,995 -
Changes in non-cash working capital:
Amounts receivable (4,426) (1,590)
Prepaid expenses and deposits 123 341
Accounts payable and accrued liabilities (24,472) 99,983
Consulting fees payable (18,206) (23,300)
Deferred revenue - (16,500)
---------------------------------------------------------------------------------------------------------
(555,928) (491,042)
Financing:
Share subscription proceeds received (repaid) - (1,675,000)
Loan payable - 500,000
Repayment of loan payable - (100,000)
----------------------------------------------------------------------------------------------------------
- 1,275,000
Investing:
Expenditures on property and equipment (11,087) (4,365)
- ---------------------------------------------------------------------------------------------------------------
Decrease in cash (567,015) (1,770,407)
Cash, beginning of period 687,217 2,292,203
- ---------------------------------------------------------------------------------------------------------------
Cash, end of period $ 120,202 $ 521,796
===============================================================================================================
Supplementary information:
Interest paid $ 959 $ 580
Income taxes paid $ - $ -
===============================================================================================================
Non-cash financing and investing activities
Common shares issued for share subscriptions proceeds
received in a previous period $ - $ 375,000
===============================================================================================================
See accompanying notes to consolidated interim financial statements.
8
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
1. OPERATIONS:
Cirond Corporation ("Cirond" or the "Company") is incorporated under the
laws of the State of Nevada. The Company develops software solutions and
provides network security products and consulting services to governments
and private sector businesses to combat the threat to wired networks
represented by the deployment of unauthorized wireless networks. The
Company's solutions can also be used to implement, secure and manage
wireless networks.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Going concern
These interim financial statements have been prepared on the going
concern basis, which assumes the realization of assets and liquidation
of liabilities and commitments in the normal course of business for the
foreseeable future. The Company has realized a loss of $1,076,342 and
incurred negative cash flow from operations of $1,162,690 to June 30,
2005 and has an accumulated deficit of $4,295,645 as at June 30, 2005.
These factors raise substantial doubt as to the Company's ability to
continue as a going concern.
The application of the going concern concept is dependent upon the
Company's ability to receive continued financial support from its
creditors, stockholders and external investors and attaining profitable
operations through the sale of its software. These consolidated interim
financial statements do not give effect to any adjustment should the
Company be unable to continue as a going concern and, therefore, be
required to realize its assets and discharge its liabilities in other
than the normal course of business and at amounts differing from those
reflected in the consolidated financial statements. Management plans to
obtain equity and debt financing from external investors and to
actively market its wireless technology applications.
Management believes the plans described above will be sufficient to
meet the Company's liabilities and commitments as they become payable
over the next twelve months. There can be no assurance that
management's plans will be successful. Failure to obtain the support of
additional external investors to finance the development and marketing
of the Company's wireless technology applications will cause the
Company to curtail operations and impair the Company's ability to
continue as a going concern.
9
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b) Basis of presentation
The information included in the accompanying consolidated interim
financial statements is unaudited and should be read in conjunction
with the annual audited consolidated financial statements and notes
thereto contained in the Company's Report on Form 10-KSB for the fiscal
year ended December 31, 2004. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for
fair presentation of the results of operations for the interim periods
presented have been reflected herein. The results of operations for the
interim periods presented are not necessarily indicative of the results
to be expected for the entire fiscal year.
c) Recent accounting pronouncements
FASB issued a revision of SFAS No. 123 "ACCOUNTING FOR STOCK-BASED
COMPENSATION" ("SFAS No. 123(R)"). SFAS No. 123(R) requires a public
entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant date fair value
of the award. The compensation cost is to be recognized over the
service period which is determined by the vesting period. This
statement is effective as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005. The
adoption of a revised SFAS 123 will impact the Company's operating
expenses and shareholders' equity (deficiency) to the extent that the
Company issues stock options in consideration for services in
connection with its proposed stock option plan.
3. RELATED PARTY TRANSACTIONS:
During the three months and six months ended June 30, 2005, the Company
incurred consulting fees from a company controlled by the president
totaling $45,000 and $90,000 (2004 - $45,000 and $90,000 respectively). At
June 30, 2005, $nil (2004 - $20,000) of these consulting fees were included
in consulting fees payable.
During the three months and six months ended June 30, 2005, the Company
incurred consulting fees from a Company controlled by the Chief Technology
Officer totaling $36,000 Cdn and $72,000 Cdn (2004 - $30,000 US and $60,000
US). At June 30, 2005 $70,000 US (2004 - $80,000 US) of those consulting
fees were included in accounts payable and accrued liabilities consulting
fees payable.
The amounts were incurred in the normal course of operations and are
recorded at the exchange amount, which is the amount established and agreed
to by the related parties.
