U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 0-49648
XXX ACQUISITION CORP.
-----------------------------
(Exact Name of Company as Specified in its Charter)
Nevada 73-1554122
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11 East 44t Street-19th Fl., New York, New York 10017
---------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 687-1222
--------------
(Company's Telephone Number)
Continan Communications, Inc.,
4640 Admiralty Way, Suite 500, Marina del Rey, California 90292
-----------------------------------------------------
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the Company is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes [ ] No [X].
As of November 14, 2008, the Company had 43,213,539 shares of common
stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2008 and
SEPTEMBER 30, 2007................................................ 4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007,
AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 16, 2002)
TO SEPTEMBER 30, 2008............................................. 5
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM INCEPTION (SEPTEMBER 16, 2002) TO SEPTEMBER 30, 2008.. 6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007, AND FOR THE
PERIOD FROM INCEPTION (SEPTEMBER 16, 2002) TO JUNE 30, 2008....... 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS........................ 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.........................................34
ITEM 4. CONTROLS AND PROCEDURES...........................................45
ITEM 4T. CONTROLS AND PROCEDURES ..........................................46
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................47
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.......47
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................................47
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............47
ITEM 5. OTHER INFORMATION.................................................47
ITEM 6. EXHIBITS..........................................................47
SIGNATURES....................................................................48
2
EXPLANATORY NOTE: This Amendment No.1 to Form 10-QSB amends the Company's
Quarterly Report for the fiscal quarter ended September 30, 2008 as filed with
the Securities and Exchange Commission on November 19, 2008, to respond to
certain comments from the Staff of the Securities and Exchange Commission. This
Amendment does not reflect events occurring after the original filing of the
Form 10-QSB, and does not modify or update the disclosures therein in any way
except for changes to Items 4 and 4A(T) Controls and Procedures and to respond
to certain accounting comments of the Staff with regard to the audit report, the
statements of operations, the statements of stockholders' equity and statements
of cash flows. Accordingly, this Form 10-QSB/A should be read in conjunction
with the other filings of the Company made with the Securities and Exchange
Commission subsequent to the filing of the original Quarterly Report on Form
10-QSB, including any amendments to those filings.
FORWARD LOOKING STATEMENTS.
Information in this Form 10-Q contains "forward looking statements" within
the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6
of the Securities Exchange Act of 1934, as amended. When used in this Form 10-Q,
the words "expects," "anticipates," "believes," "plans," "will" and similar
expressions are intended to identify forward-looking statements. These are
statements that relate to future periods and include, but are not limited to,
statements regarding adequacy of cash, expectations regarding net losses and
cash flow, statements regarding growth, need for future financing, dependence on
personnel and operating expenses.
Forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those discussed below,
as well as risks related to the Company's ability to obtain future financing.
These forward-looking statements speak only as of the date hereof. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
NOTE CONCERNING RECENT DEVELOPMENTS:
The Company's financial statements as at September 30, 2008 and the
description and comparison of the Company's business for the periods September
30, 2008 and September 30, 2007 set forth below under Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations" is for
historical purposes only. Effective March 31, 2008 the Company was no longer
engaged in any active business, either directly, or through its wholly-owned
subsidiary, Vocalenvision, Inc. ("Vocalenvision"). On March 31, 2008, the
Company's Board of Directors approved the Company's execution and delivery of an
agreement to sell substantially all the assets of Vocalenvision to Tourizoom,
Inc., a Nevada corporation (the "Buyer" or "Tourizoom"). See the Company's
Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
April 4, 2008 and the exhibits thereto, and the Company's Report on Form 10-KSB
filed with the SEC on April 15, 2008 and the exhibits thereto.
Currently, the Company is not engaged in any active business. Instead, the
Company will pursue other business activities with a company not yet selected in
an industry or business area not yet identified by the Company. There can be no
assurance that the Company will be successful in this effort. Furthermore, under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), the Company will be deemed a "shell company," because it has no or
nominal assets (other than cash) and no or nominal operations. Under recent SEC
releases and rule amendments, any new transaction will be subject to more
stringent reporting and compliance conditions for shell companies.
Currently, the Company has no full-time employees and owns no real estate
and virtually no personal property. The Company will pursue a business
combination, but has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose of
the Company will be to seek the acquisition of or merger with an existing
company. There can be no assurance the Company will succeed in this purpose. See
"Risk Factors" in the Company's Form 10-KSB filed with the SEC on April 15, 2008
and in this Report on Form 10-Q.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2008
ASSETS
------
September 30, September 30,
2008 2007
----------- -----------
CURRENT ASSETS:
Cash $ -- $ 1,058
Notes Receivable 200,000 --
Stock Receivable 81,357 --
----------- -----------
Total current assets 281,357 1,058
----------- -----------
FURNITURE AND EQUIPMENT, net -- 27,873
OTHER ASSETS:
Intangible assets, net -- 56,645
Developed software, net -- 508,652
Security deposit -- 3,595
----------- -----------
Total other assets -- 568,892
----------- -----------
Total assets $ 281,357 $ 597,823
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
Accounts payable $ 410,872 $ 155,871
Accrued liabilities 127,463 114,579
Accrued interest on notes payable - related party -- 42,555
Accrued interest on notes and advances payable 172,022 21,533
Accrued management fees 18,419 280,910
Current portion of capital leases -- 4,707
Notes payable - related party -- 232,610
Notes and advances payable 960,313 87,586
Income tax payable 800 800
Liability for derivative instruments -- 579
----------- -----------
Total current liabilities 1,689,889 941,730
----------- -----------
Long term liabilities:
Capital leases, net of current portion -- 1,859
Shareholders' deficit:
Preferred stock, par value of $0.001
10,000,000 shares authorized -0- and 8,219 issued and outstanding -- 8
Common stock; par value of $0.001;
100,000,000 shares authorized
43,213,522 issued and outstanding 43,214 32,676
Additional paid in capital 6,362,651 7,215,122
Deficit accumulated during the development stage (7,814,397) (7,593,572)
----------- -----------
Total shareholders' deficit (1,408,532) (345,766)
----------- -----------
Total liabilities and shareholders' deficit $ 281,357 $ 597,823
=========== ===========
See accompanying notes to financial statements
4
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Period from
For the three For the three For the nine For the nine September 16, 200
Months ended Months ended Months ended Months ended (inception) to
September 30, September 30, September 30, September 30, September 30,
2008 2007 2008 2007 2008
------------ ------------ ------------ ------------ ------------
REVENUES: $ $ 1,600 $ $ 2,042 $ 154,239
EXPENSES:
Direct costs 1,884 14,246 402,081
Selling expenses 21,145 59,823 1,729,326
Depreciation and amortization 14,771 33,598 203,734
General and administrative expenses 45,121 245,380 124,032 537,235 4,693,467
------------ ------------ ------------ ------------ ------------
Total expenses 45,121 283,180 124,032 644,902 7,028,608
OTHER INCOME (EXPENSES), net:
Interest expense (25,879) (16,271) (70,234) (32,382) (388,924)
Other expense (411) (954)
Loss on derivative instruments (841,821)
Other income (134,345)
------------ ------------ ------------ ------------ ------------
Total other income (expenses), net (25,879) (16,271) (70,234) (32,793) (1,366,044)
Loss Before Discontinued Operations (71,000) 265,209 (194,266) (675,653) (8,240,413)
Gain from Discontinued Operations -- -- 430,016 -- 430,016
------------ ------------ ------------ ------------ ------------
Income (loss) before provision for income taxes (71,000) 265,209 235,750 (675,653) (7,810,397)
Provision for income taxes 4,000
------------ ------------ ------------ ------------ ------------
Net Income (loss) $ (71,000) $ 265,209 $ 235,750 $ (675,653) $ (7,814,397)
============ ============ ============ ============ ============
Net loss per share - basic and diluted $ 0.00 $ (0.01) $ 0.00 $ (0.03) $ (0.22)
============ ============ ============ ============ ============
Weighted average shares of common
stock outstanding - basic 43,213,522 30,517,805 43,213,522 27,447,920 36,098,193
============ ============ ============ ============ ============
See accompanying notes to financial statements
5
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)
Deficit
Accumulated Total
Preferred Stock Common Stock Additional During the Shareholders
------------------------ ------------------------- Paid in Development Equity
Shares Par Value Shares Par Value Capital Stage (Deficit)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2004 3,000,000 $ 3,000 0 $ 0 $ 2,123,608 $ (958,325) $ 1,168,283
Net (loss) (1,053,248) (1,053,248)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2005 3,000,000 3,000 2,123,608 (2,011,573) 115,035
Net (loss) (305,880) (305,880)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2005 3,000,000 3,000 2,123,608 (2,317,453) (190,845)
Reverse acquisition, May 2006 1,699,108 1,699 971,820 973,519
Stock options granted for
consulting services 40,343 40,343
Stock options granted to
employees 33,619 33,619
Stock options granted to
management 58,273 58,273
Stock options granted for
finders fees 37,737 37,737
Fees on reverse acquisition (37,737) (37,737)
Issue of common stock
upon exercise of warrants 290,000 290 (290) --
Issue of common stock
for consulting service 249,500 250 548,750 549,000