10
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
4. SHARE SUBSCRIPTIONS PAYABLE:
In April 2004, the Company received a subscription for 4,000,000 common
shares and common share purchase warrants for aggregate cash proceeds of $2
million pursuant to an irrevocable subscription agreement. The subscriber
was granted common share purchase warrants as follows:
===========================================================================
Number of common shares Exercise price Expiry date
---------------------------------------------------------------------------
1,000,000 $ 0.50 April 19, 2005
1,000,000 $ 0.75 April 19, 2005
1,000,000 $ 1.00 April 19, 2006
1,000,000 $ 1.25 April 19, 2006
---------------------------------------------------------------------------
In May 2004, the subscriber requested that his investment be rescinded and,
without waiving any of its rights it may have against the subscriber, the
Company returned $1.5 million, and subsequently repaid $100,000, of the
$2.0 million share subscription to the subscriber. As at June 30, 2005 and
subsequent to June 30, 2005, the Company offered to return the remaining
$400,000 to the subscriber upon execution of a mutual settlement agreement.
The subscriber has refused the offer. If such refusal continues, the
Company intends to issue common shares and common share purchase warrants
under the terms initially agreed to. The outcome of this matter, including
the settlement of the liability through the payment of cash or issuance of
common shares and common share purchase warrants and if additional costs
will be incurred on the settlement of the liability, cannot be determined
at this time.
5. DUE TO STOCKHOLDER:
The amount due to a stockholder is unsecured, non-interest bearing and has
no fixed terms of repayment.
6. REDEEMABLE, CONVERTIBLE PREFERRED STOCK:
On December 22, 2004 the Company entered into Securities Purchase
Agreements with several accredited investors pursuant to which the Company
agreed to sell, and the Investors agreed to purchase, 2,000 shares of
Series B 5% Convertible Preferred Stock, warrants to purchase 2,325,584
shares of common stock, and Additional Investment Rights for a total
consideration of $2,000,000. The warrants are exercisable for five years at
$0.55 per share. The Preferred Stock may be converted into shares of common
stock at a price of $0.43 per share at any time after issuance. The
Additional Investment Rights entitle the Purchasers to buy up to $4,000,000
of Preferred Stock and warrants on the same terms for period of six months
following the effective date of a Registration Statement on Form SB-2
related to common shares to be issued on conversion or redemption of the
preferred shares. In connection with the subscription, Cirond paid
Ascendiant Securities LLC ("Ascendiant") a cash commission of $160,000 and
an expense allowance of $25,000, and issued Ascendiant warrants for the
purchase of up to 1,674,419 shares of common stock at $0.55 per share. The
Ascendiant warrants are exercisable for a five-year period commencing from
the date on which the right to exercise the warrants vested.
11
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
6. REDEEMABLE, CONVERTIBLE PREFERRED STOCK (CONTINUED):
As at June 30, 2005, 372,093 Ascendiant warrants were vested. Ascendiant
will be entitled to further vested warrants as the investors exercise their
warrants and the Additional Investment Right securities. The warrants
contain piggyback registration rights and a net exercise provision.
The terms of the preferred stock provide that on the fifth anniversary of
the original issue date (December 22, 2009), the Company shall redeem all
of the then outstanding shares of preferred stock, for an amount in cash,
or if certain conditions are met during the 30 days prior to the redemption
date and at the election of the Company, in shares of common stock.
Accordingly, only unconverted preferred shares will be subject to this
redemption feature. As the redemption feature of the preferred shares is
contingent upon the holder not having converted the preferred shares into
common shares prior to the specified date, management has concluded that
the redeemable, convertible preferred shares are not required to be
classified as a liability under SFAS 150 but that this feature represents a
contingent redemption feature under paragraph 10 of the standard. However,
as all of the conditions, as defined in the Securities Purchase Agreement,
must be met for the Company to be able to redeem any outstanding shares for
other then cash, management has concluded that the preferred shares must be
classified outside of permanent shareholders' deficiency in accordance with
SEC Regulation SX 5-02(28).
The gross proceeds of $2,000,000 and net proceeds of $1,815,000 was
allocated between the redeemable preferred stock and common share purchase
warrants based on their relative fair values and a beneficial conversion
option was calculated to be recorded as a discount to redeemable,
convertible preferred stock and an increase in additional paid-in capital
at the issue date.
In August 2005, the Company and the investors amended the terms of the
Securities Purchase Agreements including adjusting the conversion price of
the redeemable, convertible preferred stock from $0.43 to $0.25 per share,
adjusting the exercise price of the investors warrants from $0.55 to $0.30
per share, terminating the Additional Investment Rights, amending a
provision regarding subsequent transactions that will permit the Company to
engage in unsecured borrowing, eliminating of a provision that would have
prohibited the Company from undertaking a reverse or forward stock split
without the consent of the investors, and eliminating an anti-dilution
protection provision on the conversion price of the preferred stock and the
exercise price of the warrants.
12
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
6. REDEEMABLE, CONVERTIBLE PREFERRED STOCK (CONTINUED):
The discount between the redemption amount and allocated proceeds is being
accreted to the redemption price on December 22, 2009 and deferred
financing costs are being amortized to December 22, 2009 by the interest
method with the accretion and amortization charged to deficit. The balances
at June 30, 2005 are as follows:
==========================================================================================================
Redeemable
Convertible Deferred
Preferred Financing
Stock Costs Total
----------------------------------------------------------------------------------------------------------
Consideration $ 2,000,000 $ (185,000) $ 1,815,000
Assigned to warrants (627,000) 58,000 (569,000)
----------------------------------------------------------------------------------------------------------
1,373,000 (127,000) 1,246,000
Beneficial conversion option (1,185,000) - (1,185,000)
----------------------------------------------------------------------------------------------------------
188,000 (127,000) 61,000
Accretion and amortization to
December 31, 2004 8,900 600 9,500
----------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 196,900 (126,400) 70,500
Accretion and amortization to
June 30, 2005 26,400 1,800 28,200
----------------------------------------------------------------------------------------------------------
Balance, June 30, 2005 $ 223,300 $ (124,600) $ 98,700
==========================================================================================================
7. COMMON SHARES ISSUED FOR CONSULTING SERVICES:
On August 2, 2004, Cirond entered into a Management Services Agreement with
Securities Trading Services Inc. ("STS"). The agreement was effective as of
August 2, 2004 and has a term of two years. Pursuant to the terms of the
agreement, Cirond must issue 1,200,000 shares of its common stock to STS in
consideration of services to be provided by STS. Common shares in the name
of STS will be held in escrow by Cirond, with Cirond releasing 50,000
shares from escrow for every month as services are performed. STS may not
vote any unearned shares held in escrow. In the event of a termination of
the agreement by Cirond for breach or cause, Cirond may repurchase and
cancel any unearned shares for $0.001 per share in an amount equal to
50,000 shares times the number of months remaining under the agreement
after termination. STS was granted piggy-back registration rights in
connection with the agreement and the shares are subject to anti-dilution
provisions in the event of a consolidation of Cirond's share capital. In
addition, upon closing of an equity financing of $1 million dollars, Cirond
shall pay a consulting fee in the amount of $5,000 to STS upon the first
day of each month over the remaining term of the contract. During the six
months ended June 30, 2005, the monthly consulting was increased to an
13
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
7. COMMON SHARES ISSUED FOR CONSULTING SERVICES:
agreed amount of $10,000 per month. The agreement also provides for the
accelerated release of shares from escrow, if STS secures financing for
Cirond, as follows:
o 100,000 shares upon STS securing an equity financing of $1 million.
o An additional 200,000 shares upon STS securing and additional $2
million of equity financing.
o An additional 450,000 shares upon STS securing an additional $5
million of equity financing.
o An additional 450,000 shares upon STS securing an additional $5
million of equity.
Common shares are valued as services are performed and common shares are
earned and eligible for release from escrow. For the six month period ended
June 30, 2005, $75,915 in compensation expense was recorded for the period
in consulting fees and 300,000 common shares were earned and released from
escrow. As at June 30, 2005, a total of 650,000 common shares remain held
in escrow in connection with this agreement. Unearned shares that have not
been released from escrow have not been included in the calculation of the
weighted average number of common shares, basic and diluted.
8. STOCK OPTION COMMITMENTS:
As at June 30 2005, in connection with a services agreement with an
unrelated party, the Company has committed to issue an option or warrant to
purchase up to 200,000 shares of common stock. The exercise price and
vesting provisions of the option or warrant are as follows:
o 50,000 shares exercisable at $0.45 per share, vesting on the 91st
day following execution of the agreement;
o 50,000 shares exercisable at $0.55 per share, vesting on the 181st
day following execution of the agreement;
o 50,000 shares exercisable at $0.65 per share, vesting on the 271st
day following execution of the agreement; and
o 50,000 shares exercisable at $0.75 per share, vesting on the 366th
day following execution of the agreement.
As at June 30, 2005, the Company's stock option plan is subject to final
approval by its shareholders. Accordingly, a grant date and measurement
date for the option or warrant above has not yet occurred and no
compensation cost related to the option or warrant commitment has been
recorded. Compensation cost related to the option or warrant will be
recorded in the period that the stock option plan is approved by the
Company's shareholders.
14
CIROND CORPORATION
Notes to Consolidated Interim Financial Statements
(Expressed in United States dollars)
Six months ended June 30, 2005
(Unaudited)
================================================================================
9. REVENUE:
The Company's revenue from its various product families is as follows:
=========================================================================================================
2005 2004
--------------------------------- ----------------------------------
Three months Six months Three months Six months
---------------------------------------------------------------------------------------------------------
Winc products $ 13,873 $ 34,461 $ 41,987 $ 77,436
AirPatrol products 27,658 37,078 - -
Source code license and support - 5,874 25,000 744,126
---------------------------------------------------------------------------------------------------------
$ 41,531 $ 77,413 $ 66,987 $ 821,562
=========================================================================================================
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
On November 25, 2003, pursuant to a Stock Exchange Agreement with
Seaside Holdings Inc. (f/k/a Cirond Technologies Inc.), a Colorado corporation
("CTI"), as amended by the First Amendment to the Stock Exchange Agreement dated
November 13, 2003 (the "First Amendment") (the Exchange Agreement and the First
Amendment are collectively referred to herein as the "Agreement"), we acquired
all of the issued and outstanding capital stock of CTI's wholly owned
subsidiary, Cirond Networks, Inc., a Nevada corporation ("CNI"), in exchange for
17,000,000 post-Forward Split shares of our common stock. As a result of this
share exchange, CTI owned approximately 51.2% (not taking into account the
issuance of 750,000 shares of our common stock in a private placement, the
certificates for which were issued subsequent to December 31, 2003, or 1,300,000
shares of common stock issued for the CNI Indebtedness described below) of our
issued and outstanding shares. In addition, pursuant to the terms of the
Agreement, we issued an aggregate of 1,300,000 post-Forward Split shares of our
common stock to fulfill CNI's debt obligations totaling $650,000 owed to Cirond
Venture Partners Inc., Stumdell Limited, and Steven Velardi. These three parties
loaned $650,000 to CNI and agreed to be paid in shares at the same price at
which shares were sold in the private placement.