Conversion of preferred stock
to common stock (3,000,000) (3,000) 20,250,000 20,250 (17,250) --
Conversion of N/P to Common
stock - Rackgear Inc. 210,914 211 63,063 63,274
Conversion of A/P in the amount
of $12,698 to Common stock 22,650 23 12,675 12,698
Conversion of Advances Payable
to Preferred stock - First
Bridge Inc, et al 5,510 6 550,951 550,957
Conversion of N/P to Common
stock - Kurt Hiete 200,000 200 60,326 60,526
Net income 235,750 235,750
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2008 -- $ -- 43,213,522 $ 43,214 6,362,651 $(7,814,397) $(1,408,532)
=========== =========== =========== =========== =========== =========== ===========
See accompanying notes to financial statements
6
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)
Period from
For the nine For the nine September 16, 2002
months ended months ended (inception) to
September 30, September 30, September 30,
2008 2007 2008
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 235,750 $ (940,090) $(7,814,397)
Adjustments to reconcile net loss to net cash --
used in operating activities: --
Depreciation and amortization 15,013 48,369 218,746
(Gain) loss on sale of discontinued operations (511,567) (511,567)
Stock compensation for consulting services and options
granted to management and employees 747,808 2,521,178
Loss on Settlement of debt (1,572) 134,407
Write-off of prepaid expenses 562,678
Write-off of notes payable (120,267)
Write-off of accounts payable 3,059
(Increase) decrease in assets:
Accounts receivable --
Other receivables 1,758
Security deposit 4,805
Prepaid expenses 500 (3,595)
Increase (decrease) in liabilities:
Accounts payable 62,471 (291,661) 740,839
Taxes payable 800 --
Accrued liabilities 20,201 177,450
Accrued interest on notes payable - related party 6,275 (11,693) 93,057
Accrued interest on notes payable 72,234 1,853 219,685
Management fees 36,000 78,429 479,536
----------- ----------- -----------
Net cash used in operating activities (83,824) (340,493) (3,299,191)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for intangible assets (101,369)
Payment for software development costs (428,987)
Purchase of equipment (22,255) (24,123)
----------- ----------- -----------
Net cash used in investing activities -- (22,255) (554,479)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -- 247,500
Borrowings on convertible note payable 15,000 --
Liability for derivative instruments -- --
Payments on note payable-related party (849) (2,063)
Borrowings on notes payable - related party 24,801 2,404,292
Payments on Notes Payable 23,417 -- 277,003
Borrowings on notes payable 61,770 320,000 952,727
Payments on capital lease obligations (1,363) (3,856) (25,789)
----------- ----------- -----------
Net cash provided by financing activities 83,824 355,096 3,853,670
----------- ----------- -----------
See accompanying notes to financial statements
7
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Period from
For the nine For the nine September 16, 2002
months ended months ended (inception) to
September 30, September 30, September 30,
2008 2007 2008
---------- ----------- ----------
(DECREASE) INCREASE IN CASH $ -- $ (7,652) $ --
CASH, beginning of the period -- 8,710 --
---------- ----------- ----------
CASH, end of the period $ -- $ 1,058 $ --
========== =========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid -- -- 408,159
========== =========== ==========
Income taxes paid -- -- 4,000
========== =========== ==========
SUPPLEMENTAL DISCLOSURES OF
NON CASH INVESTING AND FINANCING ACTIVITIES $ -- $ -- $ 30,250
========== =========== ==========
Furniture and equipment acquired through exchange of stock $ -- $ -- $ 165,000
========== =========== ==========
Developed software acquired through exchange of stock $ -- $ -- $ --
========== =========== ==========
Conversion of note payable to preferred stock $ -- $ -- $2,281,515
========== =========== ==========
Conversion of notes payable and accrued interest into common stock $ -- $ 602,530 $ 68,940
========== =========== ==========
Conversion of A/P into common stock $ -- $ -- $ 12,698
========== =========== ==========
Cancellation of conversion of A/P $ -- $ -- $ 29,843
========== =========== ==========
Purchase of equipment through capital leases $ -- $ 81,130 $ 29,843
========== =========== ==========
Stock issued for consulting services $ -- $ 33,150 $ 82,000
========== =========== ==========
Issue of common stock upon exercise of warrants $ -- $ -- $ 5,800
========== =========== ==========
See Accompanying Notes to Financial Statements
8
XXX ACQUISITION CORP.
(formerly known as CONTINAN COMMUNICATIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION
Texxon, Inc. ("Texxon") was incorporated on October 6, 1998, under the laws of
the State of Oklahoma. Since inception, the Company's primary focus was raising
capital and paying for the exclusive licenses. Pursuant to the Company's Share
Agreement with TelePlus, Inc., a California corporation ("TelePlus"), the
Company's focus is now centered on the development and marketing of wireless
networks and specific services for international travelers.
In May 2006, Texxon and the stockholders of TelePlus completed a Share Exchange
Agreement whereas the Company acquired all of the outstanding capital stock of
TelePlus from the TelePlus stockholders in exchange for 3,000,000 shares of
voting convertible preferred stock convertible into 81,000,000 shares of Company
common stock. This transaction constituted a change of control of the Company
whereby the majority of the shares of Texxon are now owed by the stockholders of
TelePlus. The accounting for this transaction is identical to that resulting
from a reverse-acquisition, except that no goodwill or other intangible assets
is recorded. As a result, the transaction was treated for accounting purposes as
a recapitalization by the accounting acquirer TelePlus. The historical financial
statements will be those of TelePlus. On November 22, 2006, Texxon, the Oklahoma
corporation, for the sole purpose of re-domestication in Nevada, filed Articles
of Merger with the Secretaries of State of the States of Oklahoma and Nevada
pursuant to which Texxon, the Oklahoma corporation, was merged with and into
Texxon, Inc., a Nevada corporation, with the Nevada corporation remaining as the
surviving entity. Immediately following the merger, the Nevada company changed
its name to Continan Communications, Inc. ("Company") and its articles of
incorporation were amended such that the number of common stock and preferred
stock is increased from 45,000,000 to 100,000,000 and from 5,000,000 to
10,000,000, respectively. On December 1, 2006, the Company executed a 1 for 20
reverse stock split of all its issued and outstanding shares of common stock.
Additionally, all convertible preferred stocks were converted into 20,250,000
shares of common stock.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION.
As a result of the Share Exchange Agreement, the Company acquired 100% of the
stock of TelePlus, Inc. and TelePlus has become a wholly owned subsidiary of the
Company. The consolidated financial statements include the accounts of the
parent and its subsidiary. All significant intercompany transactions have been
eliminated in the consolidation. TelePlus was incorporated in the State of
California on September 16, 2002.
The Company is in the development stage, as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises", with its principal activity being to leverage its
proprietary content management software to deliver life enhancing, language
specific, contents and services via a cellular phone.
9
CASH AND CASH EQUIVALENTS.
The Company defines cash and cash equivalents as short-term investments in
highly liquid debt instruments with original maturities of three months or less,
which are readily convertible to known amounts of cash.
USE OF ESTIMATES.
The preparation of financial statements in conformity with generally accepted
accounting principles requires 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.
FINANCIAL INSTRUMENTS.
Financial accounting standards require disclosure of the fair value of financial
instruments held by the Company. Fair value of financial instruments is
considered the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying amount of receivables,
accounts payable, and other liabilities included on the accompanying balance
sheet approximate their fair value due to their short-term nature.
FURNITURE AND EQUIPMENT.
Furniture and equipment are carried at cost and depreciation is computed over
the estimated useful lives of the individual assets ranging from 3 to 15 years.
The Company uses the straight-line method of depreciation.
The related cost and accumulated depreciation of assets retired or otherwise
disposed of are removed from the accounts and the resultant gain or loss is
reflected in earnings. Maintenance and repairs are expensed currently while
major renewals and betterments are capitalized.
INTANGIBLE ASSETS.
Intangible assets consist of patent application costs that relate to the
Company's U.S. patent application and consist primarily of legal fees, the
underlying test market studies and other direct fees. The recoverability of the
patent application costs is dependent upon, among other factors, the success of
the underlying technology.
DEVELOPED SOFTWARE.
Developed software is carried at the cost of development and amortization is
computed over the estimated useful life of the software that is currently 15
years. The Company uses the straight-line method of amortization.
10
IMPAIRMENT OF LONG-TERM ASSETS.
Long-term assets of the Company are reviewed annually as to whether their
carrying value has become impaired. Management considers assets to be impaired
if the carrying value exceeds the future projected cash flows from related
operations. Management also re-evaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives. As of September 30, 2008 the Company does not have any
long-term assets for which this re-evaluation needs to occur.
INCOME TAXES.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.
REVENUE RECOGNITION.
The Company recognizes revenues: (i) for the wholesale product sold by the
Company to international wireless providers, when its proprietary software
confirms that the user of its services has been billed by the international
wireless providers; (ii) for the "Travel Kit" distributed through strategic
travel industry related distribution channels; and (iii) for the sale of the SIM
cards to retailers, when the credit card of the user has been debited for usage
or for access to Company provided interpretation and/or assistance services.
CAPITAL LEASES.
Assets held under capital leases are recorded at the lower of the net present
value of the minimum lease payments or the fair value of the leased asset at the
inception of the lease. Amortization expense is computed using the straight-line
method over the shorter of the estimated useful lives of the assets or the
period of the related lease.
STOCK BASED COMPENSATION.
The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment ("SFAS No.
123R"). SFAS No. 123R requires companies to measure and recognize the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value. SFAS No. 123R eliminates the ability to account
for the award of these instruments under the intrinsic value method prescribed
by Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS No. 123.
11
EARNINGS PER SHARE.
SFAS No. 128, "Earnings Per Share," requires presentation of basic earnings per
share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). The
computation of basic earnings per share is computed by dividing income available
to common stockholders by the weighted-average number of outstanding common
shares during the period. Diluted earnings per share gives effect to all
dilutive potential common shares outstanding during the period. The computation
of diluted earnings per share does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on losses. As all
dilutive securities have an antidilutive effect on 2008 and 2007 earnings per
share, the securities have been excluded from the earnings per share
calculation.
ACCOUNTING FOR OPTIONS AND WARRANTS.
During the period ended December 31, 2006, the Company issued warrants and
options to numerous consultants and investors for services and to raise capital.
During the period up until the recapitalization performed on December 1, 2006
(Note 1), the Company did not have sufficient authorized shares in order to
issue these options should they be exercised. Because of the lack of authorized
shares, the Company therefore needed to follow derivative accounting rules for
its accounting of options and warrants.
The Company accounted for options and warrants issued in connection with
financing arrangements in accordance with Emerging Issues Task Force ("EITF")
Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock." Pursuant to EITF 00-19, the
Company was to recognize a liability for derivative instruments on the balance
sheet to reflect the insufficient amounts of shares authorized, which would have
otherwise been classified into equity. An evaluation of specifically identified
conditions was then made to determine whether the fair value of warrants or
options issued was required to be classified as a derivative liability. The fair
value of warrants and options classified as derivative liabilities was adjusted
for changes in fair value at each reporting period, and the corresponding
non-cash gain or loss was recorded in the corresponding period earnings.
In December 2006, the Company completed a reincorporation by merger with
Texxon-Nevada, which, therefore, allowed the Company to increase its authorized
preferred and common shares from 5,000,000 to 10,000,000 shares and from
45,000,000 to 100,000,000 shares, respectively.
At the date of reincorporation, the Company recalculated the value of its
options and warrants at the current fair value, and recorded an increase to
equity and a decrease to derivative liabilities for the fair value of the
options and warrants. The difference between the liability and the recalculated
fair value was recorded as a gain or loss.
12
RECENT ACCOUNTING PRONOUNCEMENTS.
In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115." SFAS No. 159
permits companies to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value. The objective of SFAS No. 159 is to provide opportunities to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply hedge accounting provisions.
SFAS No. 159 also establishes presentation and disclosure requirements designed
to facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 will be
effective in the first quarter of fiscal 2008. The Company is currently
evaluating the impact that this statement will have on its financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which addresses the measurement of fair value by companies when they are
required to use a fair value measure for recognition or disclosure purposes
under GAAP. SFAS No. 157 provides a common definition of fair value to be used
throughout GAAP that is intended to make the measurement of fair value more
consistent and comparable and improve disclosures about those measures. SFAS No.
157 will be effective for an entity's financial statements issued for fiscal
years beginning after November 15, 2007. The Company is currently evaluating the
effect SFAS No. 157 will have on its consolidated financial position, liquidity,
or results of operations.
In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting
for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109".
FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized
in a company's financial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes". FIN No. 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN No. 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The requirements of FIN No. 48 are
effective for fiscal year beginning January 1, 2007; the Company does not expect
adoption of this new interpretation to have a material impact on its financial
position, results of operations or cash flows.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments," an amendment of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities"), and SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
In this context, a hybrid financial instrument refers to certain derivatives
embedded in other financial instruments. Among other things, SFAS No. 155
permits fair value re-measurement of any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation under
SFAS No. 133. In addition, SFAS No. 155 establishes a requirement to evaluate
interests in securitized financial assets in order to identify interests that
are either freestanding derivatives or "hybrids" which contain an embedded
derivative requiring bifurcation. SFAS No. 155 also clarifies which
interest/principal strips are subject to SFAS No. 133, and provides that
concentrations of credit risk in the form of subordination are not embedded
13
derivatives. Lastly, SFAS No. 155 amends SFAS No. 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative. When SFAS No. 155 is adopted, any difference between the total
carrying amount of the components of a bifurcated hybrid financial instrument
and the fair value of the combined "hybrid" must be recognized as a
cumulative-effect adjustment of beginning deficit/retained earnings. SFAS No.
155 is effective for all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006.
Earlier adoption is permitted only as of the beginning of a fiscal year,
provided that the entity has not yet issued any annual or interim financial
statements for such year. Restatement of prior periods is prohibited. Management
does not believe this pronouncement will have a significant impact on its future
financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS
No. 154 requires retrospective application to prior periods' financial
statements for changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle, such as a change in
non-discretionary profit-sharing payments resulting from an accounting change,
should be recognized in the period of the accounting change. SFAS No. 154 also
requires that a change in depreciation, amortization, or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting
estimate affected by a change in accounting principle. SFAS No. 154 is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting changes and
corrections of errors made in fiscal years beginning after the date this
Statement is issued. The adoption of this Statement did not have a material
impact on its financial position, results of operations or cash flows.
NOTE 3 - GOING CONCERN
THE COMPANY HAS NO SIGNIFICANT OPERATING HISTORY AND, FROM (INCEPTION) TO
SEPTEMBER 30, 2008, HAS GENERATED A NET LOSS OF $7,807,547. THE ACCOMPANYING
FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2008 HAVE BEEN PREPARED
ASSUMING THE COMPANY WILL CONTINUE AS A GOING CONCERN. DURING FISCAL YEAR 2006,
MANAGEMENT COMPLETED A REVERSE MERGER WITH TEXXON AND INTENDED TO RAISE EQUITY
THROUGH A PRIVATE PLACEMENT. IN MARCH 2008 THE COMPANY SOLD SUBSTANTIALLY ALL
ITS ASSETS TO TOURIZOOM, INC. THE ABILITY OF THE COMPANY TO CONTINUE WIL DEPEND
UPON ITS ABILITY TO RAISE CAPITAL AND TO FIND A NEW BUSINESS TO OPERATE.
THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS TO REFLECT
THE POSSIBLE FUTURE EFFECTS ON THE RECOVERABILITY AND CLASSIFICATION OF ASSETS
OR THE AMOUNTS AND CLASSIFICATIONS OF LIABILITIES THAT MAY RESULT FROM THE
POSSIBLE INABILITY OF THE COMPANY TO CONTINUE AS A GOING CONCERN.
14
NOTE 4 - FURNITURE AND EQUIPMENT
Furniture and equipment consisted of the following as of September 30, 2008 and
September 30, 2007
2008 2007
----------- ----------
Furniture and fixtures $ -- $ 12,272
Computers and equipment -- 66,211
----------- ----------
Total -- 78,483
Less: accumulated depreciation -- (56,451)
----------- ----------
Machinery and equipment, net $ -- $ 21,922
=========== ==========
Depreciation expense amounted to $4,011 for the period ended September 30, 2008
and $12,091 for the nine months ended September 30, 2007.
NOTE 5 - CONCENTRATION OF CREDIT RISK
The Company maintains its cash in bank deposit accounts and the balances may
exceed federally insured limits from time to time. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant risks on its cash in bank deposit accounts. As of September 30,
2008, the Company did not have deposits in excess of federally insured limits.
NOTE 6 - DEVELOPED SOFTWARE
The Company has developed internal use software for the purpose of managing its
wireless network and specific services. The total capitalized cost of this
software at September 30, 2008 was $0 and December 31, 2007 was $593,986.
Accumulated amortization amounted to $0 and $95,605 as of September 30, 2008 and
December 31, 2007, respectively. Amortization expense amounted to $9,899 and
$28,749 for the periods ended September 30, 2008 and September 30,2007.
NOTE 7 - INTANGIBLE ASSETS
Intangible assets consisted of the following at September 30, 2008 and September
30, 2007:
2008 2007
--------- ---------
Patent application costs $ -- $ 60,982
Website development costs -- 40,908
Network interconnection -- 5,300
--------- ---------
Total -- 107,190
Less: accumulated amortization -- (51,656)
--------- ---------
Intangible assets, net $ -- $ 55,534
========= =========
15
Amortization expense amounted to $0 for the period ended September 30, 2008 and
$7,530 for the period ended September 30, 2007.
NOTE 8 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at September 30, 2008 are as
follows:
Deferred tax asset
Federal net operating loss $ 1,634,492
State net operating loss 414,527
-----------
Total deferred tax asset 2,049,019
Less valuation allowance (2,049,019)
-----------
Deferred tax asset, net $ --
===========
At September 30, 2008 and December 31, 2007, the Company had federal and state
net operating loss ("NOL") carryforwards of approximately $5,4014,539 and
$4,873,839, respectively. Federal NOLs could, if unused, expire in 2024. State
NOLs, if unused, could expire in 2014.
The Company has provided a 100% valuation allowance on the deferred tax assets
at September 30, 2008 and December 31, 2007 to reduce such asset to zero, since
there is no assurance that the Company will generate future taxable income to
utilize such asset. Management will review this valuation allowance requirement
periodically and make adjustments as warranted.