As a result of the Agreement, effective November 25, 2003, CNI became
our wholly-owned subsidiary. We changed our name to Cirond Corporation as of
October 14, 2003.
For accounting purposes, the acquisition of CNI has been accounted for
as a recapitalization transaction. Under recapitalization accounting, CNI is
considered to have issued shares for consideration equal to our net monetary
assets with the results of our operations included in the consolidated financial
statements from the date of recapitalization on November 25, 2003. The
consolidated statements of loss, stockholders' deficiency and comprehensive loss
and cash flows reflect the results of operations and changes in financial
position of CNI, for the period from January 1, 2003 to December 31, 2003 and
January 1, 2004 to December 31, 2004, combined with those of the legal parent,
Cirond Corporation, from November 25, 2003, the date of the recapitalization, in
accordance with accounting principles generally accepted in the United States of
America.
As CNI is a software development company, it earns revenues through
license sales of its products, all of which utilize the proprietary technology
developed by CNI. Development of the technology requires a significant outlay of
cash before a viable product is developed that utilizes the technology. After
development of a product, even more cash is required to market the product
before any revenues are realized. Accordingly, the challenge that faces many
software development companies is being able to obtain enough cash to fund
research and development and marketing expenses and sustain the company until
revenues are generated. Such funds are needed fairly quickly after products are
developed, as the environment in which the products are used is constantly
changing. Companies face the risk of discovering that their products do not meet
the needs of the potential customers or are technologically outdated after a
marketing campaign is launched.
CNI entered into the above transaction with a publicly-held company to
improve its ability to obtain funding for research and development of its
products and marketing efforts. Management believed that it would be easier to
obtain funding if investors identified an "exit strategy" via the public
marketplace. By entering into the non-exclusive Source Code Licensing Agreement
with Computer Associates International, Inc. in January 2004, management
believed that CNI had achieved validation of its product by a well-recognized
firm in the computer industry.
16
While we will continue to improve our products, we believe that we have
now developed a viable suite of products dedicated to the goal of securing wired
networks against the threat of unauthorized wireless devices that is ready for
the marketplace. For the current fiscal year, management is focusing its efforts
and resources on marketing products through several channels. While we are
pursuing the licensing of our technology to other software development firms and
wireless network hardware manufacturers, such as the Computer Associates type of
arrangement, we are also trying to offer direct sales through our web site,
through value added resellers, and through marketing representatives.
GOING CONCERN
The accompanying consolidated interim financial statements have been
prepared in conformity with U.S. generally accepted accounting principles, which
contemplate continuation of our company as a going concern. At June 30, 2005, we
had an accumulated deficit of $4,295,645, and have realized a loss of $1,076,342
and incurred negative cash flow from operations of $1,162,690 for the six months
ended June 30, 2005. These factors raise substantial doubt as to our ability to
continue as a going concern.
The application of the going concern concept is dependent upon our
ability to receive continued financial support from our creditors, stockholders
and external investors and attaining profitable operations through the sale of
our software. The consolidated interim financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern and, therefore, be required
to realize our assets and discharge our liabilities in other than the normal
course of operations. Management plans to obtain equity and debt financing from
external investors and to actively market our network security applications.
Management believes the plans described above will be sufficient to
meet our liabilities and commitments as they become payable over the next twelve
months. There can be no assurance that management's plans will be successful.
Failure to obtain the support of additional external investors to finance the
development and marketing of our network security applications will cause us to
curtail operations and impair our ability to continue as a going concern.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated interim financial statements, which
have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these consolidated interim financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to the valuation of accounts receivable and
inventories, the impairment of long-lived assets, any potential losses from
pending litigation and deferred tax assets or liabilities. We base our estimates
on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions; however, we believe that
our estimates, including those for the above-described items, are reasonable.