The reconciliation of the effective income tax rate to the federal statutory
rate for the periods ended September 30, 2008 and December 31, 2007 are as
follows:
2008 2007
------ ------
U. S. Federal Statutory rate 34.0% 34.0%
State tax rate, net of federal benefit 6.0 6.0
Less valuation allowance (40.0) (40.0)
------ ------
Effective income tax rate -- % -- %
====== ======
16
NOTE 9 - RELATED PARTY TRANSACTIONS
NOTES PAYABLE.
The Company has received loans from related parties. These related parties
consist of various members of management who are also stockholders. The related
parties also consist of an employee, a relative of the CEO, and a stockholder of
the Company. As of September 30, 2008 and December 31, 2007, the Company had
loans due to related parties of $ 0 and $284,223, respectively. Loans due to
related parties consisted of the following:
2008 2007
----------- ----------
Promissory note issued to Claude Buchert, CEO, on December 30, 2004 with
interest of 10%. Principal along with accrued interest are due
on or before June 30, 2005. $ -- $ 57,428
Promissory note issued to Edward Shirley, relative of Vice President, on
February 23, 2004 with interest of 10%, with the remaining principal
balance and accrued interest due on December 31, 2004. -- 30,000
Promissory notes issued to Humax West, Inc., stockholders, on various dates
between January 26, 2006 and February 16, 2006 with interest of 10%. Principal
along with accrued interest are payable on the maturity date March 30, 2006.
The amount due in 2005 contain options for the Holder to receive shares of the
Company stock in lieu of repayment of principal and was converted in 2006. The
2006 loan is non-convertible. --
30,000 (1)
Promissory note issued to Stephanie Buchert, relative of CEO, on May 1, 2004
with interest of 10%, with the outstanding principal balance and
accrued interest due on December 31, 2004. -- 9,093
Promissory note issued to Helene Legendre, Vice President and stockholder, on
June 30, 2004 with interest of 10%, with the remaining principal balance
and accrued interest due on December 31, 2004. -- 157,702
----------- ----------
Totals notes payable - related $ -- $ 284,223
=========== ==========
(1) The number for Humax West, Inc. for December 31, 2006 was incorrectly
reported in the March 31, 2007 Form 10-OQSB as $326,000.
17
Total interest expense for the periods ended September 30, 2008 and September
30, 2007 for related parties amounted to $78,509 and $10,553, respectively. The
Company is currently in default on various notes payable and is in the process
of negotiating settlements or payments. All notes are included in current
liabilities.
MANAGEMENT FEES.
The Company has employment agreements with two members of management through
March 2008. These agreements are cancelable at any time by the Company or member
of management. As of September 30, 2008 and December 31, 2007, the Company had
$18,419 and $280,910, respectively, payable to management in arrears under these
agreements. Expenses related to these agreements are recorded in general and
administrative expense and amounted to $36,000 and $126,737 for the periods
ended September 30, 2008 and September 30, 2007, respectively.
NOTE 10 - LEASES
The Company is temporarily occupying office space rent free.
CAPITAL LEASES.
The Company has no existing capital leases at this time.
NOTE 11 - NOTES and ADVANCES PAYABLE
As of September 30, 2008 and December 31, 2007, the Company had notes and
advances payable of $960,313 and $978,543, respectively.
2008 2007
-------- --------
Promissory note issued to James Bell on May 26,
2004 in the amount or $25,000 with interest of
10%. There are no monthly payments and the
principal along with the accrued interest is due
on or before December 31, 2005 or the date the
Company received proceeds from the public offering
of its shares, whichever is earlier. The
promissory note contains an option for the holder
to receive 1% of the outstanding shares in lieu of
repayment of principal. $ -- $ 25,000
Promissory notes issued to ARABIA Corporation on
various dates between September 18, 2003 and May
18, 2004 with interest of 10%. Principal along
with accrued interest is payable on the maturity
dates between September 18, 2004 and December 31,
2004. -- 55,000
Promissory note issued to Sax Public Relations,
Inc. December 1, 2005 with interest accruing from
September 1, 2005 at 10%. Payments of $1,000 to be
made monthly beginning February 1, 2006 through
March 2007. 7,586 7,586
Advances made by First Bridge Capital Inc, et al,
with interest accruing at 10%. There are no
monthly payments and the principal along with the
accrued interest is due on or before December 31,
2007 or the date the Company received proceeds
from the public offering of its shares,whichever
is earlier 952,727 890,957
-------- --------
Total notes and advances payable $960,313 $978,543
======== ========
18
The Company is currently in default on various notes payable and is in the
process of negotiating settlements or payments. All notes payable are included
in current liabilities.
NOTE 12 - STOCKHOLDERS' EQUITY
Following the completion of the reverse merger, the Company had two classes of
stock.
PREFERRED STOCK.
An investor has subscribed to 150 shares of preferred stock, which was not yet
designated. The Company still has not designated the preferred stock and is
holding the subscription.
COMMON STOCK.
The Company has one class of common stock with a par value of $0.001. The
Company had 45,000,000 shares authorized and 44,772,159 issued and outstanding
just prior to December 1, 2006 in connection with the Company's re-domestication
(see Note 1). On December 1, 2006, the Company implemented a 1 for 20 reverse
stock split of all its issued and outstanding shares. After the reverse stock
split, there were 2,238,608 shares of common stock issued and outstanding. At
the date of the reverse split, the Company had 3,000,000 shares of convertible
preferred stock issued and outstanding. All preferred shares were converted into
20,250,000 shares of post reverse split common stock.
Prior to the reverse split, the Company had made promises to issue more common
stock, but was unable to due to a lack of authorized shares. Before the merger
completed in November 2006, the Company was in the process of attempting to
increase the number of authorized common stock shares. Accordingly all promises
to issue common stock were classified as a liability. See descriptions of
transactions below.
(a) In December 2006, accounts payable to a consulting company in the amount of
$12,698 was converted into 22,650 common shares with a par value of $0.001 per
share. The Company recorded common stock in the amount of $23 and additional
paid in capital ("APIC") in the amount of $12,675. As of March 31, 2007, this
agreement was finalized. However, stock certificates were not issued until
subsequent to year-end. As of March 31, 2008, 2007, the shares were considered
outstanding.
(b) In December 2006, accounts payable to a consulting company in the amount of
$34,830 was converted into 35,000 common shares with a par value of $0.001 per
share. The Company recorded common stock in the amount of $35 and APIC in the
amount of $34,795. As of March 31, 2007, this agreement was finalized. However,
stock certificates were not issued until subsequent to year-end. As of March 31,
2007, the shares were considered outstanding.
(c) In August 2006, the Company entered into a funding agreement with First
Bridge Capital Incorporated for working capital purposes. First Bridge Capital
will make serial investments in the maximum amount of $1,000,000 for a future
exchange of the Company's convertible preferred stock. Before re-domestication,
the Company had received $538,500 in advance payments from First Bridge Capital.
However, after the re-domestication was completed, all advance payment of
$538,500 and related accrued interests of $12,456 were converted into 5,510
shares of preferred stock at year end, on the basis of 1 preferred share issued
for each $100 owed. As of March 31, 2007, this agreement was finalized. However,
stock certificates were not issued until subsequent to year-end. As of March 31,
2007, the shares were considered outstanding.
19
In January 2007, First Capital issued a note in the amount of $15,000 to the
Company. After the inception of the note, the Company entered into an agreement
with First Bridge Capital and converted the note into 150 shares of preferred
stock on the basis of 1 preferred share issued for each $100 owed. At the date
of conversion, the market price of preferred stock was $0.51. The company
recorded $0.15 of preferred stock account and $14,999.85 of additional paid in
capital.
In connection with the funding agreement, the Company issued First Bridge
Capital 50,000 (1,000,000 pre reverse split) common stock warrants. These
warrants were valued at $20,000 as that was the cash payment equivalent of the
value of services. The Company accounted for these warrants as a liability for
derivative instruments as they didn't have enough authorized shares to issue
stock for these warrants. The Company valued these warrants at September 30,
2006 using the Black-Scholes model and determined that the value as of September
30, 2006 was $4,965. Accordingly the Company recognized a gain on the change in
fair value of derivative instruments in the amount of $15,035 and reduced their
initial $20,000 liability to $4,965. The factors used for the Black Scholes
model were a market price of $0.05 per share; volatility of 150%; risk free
interest rate of 6%; exercise price of $0.001 per share; and an estimated life
of 4.8 years.
As a result of recapitalization in November 2006, the Company had more shares
authorized to be issued. Therefore, the derivative liability in the amount of
$4,965 arisen due to a lack of authorized shares had to be eliminated and
accounted for as equity. The value for the derivative liability needed to be
re-calculated using the Black Scholes model as of December 1, 2006 (the date of
the reverse split). The recalculated value of the derivative liability was
$14,836, which became an addition to APIC. The remaining value of $9,871, after
eliminating derivative liability, was recognized as a loss on derivative. The
factors used for the Black Scholes model were a market price of $0.30 per share;
volatility of 178%; risk free interest rate of 4.39%; exercise price of $.02 per
share; and an estimated life of 4.55 years.
(d) In January 2007, the Company issued 65,000 shares of common stock with a par
value of $0.001 to Karen Dix for consulting services provided to the Company. At
the date of issuance, the market price of the Company's common stock was $0.51
per share. The Company recorded $65 in common stock and $33,085 in additional
paid in capital.