REVENUE RECOGNITION. In accordance with the provisions of the American
Institute of Certified Public Accountant's Statement of Position 97-2 "Software
Revenue Recognition," revenue from software license sales, both directly and
through value-added resellers, is recognized once delivery has occurred,
evidence of an arrangement exists, the fee is fixed and determined and
collection of the fee is probable,
17
provided there are no significant vendor obligations remaining. We estimate
allowances for returns arising from warranty provisions based on historical
experience. For multiple element arrangements, where Vendor Specific Objective
Evidence ("VSOE") of fair value is available for all elements, the contract
value is allocated to each element proportionately based upon relative VSOE of
fair value and revenue is recognized separately for each element. Where VSOE of
fair value is available for all undelivered elements, the residual method is
used to value the delivered elements. Where VSOE of fair value is not available
for an undelivered element all revenue for the arrangement is deferred until the
earlier of the point at which VSOE does exist or all elements of the arrangement
have been delivered, unless the undelivered elements are post contract customer
support arrangements, in which case the arrangement revenue is recognized
ratably, or services, in which case the arrangement revenue is recognized as the
services are provided. Periodically we sell to value-added resellers ("VAR")
under terms consistent with those applied to other customers. We do not offer
price protection or rights of return to VARs and consideration terms and sales
are not dependent on the option of the resellers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004
Revenues from operations decreased from $66,987 for the three-month
period ended June 30, 2004 to $41,531 for the three-month period ended June 30,
2005. Revenue for the second quarter of 2005 included $5,874 of revenue from
licensing of our Winc Manager, Winc, pocketWinc and recently introduced
AirPatrol Mobile, AirPatrol Sentinel and AirPatrol Enterprise software products.
Our revenues during the second quarter of 2005 were significantly lower compared
to the same period during 2004; however, almost all of the difference is
attributable to the Source Code Licensing Agreement that closed in the first
quarter of 2004. All of the payments due to us under this agreement were paid at
the time of the contract and, at this time, we do not anticipate any further
payments. Management is seeking to enter into other license agreements for our
technology during the next 12 months; however, there are no assurances that we
will be successful in entering into any such agreements.
Our net loss for the three-month period ended June 30, 2005 was
$543,112 compared to a net loss of $556,373 for the three-month period ended
June 30, 2004. The difference between the net loss in second quarter 2005
compared to the net loss in 2004 is primarily due to higher expenditures in 2004
on advertising and promotion and higher expenditures in 2004 on research and
development. These higher expenditures in 2004 were offset by higher spending in
2005 on consultants.
During the three month period ended June 30, 2005 the most dramatic
decreases in expenses over the second quarter of 2004 were in the areas of
advertising and promotion (-74%), research and development (-45%), and
professional fees (-24%), while increases were incurred in consulting fees
(119%) and salaries and benefits (59%). Advertising and promotion decreased to
$31,124 in second quarter 2005 compared to $118,345 in second quarter 2004 as we
scaled back our marketing program in the second quarter to conserve capital.
Professional fees in the second quarter of 2005 were $70,765 compared to $92,870
for the second quarter of 2004 due to higher fees in 2004 related to on-going
financings. Salaries and benefits for the second quarter 2005 were $103,994
compared to $65,349 for second quarter 2004 as a result of our having three more
employees in second quarter 2005 than in second quarter 2004. In second quarter
2005, consulting fees increased from $90,749 in second quarter 2004 to $198,466
in second quarter 2005. The increase in consulting fees from second quarter 2004
is due to increased fees paid for online marketing initiatives, corporate
finance initiatives and the expensing of the fair value of shares released from
escrow in consideration of services totaling approximately $27,995. This
agreement went into effect in the third quarter of 2004 and thus was not
included in second quarter 2004 comparative consulting fees. Research and
development expenses were lower in second quarter 2005
18
compared to second quarter 2004 due to the fact that second quarter 2004
included $50,000 of purchased research and development, and due to the fact that
our research and development team had two fewer individuals than in second
quarter 2004.
Dividends of $49,589 were accrued to June 30, 2005 related to
redeemable, convertible preferred stock issued on December 22, 2004. Accretion
of the discount to the redeemable, convertible preferred stock, with respect to
a beneficial conversion option and warrants issued in connection with preferred
stock, of $14,300 as well as amortization of deferred financing costs of $1,000
were recorded for the three months ended June 30, 2005. No cash dividends were
declared during the three-month period ended June 30, 2004.
SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004
Revenues from operations decreased from $821,562 for the six-month
period ended June 30, 2004 to $77,413 for the six-month period ended June 30,
2005. Revenue for the first six months of 2005 included $5,874 of revenue from
the support and maintenance portion of the Source Code Licensing Agreement, as
well as revenue from licensing of our Winc Manager, Winc, pocketWinc and
recently introduced AirPatrol Mobile, AirPatrol Sentinel and AirPatrol
Enterprise software products. Our revenues during the 2005 second quarter were
significantly lower compared to the same period during 2004; however, almost all
of the difference is attributable to the Source Code Licensing Agreement that
closed in the first quarter of 2004. All of the payments due to us under this
agreement were paid at the time of the contract and, at this time, we do not
anticipate any further payments. Management is seeking to enter into other
license agreements for our technology during the next 12 months; however, there
are no assurances that we will be successful in entering into any such
agreements.
Our net loss for the six-month period ended June 30, 2005 was
$1,076,342 compared to a net loss of $256,924 for the six-month period ended
June 30, 2004. The difference between the net loss in the first six months of
2005 compared to the net loss in 2004 is primarily due to the Source Code
Licensing Agreement, which was closed, in the first quarter of 2004. This event
led to $744,126 of revenue to be recognized in the first two quarters of 2004.