(e) In 2006, a third party exercised 290,000 (5,800,000 pre reverse-split)
warrants pursuant to a settlement agreement executed on December 31, 2005. The
Company issued 290,000 shares of its common stock related to the transaction and
the value was recorded as paid in capital.
(f) In July 2006, a settlement agreement was agreed upon between the Company and
a consulting group for financial public relations services that was performed.
The Company was to issue 7,700,000 shares of common stock for compensation for
the services performed by the consulting group. The value of the shares on the
date of issuance was based on the fair market value of the common shares on the
date of settlement. The Company had recorded this expense as public relations
services expense in the amount of $847,000. However, the Company did not have
sufficient common shares authorized and did not have sufficient un-issued shares
available to settle this contract at the time of settlement. Therefore,
4,990,000 (249,500 post split) common shares were issued to the consulting group
as of September 30, 2006. The Company still owed 2,710,000 shares to complete
this settlement. A liability to issue the remaining shares was recorded based on
the market price at the time of the settlement of $0.11 per share.
20
As of September 3, 2006, the stock price had fallen to $0.05 per share.
Accordingly the Company recognized a gain on the change in fair value of
derivative instruments of $162,600 for the three months ending September 30,
2006. The remaining liability of $135,400 was included on the balance sheet as a
liability for derivative instruments. Following the company's recapitalization,
2.71 million shares of common stock were issued to the consulting group on
December 11, 2006. Per the settlement, these shares were not adjusted for the
reverse split. Therefore, the derivative liability in the amount of $135,400
arisen due to a lack of authorized shares had to be eliminated and accounted for
as equity. In addition, due to changes in market value for common stock, the
value for the derivative liability needed to be adjusted before any changes were
made as of December 11, 2006. The recalculated value for the derivative
liability was $1,626,000, of which $54,200 was recognized as common stock and
$1,571,800 was recognized as APIC. The remaining value after offsetting
derivative liability in the amount of $1,626,000 was recognized as a loss on
derivative after elimination of the derivative liability. The adjusted value of
the derivative was calculated by number of shares to be issued multiplied by the
market price per share at the time of issuance.
(g) In 2006, the Company contracted with a third party to perform public
relations services that amounted to $24,000. The Company agreed to pay for these
services in common stock based upon the average 30 day trading price at a
specified time during the year. The average trading price determined was $0.29
per share, resulting in the need to issue 4,137 (82,759 pre reverse split)
shares of stock. The Company did not have sufficient authorized common shares
available to settle this contract. Therefore a liability was accrued for the
service expense incurred of $24,000. As of September 30, 2006, the price of the
stock had dropped to $0.05 per share. Accordingly, the company recognized a gain
on the change in fair value of derivative instruments of $19,862 for the three
months ended September 30, 2006. The remaining liability of $4,138 was included
on the balance sheet as a liability. As of December 31, 2006,the market value of
derivative liability was $2,152, which was calculated by multiplying 4,137
shares with market price on December 31, 2006 of $0.52. The difference of $1,986
was, then, recognized as gain on derivative, accordingly.
The following schedule summarizes the total liability originally recognized, the
gain (loss) during the last fiscal year, the amount transferred to equity upon
recapitalization and the remaining liability at September 30,2008.
Original Gain/(Loss) Liability as of
Liability Recognized Equity December 31, 2006
----------- ----------- ----------- --------------
Promise to issue convertible
preferred stock $ 481,382 $ -- $ 481,382 $ --
Settlement of 2,710,000 common
shares due 298,000 (1,328,000) 1,626,000 --
82,579 shares due to public
relations firm 24,000 21,848 -- 2,152
Common stock warrants to First
Bridge Capital 20,000 5,164 14,836 --
Non-employee stock option and
warrants (Note 13) 581,157 459,166 121,991 --
----------- ----------- ----------- --------------
Total 923,000 (841,822) 1,762,827 2,152
Grand Total $ 1,404,539 $ (841,822) $ 2,244,209 $ 2,152
=========== =========== =========== ==============
21
NOTE 13 - STOCK OPTIONS AND WARRANTS
(a) In January 2004, the Company granted an option to purchase 152,813
(3,056,250 pre reverse split) restricted shares of common stock, exercisable at
$1.00 ($0.05 pre split) per share, to a non-employee; this option vested in
April 2004. This option expires in January 2010 and was not valued at grant
date. Because the Company did not have sufficient shares authorized to issue if
the option was exercised, this amount was recorded as a derivative and
classified on the balance sheet as a liability for derivative instruments. The
Company revalued this option at September 30, 2006 using the Black-Scholes model
and determined that the value of this option was $136,431. Accordingly, the
Company recognized a loss on the change in fair value of derivative instruments
of $136,431 and increased the liability due as of September 30, 2006 to
$136,431. The factors used for the Black Scholes model were a market price of
$0.05 per share; volatility of 150%; risk free interest rate of 6%; exercise
price of $0.05 per share; and an estimated life of 4.25 years.
As a result of completed recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $136,431 arisen due to a lack of authorized shares had to be
eliminated and accounted for as equity. In addition, due to changes in market
value for the common stock, the value for the derivative liability had to be
recalculated using the Black-Scholes model as of December 1, 2006 (the date of
reverse split). The recalculated value for the derivative liability was $40,250,
which became an addition to APIC. The remaining difference of $96,181, after
eliminating derivative liability, was recognized as a gain on derivative. The
factors used for the Black-Scholes model were a market price of $0.30 per share;
volatility of 178%; risk free interest rate of 4.39%; exercise price of $1.00
per share; and an estimated life of 4 years.
(b) In September 2005, the Company granted an option to purchase 40,750 (815,000
pre reverse split) restricted shares of common stock (TelePlus stock options),
exercisable at $1.00 ($0.05 pre reverse split) per share, to an employee that
vests and expires on January 15, 2010. This option was exchanged for an option
to purchase 45,000 restricted shares of common stock (the equivalent of a
366,750 shares Texxon stock option) issued in May 2006 and an option to purchase
30,000 restricted shares of common stock (the equivalent of a 244,500 Texxon
stock option). Due to the fact that the Company has been generating recurring
losses and also not having an active market to trade its shares, the value of
these options was determined to be zero and accordingly, no expense or paid in
capital has been recorded. The performance-based option issued to this employee
was a part of a performance based stock options issuance transaction that
involved other employees (see subsequent paragraph on performance based stock
options issued in May for more details on this transaction).
(c) In September 2005, the Company granted an option to purchase 40,750 (815,000
pre reverse split) restricted shares of common stock, exercisable at $0.02
($0.001 pre reverse split) per share, to a non-employee; this option expires on
January 15, 2010. The option was granted in exchange for consulting services
valued at $40,000. The Company has recorded consulting expense in this amount to
reflect the value of these options for the year ended December 31, 2005. Because
the Company did not have sufficient shares authorized to issue if the option was
exercised, this amount was recorded as a derivative and classified on the
balance sheet as a liability for derivative instruments. The Company revalued
this option at September 30, 2006 using the Black-Scholes model and determined
that the value of this option was $38,305. Accordingly, the Company recognized a
gain on the change in fair value of derivative instruments of $1,695 and reduced
their liability due as of September 30, 2006 to $38,305. The factors used for
the Black-Scholes model were a market price of $0.05 per share; volatility of
150%; risk free interest rate of 6%; exercise price of $0.001 per share; and an
estimated life of 3.5 years.
22
As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $38,305 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $11,980, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $26,325 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.43%; exercise
price of $0.02 per share; and an estimated life of 3.25 years.
(d) In February 2006, the Company granted an option to purchase 65,000
(1,300,000 pre reverse split) restricted shares of common stock, exercisable at
$0.02 ($0.001 pre reverse split) per share, to a consultant for assistance in
the share exchange between Texxon and TelePlus. This option was valued at $0.10
per share. The value of the option was calculated using the Black-Scholes model
with the following assumptions: exercise price of $0.001; share price of $0.10;
risk free interest rate of 6.0%; expected life of 5 years; and estimated
volatility of 150%. The Company recorded the expense and additional paid in
capital in the amount of $130,000 to reflect the finder's fees expense involved
in the reverse merger acquisition process. Because the Company did not have
enough shares authorized to issue if the option was exercised, this amount was
recorded as a derivative and classified on the balance sheet as a liability for
derivative instruments. The Company revalued this option at September 30, 2006
using the Black-Scholes model and determined that the value of this option was
$64,493. Accordingly, the Company recognized a gain on the change in fair value
of derivative instruments of $65,507 and reduced the liability due as of
September 30, 2006 to $64,493. The factors used for the Black-Scholes model were
a market price of $0.05 per share; volatility of 150%; risk free interest rate
of 6%; exercise price of $0.001 per share; and an estimated life of 4.5 years.
As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $64,493 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $19,255, which
became an addition to APIC. The remaining difference after offsetting derivative
liability in the amount of $45,238 was recognized as a gain on derivative after
elimination of the derivative liability. The factors used for the Black-Scholes
model were a market price of $0.30 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.02 per share; and an estimated life
of 4.25 years.
(e) In February 2006, the Company issued common stock warrants to two members of
the Company's then current management, and to a public relations firm. These
warrants were for purchase of 125,000 (2,500,000 pre split) restricted shares of
common stock, exercisable at $2.20 ($0.11 pre reverse split) per share. These
warrants were the only options/warrants from pre-merger Texxon to survive the
completion of the share exchange agreement (see Note 1); all other Texxon
warrants were cancelled. These warrants have been valued at $275,973 ($0.1104
per share). The value of the warrants was calculated as of February 1, 2006
using the Black-Scholes model with the following assumptions: exercise price of
$0.11; share price of $0.12; risk free interest rate of 4.4%; expected life of 5
years; and estimated volatility of 150%. These warrants were valued by Texxon
prior to the merger and the effect of their issuance is included in the
additional paid in capital as a result of the merger.
23
(f) In April 2006, the Company granted an option to purchase 36,675 (733,500 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, to a consultant in exchange for consulting
services valued at its fair market value for the services performed at $40,343.
Because the Company did not have sufficient shares authorized to issue if the
options were exercised, this amount was recorded as a derivative and classified
on the balance sheet as a liability for derivative instruments. The Company
revalued this option at September 30, 2006 using the Black-Scholes model and
determined that the value of this option was $36,287. Accordingly, the Company
recognized a gain on the change in fair value of derivative instruments of
$4,056 and reduced their liability due as of September 30, 2006 to $36,287. The
factors used for the Black-Scholes model were a market price of $0.05 per share;
volatility of 150%; risk free interest rate of 6%; exercise price of $0.001 per
share; and an estimated life of 3.5 years.
As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $36,287 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $10,782, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $25,505 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.43%; exercise
price of $0.02 per share; and an estimated life of 3.25 years.
(g) In April 2006, the Company granted an option to purchase 6,113 (122,250 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, each to two employees (total of 12,225 (244,500
pre reverse split) shares of common stock). The option was valued at $13,448
($0.11 per share). The value of the option was calculated using the
Black-Scholes model with the following assumptions: exercise price of $0.001;
share price of $0.12; risk free interest rate of 6.0%; expected life of 4 years;
and estimated volatility of 150%. The Company recorded payroll expense and
additional paid in capital in the amount of $13,448 to reflect the value of
these options for the period ended September 30, 2006.
h) In April 2006, the Company granted an option to purchase 75,000 (1,500,000
pre reverse split) restricted shares of common stock, exercisable at $3.40
($0.17 pre reverse split) per share, to an investment banking and financial
advisory organization as partial compensation for assistance in identifying
suitable acquisition targets and long term funding. This option was valued at
$0.156 per share. The value of the option was calculated using the Black-Scholes
option pricing model with the following assumptions: exercise price of $0.17;
share price of $0.17; risk free interest rate of 6.0%; expected life of 5 years;
and estimated volatility of 150%. The Company recorded an increase and decrease
to additional paid in capital in the amount of $234,000 to reflect the finder's
fees expense involved in the reverse merger acquisition process. Because the
Company did not have enough shares authorized to issue if the option was
exercised, this amount was recorded as a derivative and classified on the
balance sheet as a liability for derivative instruments. The Company revalued
this option at September 30, 2006 using the Black-Scholes model and determined
that the value of this option was $61,917. Accordingly, the Company recognized a
gain on the change in fair value of derivative instruments of $172,611 and
reduced the liability due as of September 30, 2006 to $61,917. The factors used
for the Black-Scholes model were a market price of $0.05 per share; volatility
of 150%; risk free interest rate of 6%; exercise price of $0.17 per share; and
an estimated life of 4.5 years.
24
As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $61,917 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $18,482, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $43,435 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.39%; exercise
price of $3.40 per share; and an estimated life of 4.25 years.
(i) In May 2006, the Company granted an option to purchase 26,488 (529,750 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, each to two members of management (total of 52,975
(1,059,500 pre reverse split) shares of common stock). Each option was valued at
$58,273 ($0.11 per share). The value of the option was calculated using the
Black-Scholes option pricing model with the following assumptions: exercise
price of $0.001; share price of $0.12; risk free interest rate of 6.0%; expected
life of 4 years; and estimated volatility of 150%. The Company recorded the
payroll expense and additional paid in capital in the amount of $58,273 to
reflect the value of these options for the period ended September 30, 2006.
(j) In May 2006, the Company granted an option to purchase 18,338 (366,750 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, to one employee. The option was valued at $0.12
per share. The value of the option was calculated using the Black-Scholes model
with the following assumptions: exercise price of $0.001; share price of $0.12;
risk free interest rate of 6.0%; expected life of 4 years; and estimated
volatility of 150%. The Company recorded payroll expense and additional paid in
capital in the amount of $20,171 to reflect the value of this option for the
period ended September 30, 2006.
(k) The Company granted options to purchase 176,875 (3,537,500 pre reverse
split) restricted shares of common stock to employees on May 25, 2006 (based on
performance), exercisable at $0.02 ($0.001 pre reverse split), that vest
immediately. At the time of grant, the Company was unable to determine whether
the Company would meet the requirement needed in order to grant the options. Due
to these facts, no expense or paid in capital has been recorded.
(l) In July 2006, the Company contracted with a third party to perform public
relations services. The total value of the services to be provided was $500,000;
the term of the contract was one year. The Company granted a warrant to purchase
192,308 (3,846,154 pre reverse split) restricted shares of common stock,
exercisable at $0.02 ($0.001 pre reverse split) per share. Because of the
one-year term of the contract, the Company only recognized the grant of a
warrant to purchase 961,538 shares at an expense of $125,000. The Company
accounted for this warrant as a liability for derivative instruments as the
Company did not have sufficient authorized shares to issue if the warrant was
exercised. The Company valued this warrant at September 30, 2006 using the
Black-Scholes model and determined that the value was $47,736. Accordingly, the
Company recognized a gain on the change in fair value of derivative instruments
in the amount of $120,226 and reduced the initial $125,000 liability to $47,736.
The factors used for the Black-Scholes model were a market price of $0.05 per
share; volatility of 150%; risk free interest rate of 6%; exercise price of
$0.001 per share; and an estimated life of 4.8 years.
25
As a result of recapitalization in November 2006, the Company had more shares
authorized to be issued. Therefore, the derivative liability in the amount of
$47,736 due to a lack of authorized shares had to be eliminated and accounted
for as equity. In addition, due to changes in market value for the common stock,
the value for the derivative liability had to be recalculated using the
Black-Scholes model as of December 1, 2006 (the date of reverse split). The
recalculated value for the derivative liability was $14,266, which became an
addition to APIC. The remaining difference after offsetting derivative liability
in the amount of $33,470 was recognized as a gain on derivative after
elimination of the derivative liability. The factors used for the Black-Scholes
model were a market price of $0.30 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.02 per share; and an estimated life
of 4.55 years.
In 2007, an additional 96,154 warrants were issued under this contract. The
Company used the Black-Scholes model to value these options. The factors used
were a market price of $0.79 per share; volatility of 178%; risk free interest
rate of 6%; exercise price of $0.02 per share; and an estimated life of 4.3
years. This resulted in $75,500 of additional paid in capital.
(m) In October 2006, the Company granted an option to purchase 10,000 (200,000
pre reverse split) restricted shares of common stock, exercisable at $0.01 per
share, to a non-employee; this option will expire on October 15, 2011. This
option was granted in exchange for consulting services, valued at $11,814 using
the Black-Scholes model. Because the Company did not have enough shares
authorized to issue if this option was exercised, this amount was recorded as a
derivative and are classified on the balance sheet as a liability for derivative
instruments. The factors used for the Black-Scholes model were a market price of
$0.06 per share; volatility of 178%; risk free interest rate of 4.39%; exercise
price of $0.01 per share; and an estimated life of 5 years.
As a result of recapitalization in November 2006, the Company had more shares
authorized to be issued. Therefore, the derivative liability in the amount of
$11,814 due to a lack of authorized shares had to be eliminated and accounted
for as equity. In addition, due to changes in market value for the common stock,
the value for the derivative liability had to be recalculated using the
Black-Scholes model as of December 1, 2006 (the date of reverse split). The
recalculated value for the derivative liability was $6,976, which became an
addition to APIC. The remaining difference of $4,838 after elimination of
derivative liability was recognized as a gain on derivative. The factors used
for the Black-Scholes model were a market price of $0.70 per share; volatility
of 178%; risk free interest rate of 4.39%; exercise price of $0.01 per share;
and an estimated life of 4.75 years.
(n) In December 2006, the Company granted an option to purchase 70,000
restricted shares of common stock, exercisable at $0.01 per share, to a
non-employee; this option will expire on December 31, 2011. This option was
granted in exchange for consulting services, valued at $48,846 using the
Black-Scholes model. The Company recorded consulting expense and additional
paid-in-capital in this amount. The factors used for Black-Scholes model were a
market price of $0.70 per share; volatility of 178%; risk free interest rate of
4.39%; exercise price of $0.01; and a estimated lift of 5.00 years.
26
(o) In December 2006, the Company granted options to purchase 414,900 restricted
shares of common stock, exercisable at $0.01 per shares, for consultants (one of
which is James Gibson, the Company's vice president business development); these
options will expire on December 31, 2011. These options were valued at $215,748
using the Black-Scholes model. The Company recorded consulting expense and
additional paid-in-capital in this amount. The factors used for Black-Scholes
model were a market price of $0.52 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.01; and a estimated life of 5.00
years.
(p) In December 2006, the Company granted options to purchase 179,300 restricted
shares of common stock, exercisable at $0.01 per share, to various employees
(one of which is Ross Nordin, the Company's chief financial officer); these
options will expire on December 31, 2011. These options were valued at $93,236
using Black-Scholes model. The company recorded consulting expense and
additional paid-in-capital in this amount. The factors used for Black-Scholes
model were a market price of $0.52 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.01; and an estimated life of 5.00
years.