This licensing agreement was not renewed in 2005, and therefore, only $5,874 of
Source Code licensing revenue was recognized in the first six months of 2005,
which was related to the maintenance and support portion of the contract, which
was completed on January 20, 2005.
Expenses were also higher in the first six months of 2005 compared to
2004. During the six month period ended June 30, 2005 the most dramatic
increases in expenses over the first quarter of 2004 were in the areas of
consulting fees (134%), office and administrative (22%), and salaries and
benefits (79%). Advertising and promotion decreased to $101,294 in the first six
months of 2005 compared to $158,082 in 2004 as we reduced expenditures on
marketing in the second quarter given our capital resources available.
Professional fees in the first six months of 2005 were $129,799 compared to
$126,530 to June 30, 2004 due to legal fees and accounting fees incurred in the
first quarter of 2005 relating to the preparation and review of securities
filings related to the requirements of the financing that closed on December 22,
2004. Salaries and benefits for the six month period ended June 30 2005 were
$214,573 compared to $119,992 for the six months ended June 30 2004 as a result
of our having three more employees in the first six months of 2005 versus 2004.
Consulting fees increased from $169,648 in the first six months of 2004 to
$397,105 in the first six months of 2005. The increase in consulting fees from
the same period in 2004 is due to increased fees paid for online marketing
initiatives, corporate finance initiatives and the expensing of the fair value
of shares released from escrow in consideration of services totaling
approximately $75,915. This agreement went into effect in the third quarter of
2004 and thus was not included in first quarter 2004 comparative consulting
fees. Research and development
19
expenses were lower in first six months of 2005 compared to 2004 due to the fact
that the first six months of 2004 included $100,000 of purchased research and
development. We also reached an agreement with a vendor during the first six
months of 2005 to terminate services, which resulted in our recording a recovery
of $50,000 of expenses that had been accrued in accounts payable as at December
31, 2004.
Dividends of $49,589 were accrued to June 30, 2005 related to
redeemable, convertible preferred stock issued on December 22, 2004. Accretion
of the discount to the redeemable, convertible preferred stock, with respect to
a beneficial conversion option and warrants issued in connection with preferred
stock, of $26,400 as well as amortization of deferred financing costs of $1,800
were recorded for the six months ended June 30, 2005. No cash dividends were
declared during the six-month period ended June 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2005, we had cash of $120,202 and a working capital
deficiency of $562,566, as compared to cash of $1,308,086 and a working capital
surplus of $497,618 at December 31, 2004. In late December 2004, we closed on a
financing resulting in net proceeds of $1,815,000. The cash provided by our
financing activities in late 2004 offset the $1,162,690 of cash used in
operations in the first six months of 2005, 2,652 used in financing activities
and $22,542 used in investing activities.
Receivables of $28,374 at June 30, 2005 consisted of sales made on
Esellerate and Pocketgear websites in June 2005 and paid to us in July 2005,
sales made to two independent vendors, and refundable taxes from the Canadian
government. The entire amounts receivable at June 30, 2005 of $28,374 was
collected in the third quarter of 2005. The amounts receivable at December 31,
2004 of $14,883 was collected in the first quarter of 2005.
Prepaid expenses consisted of prepaid rent.
Property and equipment consisted of hardware equipment purchased from
independent suppliers in North America for the development of our products.
Consulting fees payable consisted of payables owed to two of our
officers, Nicholas Miller and Mitchell Burton. Consulting fees payable were
$78,160 compared to $134,611 as at December 31, 2004 as a settlement with an
employee that was accrued at year end in consulting fees payable was paid out in
first quarter 2005.
Deferred revenue at June 30, 2005 was $nil as at December 31, 2004 the
outstanding amount was related to maintenance and support revenue in connection
with the Source Code Licensing Agreement, which was recognized each month for
the 12 months from January 21, 2004 to January 20, 2005, and so by June 30, 2005
all revenue relating to this contract had been recognized.
Accounts payable decreased from June 30, 2005 to December 31, 2004 due
partially to the fact that we terminated an agreement with a vendor during the
quarter which resulted in the recovery of $50,000 of accounts payable which had
been accrued as at December 31, 2004. This recovery has been segregated on the
income statement as a separate line item.
In April 2004, we received $2,000,000 in funds from a private investor
in connection with a private placement offering pursuant to an irrevocable
subscription agreement. During the quarter ended June 30, 2004, the investor
requested that his investment be rescinded and, without waiving any of our
rights we may have against the investor under the subscription agreement, we
returned $1,500,000 to the
20
investor of the $2,000,000 received. In connection with the private placement,
we paid a $100,000 finder's fee. During the quarter ended June 30, 2004, we
recovered the finder's fee, which we returned to the investor as well. It is our
intent to return the $400,000 balance of the investment only when the investor
enters into a mutual settlement agreement acceptable to us. Even though we have
offered to return the remaining $400,000 to the investor if the investor
executes a mutual settlement agreement, the investor has refused to execute the
settlement agreement. We have informed the investor that if he continues to
refuse to execute the settlement agreement, we will enforce the terms of the
subscription agreement relating to the remaining $400,000 and issue shares of
our common stock and common stock purchase warrants in accordance with the terms
of the subscription agreement. The investor has indicated that he may initiate
an action to recover the remaining $400,000. Although we have returned
$1,600,000 of the $2,000,000 invested, we have not admitted to any facts or
circumstances that would support a legal right to rescind the investment and we
intend to vigorously defend any legal action on that basis. The $400,000 is
reflected as share subscriptions payable at June 30, 2005.