A summary of the status of, and changes in, the Company's stock warrant and
option grants of and for the nine months ended September 30, 2008 and the nine
months ended September 30, 2007 is presented below for all warrants and options
granted to employees and non-employees:
September 30, 2008 and September 30, 2007
Common Stock Common Stock Weighted Average
Warrants Options Exercise Price
------------ ------------- ----------------
Outstanding at Beginning of Year 367,308 1,304,851 $ 0.68
Granted 96,154 -- --
Forfeited -- -- --
------------ ------------- ----------------
Outstanding at End of Period 463,462 1,304,851 $ 0.68
============ ============= ================
Exercisable at End of Period 367,308 1,127,976 --
============ ============= ================
27
NOTE 14 - Subsequent Developments
On March 31, 2008, the Company's Board of Directors approved the Company's
execution and delivery of an agreement to sell substantially all the assets of
Vocalenvision to Tourizoom, Inc., a Nevada corporation (the "Buyer" or
"Tourizoom"). After the closing of the asset sale, the Company will deposit the
sale proceeds and other assets in a partial liquidating trust created in
connection with the sale. Upon the closing of the asset sale, the Company will
no longer be engaged in any active business. The Company sold the business and
assets of Vocalenvision to its original shareholders, to the extent that they
have remained shareholders of this Company, in exchange for (i) their shares of
the Company, (ii) a percentage of all equity financings received by the Buyer,
and (iii) a ten (10) year royalty of seven percent (7%). As consideration for
the business and assets, Tourizoom will pay (i) $200,000 from a proposed Rule
504 offering and twenty (20%) of all other future equity financings received by
Tourizoom during the next ten (10) years (until the ceiling is met in terms of
the payments made which is not calculable at this time), and (ii) a ten (10)
year royalty of seven percent (7%) calculated as 7% of Tourizoom's consolidated
gross revenues including the gross revenues of the French subsidiary and all
future subsidiaries, joint ventures, licensing agreements, and other indirect
revenue sources. The Company also quitclaimed all of its right, title and
interest in and to those assets in exchange for delivery to it of the shares of
the Company's Common Stock owned by the original shareholders of Vocalenvision
(then named TelePlus), to the extent that they still own such shares and to the
extent that they contribute such shares to Tourizoom in exchange for shares of
Tourizoom.
In order to provide that the purchase price, as received from time to time, will
be applied, first, to the creditors of Vocalenvision and the Company, and
secondarily, to the minority shareholders of this Company, the Board of
Directors approved the establishment of a Partial Liquidating Trust. The
beneficiaries of the Partial Liquidating Trust will be, in the order in which
distributions will be made, the creditors of Vocalenvision and Continan, and
then the minority shareholders of the Company. The term "minority shareholders"
is intended to exclude certain shareholders who have loaned funds to the Company
and who will likely have a continuing interest in this Company. The term is
intended to include all shareholders who purchased shares of the Company
following the acquisition of TelePlus and who therefore presumably have a
continuing interest in the technology. The trustee of the Partial Liquidating
Trust is MBDL LLC, a Florida limited liability company with principal offices
located at 20869 Pinar Trail, Boca Raton, Florida 33433.
NOTE CONCERNING RECENT DEVELOPMENTS: The Company's financial statements as at
September 30, 2008 and the description and comparison of the Company's business
for the periods September 30, 2008 and September 30, 2007 set forth below under
Item 2 "Management's Discussion and Analysis of Financial Condition and Results
of Operations" are for historical purposes only. Effective March 31, 2008 the
Company was no longer engaged in any active business, either directly, or
through its wholly-owned subsidiary, Vocalenvision, Inc. ("Vocalenvision"). On
March 31, 2008, the Company's Board of Directors approved the Company's
execution and delivery of an agreement to sell substantially all the assets of
Vocalenvision to Tourizoom, Inc., a Nevada corporation (the "Buyer" or
"Tourizoom"). See the Company's Report on Form 8-K filed with the Securities and
Exchange Commission ("SEC") on April 4, 2008 and the exhibits thereto, and the
Company's Report on Form 10-KSB filed with the SEC on April 15, 2008 and the
exhibits thereto.
28
Currently, the Company is not engaged in any active business. Instead, the
Company will pursue other business activities with a company not yet selected in
an industry or business area not yet identified by the Company. There can be no
assurance that the Company will be successful in this effort. Furthermore, under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), the Company will be deemed a "shell company," because it has no or
nominal assets (other than cash) and no or nominal operations. Under recent SEC
releases and rule amendments, any new transaction will be subject to more
stringent reporting and compliance conditions for shell companies.
Currently, the Company has no full-time employees and owns no real estate and
virtually no personal property. The Company will pursue a business combination,
but has made no efforts to identify a possible business combination. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company will
be to seek the acquisition of or merger with an existing company. There can be
no assurance the Company will succeed in this purpose. See "Risk Factors" in the
Company's Form 10-KSB filed with the SEC on April 15, 2008 and in Item 1A of
this Form 10-Q.
The following management's discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction with, our
unaudited financial statements and related notes included elsewhere in this Form
10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.
COMPANY BUSINESS.
NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH IMMEDIATELY BELOW
BECAME EFFECTIVE MARCH 31, 2008, WHEN THE COMPANY COMPLETED THE SALE OF THE
ASSETS OF ITS WHOLLY-OWNED SUBSIDIARY, VOCALENVISION, INC. A DESCRIPTION OF THE
COMPANY'S BUSINESS THROUGH THE DATE OF SALE IS PROVIDED BELOW UNDER THE HEADING
"OVERVIEW" FOR HISTORICAL PURPOSES ONLY AS PART OF THE MANAGEMENT DISCUSSION AND
ANALYSIS. THE DESCRIPTION NO LONGER APPLIES AFTER MARCH 31, 2008 WHEN THE SALE
OF ASSETS TRANSACTION CLOSED.
COMPANY BUSINESS AFTER THE CLOSING. After the Closing of the sale of
Vocalenvision's assets, the Company will have no full-time employees and will
own no real estate and virtually no personal property. The Company will pursue a
business combination, but has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose of
the Company will be to seek the acquisition of or merger with an existing
company.
POTENTIAL TARGET COMPANIES. A business entity, if any, which may be interested
in a business combination with the Company may include the following:
o a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or
businesses;
o a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities
on terms acceptable to it; or a company which wishes to become
public with less dilution of its common stock than would occur
upon an underwriting;
29
o a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become
public;
o a foreign company which may wish an initial entry into the
United States securities market;
o a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan; and
o a company seeking one or more of the other perceived benefits
of becoming a public company.
The analysis of new business opportunities will be undertaken by or
under the supervision of the Company's officers and directors. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:
o Potential for growth, indicated by new technology, anticipated
market expansion or new products;
o Competitive position as compared to other firms of similar
size and experience within the industry segment as well as
within the industry as a whole;
o Strength and diversity of management, either in place or
scheduled for recruitment;
o Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations,
through the sale of additional securities, through joint
ventures or similar arrangements or from other sources;
o The cost of participation by the Company as compared to the
perceived tangible and intangible values and potentials;
o The extent to which the business opportunity can be advanced;
o The accessibility of required management expertise, personnel,
raw materials, services, professional assistance and other
required items; and
o Other relevant factors.
In applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in many
different industries, and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Due to the Company's limited
capital available for investigation, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
30
No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to the
nature of the target company.
FORM OF ACQUISITION. The manner in which the Company participates in an
opportunity will depend upon the nature of the opportunity, the respective needs
and desires of the Company and the promoters of the opportunity, and the
relative negotiating strength of the Company and such promoters.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of common stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior
stockholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.
The present stockholders of the Company will likely not have control of
a majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, all or a majority of the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Registrant of the related costs
incurred.
We presently have no employees apart from our management. Our sole
officer and director is engaged in outside business activities and anticipates
he will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
31
As a result of the sale of assets transaction described above in Item 1 "Note
Concerning Recent Developments", the Company will not be currently engaged in
any business activities that provide cash flow. The Company has resumed its
status as a "shell" corporation, and will attempt to investigate acquiring a
target company or business seeking the perceived advantages of being a publicly
held corporation. Our principal business objective for the next 12 months and
beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. The
Company will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury, if
any, or with additional money contributed by one or more of our stockholders, or
another source.
During the next 12 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to consummating an acquisition.
We believe we will be able to meet these costs through use of funds to
be loaned to or invested in us by our stockholders, management or other
investors.
The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Our sole officer and director has not had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
Our management anticipates that it will likely be able to effect only
one business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective stockholders, which is likely
to occur as a result of our management's plan to offer a controlling interest to
a target business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
32
The Company anticipates that the selection of a business combination
will be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages of
available capital, our management believes that there are numerous firms seeking
even the limited additional capital that we may have and/or the perceived
benefits of becoming a publicly traded corporation. Such perceived benefits of
becoming a publicly traded corporation include, among other things, facilitating
or improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH BELOW UNDER THE
HEADING "OVERVIEW" IS FOR HISTORICAL PURPOSES ONLY. EFFECTIVE MARCH 31, 2008 THE
COMPANY IS NO LONGER ENGAGED IN ANY ACTIVE BUSINESS, EITHER DIRECTLY, OR THROUGH
ITS WHOLLY-OWNED SUBSIDIARY, VOCALENVISION, AS A RESULT OF THE COMPANY'S SALE OF
THE ASSETS OF VOVALENVISION, A TRANSACTION THAT CLOSED ON MARCH 31, 2008.