In December 2004, we entered into securities purchase agreements with
several accredited investors pursuant to which we agreed to sell, and the
investors agreed to purchase, 2,000 shares of Series B 5% Redeemable Convertible
Preferred Stock, warrants to purchase 2,325,584 shares of common stock, and
Additional Investment Rights for a total of $2,000,000. The warrants are
exercisable for five years at $0.55 per share. The preferred stock may be
converted in shares of common stock at a price of $0.43 per share. The
Additional Investment Rights entitle the investors to buy up to $4,000,000 of
preferred stock and warrants on the same terms for period of six months
following the effective date of the registration statement we agreed to file. We
disclosed, as a subsequent event, the receipt of common share subscriptions
totaling $250,000 in our September 30, 2004 consolidated interim financial
statements. The subscriber agreed to apply its $250,000 investment to purchase
250 shares of preferred stock in connection with this financing.
In connection with the subscription, we paid Ascendiant Securities, LLC
a cash commission of $160,000 and an expense allowance of $25,000, and issued
Ascendiant warrants for the purchase of up to 1,674,419 shares of common stock
at $0.55 per share. The Ascendiant warrants are exercisable for a five-year
period commencing from the date on which the right to exercise the warrants
vested. As at June 30, 2005, 372,093 Ascendiant warrants were vested. Ascendiant
will be entitled to further vested warrants as the investors exercise their
warrants and the Additional Investment Right securities. The warrants contain
piggyback registration rights and a net exercise provision.
In April 2005, we and the investors who purchased the Additional
Investment Rights determined to restructure the Additional Investment Rights to
some other form of equity security. In August 2005, we entered into an amended
securities purchase agreement with the investors that provides for the
following: (1) a decrease in the conversion price of the preferred stock from
$0.43 to $0.25 per share, (2) a decrease in the exercise price of the warrants
from $0.55 to $0.30 per share, (3) the termination of all Additional Investment
Rights, (4) an amendment to a provision regarding subsequent transactions that
will permit us to engage in unsecured borrowing, (5) the elimination of a
provision that would have prohibited us from undertaking a reverse or forward
stock split without the consent of the investors, and (6) the elimination of
anti-dilution protection of the conversion price of the preferred stock and
exercise price of the warrants.
PLAN OF OPERATION
We believe we do not have sufficient funds to cover our operating
overhead for the next twelve months. While we had approximately $120,202 of cash
at June 30, 2005, our projected "burn rate" for the current fiscal three-month
period is approximately $100,000 per month. This cash flow rate is
representative of the capital requirements over the twelve-month period from the
date of this report,
21
based on our current growth plan. We anticipate that, if sufficiently funded
over the next twelve months, our focus will be: marketing our products,
supporting customers, and conducting on-going research and development.
Accordingly, we estimate that we will need cash from one or more
external sources of approximately $950,000 to $1,100,000 over the next twelve
months. While we issued warrants as part of our December 2004 private placement
that could potentially result in gross proceeds of $1,279,071 if fully
exercised, we cannot provide any assurance that any of the warrants will be
exercised. Therefore, we intend to conduct additional financings to raise funds
from private investors. However, there are no assurances that we will be able to
complete any such financings.
If we are successful in implementing our growth strategy, management
believes that we can undergo a period of rapid growth. For our AirPatrol
technology, we will actively search for more partners for the provision of
software licenses and related software consultancy and engineering services in
relation to its further development. Management expects AirPatrol Mobile,
AirPatrol Enterprise, AirPatrol Sentinel, AirSafe, Winc 2.1 and pocketWinc 2.0
to ship in greater numbers in 2005, and thus will require further software
developments and upgrades for the remainder of the year. We also intend to enter
into other license agreements for our technology, similar to the source code
licensing agreement described above, during the next 12 months; however, there
are no assurances that we will be successful in entering into any such
agreements.
On April 20, 2005, we announced that we would soon be shipping a range
of new network security solutions designed to protect wired and wireless
networks against the network security vulnerability arising from the deployment
of unauthorized wireless devices. Our suite of new solutions will include:
o AirSafe Enterprise - Cirond AirSafe Enterprise will provide network
administrators with a Microsoft Windows-based tool designed to "put
network administrators back in control of all the wireless-enabled
devices in the company." It is designed to allow them to control how,
when, where - and if users - can connect to wireless networks (and
limiting the networks to which they can connect). It will enable them
to set and enforce wireless usage policies.
o AirPatrol Enterprise Controller - AirPatrol Enterprise Controller will
be a network security appliance based on standard, rack-mounted server
technology that puts all the capabilities Cirond's existing AirPatrol
Enterprise wireless network security and management technology into a
single, easily installable server.
o AirPatrol Enterprise Central Console - AirPatrol Enterprise Central
Console software will enable network administrators to configure and
manage multiple AirPatrol Enterprise installations and locations from
one central console. It will also allow users to connect to and control
AirPatrol Enterprise Server Edition (or AirPatrol Enterprise
Controller) installations through Microsoft Windows Remote Desktop
software.
o AirPatrol Enterprise Remote Viewer - AirPatrol Enterprise Remote Viewer
will be a Window-based software application that allows any network
manager to remotely view AirPatrol Enterprise Server Edition or
AirPatrol Enterprise Controller Floor Plan screens on any network from
which the software is installed.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any material 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
22
expenses, results of operations, liquidity, capital expenditures or capital
resources.
FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-QSB, as well as
statements made by us in periodic press releases, oral statements made by our
officials to analysts and shareholders in the course of presentations about us,
constitute "forward-looking statements". Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors that may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward
looking statements. There are many factors that could cause these
forward-looking statements to be incorrect including, but not limited to, the
following:
o our ability to generate desired technologies;
o the lack of liquidity of our common stock;
o the risks associated with technology companies;
o our ability to find and retain skilled personnel;
o availability of capital;
o the strength and financial resources of our competitors; and
o general economic conditions.
ITEM 3. CONTROLS AND PROCEDURES.
As required by SEC rules, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures at the end of the
period covered by this report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based on this
evaluation, these officers have concluded that the design and operation of our
disclosure controls and procedures are effective. There were no changes in our
internal control over financial reporting or in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any pending legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibits:
- --------------------------------------------------------------------------------
REGULATION
S-B NUMBER EXHIBIT
- --------------------------------------------------------------------------------
2.1 Stock Exchange Agreement by and between Cirond Corporation
(f/k/a eXmailit.com) and Seaside Holdings Inc. (f/k/a Cirond
Technologies Inc.) dated August 29, 2003 (1)
- --------------------------------------------------------------------------------
2.2 First Amendment to Stock Exchange Agreement by and between
Cirond Corporation and Seaside Holdings Inc. (f/k/a Cirond
Technologies Inc.) dated November 13, 2003 (1)
- --------------------------------------------------------------------------------
2.3 Articles of Exchange (2)
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation, as amended (3)
- --------------------------------------------------------------------------------
3.2 Bylaws, as amended (4)
- --------------------------------------------------------------------------------
4.1 Certificate of Designation of Series B 5% Convertible Preferred
Stock (5)
- --------------------------------------------------------------------------------
10.1 Management Advisory Services Agreement with Amber Tiger Holdings
Corp. dated February 1, 2002 (2)
- --------------------------------------------------------------------------------
10.2 Management Advisory Services Agreement with Headline
Technologies Ltd. dated February 1, 2002 (2)
- --------------------------------------------------------------------------------
10.3 Management Advisory Services Agreement with Amber Tiger Holdings
Corp. dated January 1, 2004 (2)
- --------------------------------------------------------------------------------
10.4 2004 Stock Option Plan (6)
- --------------------------------------------------------------------------------
10.5 Agreement with Regency Capital Partners dated October 1, 2004,
as amended November 2, 2004 (7)
- --------------------------------------------------------------------------------
10.6 Form of Securities Purchase Agreement dated as of December 22,
2004 between Cirond Corporation and the Purchasers named therein
(5)
- --------------------------------------------------------------------------------
24
- --------------------------------------------------------------------------------
REGULATION
S-B NUMBER EXHIBIT
- --------------------------------------------------------------------------------
10.7 Registration Rights Agreement dated December 22, 2004 between
Cirond Corporation and the Purchasers named therein (5)
- --------------------------------------------------------------------------------
10.8 Form of Common Stock Purchase Warrant (5)
- --------------------------------------------------------------------------------
10.9 Form of Additional Investment Right (5)
- --------------------------------------------------------------------------------
10.10 Source Code License Agreement dated January 21, 2004 between
Computer Associates International, Inc. and Cirond Networks,
Inc. (8)
- --------------------------------------------------------------------------------
31.1 Rule 13a-14(a) Certification of Chief Executive Officer and
Interim Chief Financial Officer
- --------------------------------------------------------------------------------
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Chief Executive Officer and Interim Chief Financial Officer
- --------------------------------------------------------------------------------
- --------------------
(1) Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated November 25, 2003, filed December 5, 2003.
(2) Incorporated by reference to the exhibits to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2003, filed May 10,
2004.
(3) Incorporated by reference to the exhibits to the registrant's registration
statement on Form 10-SB, filed April 29, 2002.
(4) Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated December 17, 2004, filed December 22, 2004.
(5) Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated December 22, 2004, filed December 23, 2004.
(6) Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated September 20, 2004, filed October 5, 2004.
(7) Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated October 1, 2004, filed December 2, 2004.
(8) Incorporated by reference to the exhibits to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2004, filed March 23,
2005.
25
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.
CIROND CORPORATION
Date: September 15, 2005 By: /s/ NICHOLAS MILLER
-------------------------------------
Nicholas Miller
Chief Executive Officer
Interim Chief Financial Officer
26