THEREFORE, ALTHOUGH THERE ARE NUMEROUS REFERENCES IN THE DESCRIPTION BELOW TO
THE COMPANY'S PERSONAL MOBILE PHONE BUSINESS, THESE REFERENCES NO LONGER APPLY
TO THE COMPANY AFTER MARCH 31, 2008.
33
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following management's discussion and analysis of financial condition
and results of operations is based upon, and should be read in conjunction with,
our unaudited financial statements and related notes included elsewhere in this
Form 10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.
OVERVIEW.
The Company is a provider of various consumer telephony-related assistance
services and is located in Marina del Rey, California. As one of the first
emerging truly international MVNO's (mobile virtual network operators), the
Company has built a platform that can be used to provide a wide array of
services to mobile/WiFi phone and VOIP users worldwide.
The Company is the parent company of Vocalenvision, a pioneer in the field
of wireless communications. The Company's main role is that of a research and
development incubator that endeavors to create new opportunities for its
subsidiaries for the continually evolving convergence of international GSM
wireless, WiFi and VoIP networks that create the vehicles that consistently
deliver its innovative "native-language" contents and services to the end-user
customer. In addition, the Company is actively seeking acquisition targets to
diversify the company's holdings and to strengthen the new "Continan
Communications" brand.
Through its Vocalenvision subsidiary, the Company offers proprietary
products and services that help customers communicate effectively while
travelling abroad. Branded as Vocalyz(TM), the Company's wireless service has
market potential, boasting amongst its features a "teleconcierge", who is a live
operator trained to provide a variety of business-related and travel-related
services directly to a customer's mobile phone.
Vocalenvision has to date expended much of its efforts and funds on
development of proprietary software and the initiation of its sales and
marketing efforts. It is uncertain about the market acceptance of its products
and services that, aside from voice transmission at a competitive rate, include
auxiliary services offered through its software-based platform and delivered to
the customer's cellular phone. The Company has contracted with large
international wireless providers to deliver Vocalyz(TM) services as value added
content to its customers while they roam in foreign countries.
The Company maintains its network operations and primary customer service
center at its Los Angeles area headquarters, and has strategic relationships
with several service networks in the United States, Europe, and Asia.
The Company is focused on the continued development and implementation of
a proprietary layered communications architecture that operates in unison with
conventional wireless, VoIP and PSTN networks in order to deliver
"native-language" services to its end customers.
34
The Company operates many of its own "in-network" platforms as an
independent unit while using existing operator networks from the leading
international cellular service providers to transport the customer's calls as
well as deliver users "native-language" content. The Company supplies enhanced
services and on-demand information to its customers via wireless, WiFi and VoIP
devices in over 120 languages.
Vocalenvision, Inc. is highly dependent upon the efforts and abilities of
its management. The loss of the services of any of them could have a substantial
adverse effect on it. Vocalenvision, Inc. has not purchased "Key-Man" insurance
policies on any of them.
To date, Vocalenvision, Inc. has not yet had substantial sales. It expects
initial growth in its sales to come primarily from the private labeling of its
Vocalyz product which includes traveler's assistance, tele-concierge products,
native in-language interpretation and emergency coverage through International
Wireless Providers existing customer channels. These incumbent wireless carriers
view the Vocalyz(TM) product as a value add to their own existing wireless
content and services, while maximizing the security and convenience offer to
their wireless users while traveling abroad.
Sales are anticipated to start mid 2007 in France, Italy, Spain and Great
Britain through a major provider of wireless services that is making the
Vocalenvision services available to all of its wireless users. It is anticipated
that the services will provide income to the Company but not sufficient to cover
all operational expenses during the following 12 months.
As one of the first MVNO's to target international travelers, the Company
should be able to capture a large portion of the travel market by providing its
core services to a highly untapped market. By forming synergistic relationships
with various service providers and content providers, the Company will also be
able to continue to grow revenues significantly by offering the travelers a wide
array of services and content in their native languages.
An additional application of the Vocalenvision service offering includes a
complete "Travel Kit" product, which includes a wireless telephone and SIM card.
The Travel Kit will be marketed to travelers prior to trip departure and will
work in selected international countries. In this model, the company is required
to supply customers with temporary mobile telephones as well as proprietary SIM
cards. Vocalenvision must purchase mobile phones and SIM cards in advance and
will require payment from customer prior to shipment. Thus, Vocalenvision's
development of the Travel Kit product is dependent on the number of telephones
and SIM cards which it can freely distribute and that, in turn, is dependent
upon Vocalenvision's available capital for the purchase of the hardware and
cards.
However, a third application of Vocalenvison's existing technology
envisions the distribution only of its proprietary SIM Cards. The Vocalyz(TM)
SIM cards work on many major wireless networks in the USA and Europe. The SIM
card technology will transport the international travelers calls as well as
deliver users "native-language" translation assistance and tele-concierge; all
offered in over 120 languages. For the sales of this service Vocalenvision will
be dependent upon travel agents, brokers, retail stores and web based ecommerce.
35
Vocalenvision does not have control of such representatives and is
therefore uncertain about its ability always to contact potential customers on a
timely basis.
Because of the Company's proprietary platform technology, unique service
offering, development saving cost benefits, innovative content and sales
management experience, the Company believes its current business focus towards
this highly specific travel related niche allows it to position itself as a
sustainable business that will result in the company realizing positive cash
flow by the fourth quarter of 2008.
The Company has historically experienced operating losses and negative
cash flow. The Company expects that these operating losses and negative cash
flows may continue through additional periods. Until recently, the Company has
had a limited record of revenue-producing operations but with the modified and
highly realistic product deployment strategy, the Company now believes it has a
predictable, scalable revenue and business model that is based on the Company's
short but proven revenue history will be able to achieve its business plans.
RESULTS OF OPERATIONS.
The acquisition of TelePlus was considered to be a capital transaction in
substance, rather than a business combination. Inasmuch, the transaction is
equivalent to the issuance of stock by a development stage company (TelePlus)
for the net monetary assets of a public company (Texxon), accompanied by a
recapitalization. The accounting for the transaction is identical to that
resulting from a reverse acquisition, except goodwill and other intangible
assets were not recorded. Accordingly, these consolidated financial statements
are the historical financial statements of TelePlus.
TelePlus was incorporated in the State of California on September 2, 2002.
(A) REVENUES.
Revenues were $-0- for the nine months ended September 30, 2008 compared
to $3,642 for the nine months ended September 30, 2007, because the Company
ceased operations effective as of March 30, 2008 when it sold substantially all
its assets to Tourizoom, Inc. Revenues were $-0- for the three months ended
September 30, 2008 compared to $1,600 for the three months ended September 30,
2007, a decrease of $1600.
Revenues for the period from September 2, 2002 (inception) through
September 30, 2008 were $154,239.
(B) DIRECT COSTS
Direct costs were $0 for the nine months ended September 30, 2008 compared
to $16,130 for the nine months ended September 30, 2007, a decrease of $19,130
or approximately 100%. Direct costs were $0 for the three months ended September
30, 2008 compared to $1,884 for the three months ended September 30, 2007, a
decrease of $1884 or approximately 100%. The decrease in direct costs was
related to the cessation of the Company's business operations. By contrast, in
2007 management was focused on raising capital and developing its three new
products: (i) the wholesale of Vocalyz(TM) products to major international
wireless providers; (ii) the complete "Travel Kit"; and (iii) the positioning of
its SIM card with its proprietary software, delivering an array of travelers'
service and adaptable to most GSM cellular phones in the U.S. and Europe.
36
(C) GENERAL AND ADMINISTRATIVE EXPENSES.
General and administrative expenses were $179,475 for the nine months
ended September 30, 2008 compared to $782,615 for the nine months ended
September 30, 2007, a decrease of $603,140 or approximately 75%. General and
administrative expenses were $45,121 for the three months ended September 30,
2008 compared to $245,380 for the three months ended September 30, 2007, a
decrease of $200,259 or approximately 75%. The decrease in expenses was due to
the cessation of the Company's business operations.
(D) NET LOSS.
The net gain for the nine months ended September 30, 2008 was $235,751
compared To a loss of $940,090 for the nine months ended September 30, 2007, a
change of $1,175,841125 or 100%. The net loss was $71,000 for the three months
ended September 30, 2008 compared to $265,209 for the three months ended
September 30, 2007, a decrease of $194,209 or approximately 74%. The Company's
expenses have been lowered as a result of the cessation of its business
operations.
FACTORS THAT MAY AFFECT OPERATING RESULTS.
The Company's operating results can vary significantly, depending upon a
number of factors, many of which are outside the Company's control. General
factors that may affect the Company's operating results include:
o market acceptance of and change in demand for products/services;
o a small number of customers account for, and may in future periods account
for, substantial portions of the Company's revenue, and revenue could
decline because of delays of customer orders or the failure to retain
customers;
o gain or loss of clients or strategic relationships;
o announcement or introduction of new services and products by the Company
or by its competitors;
o the ability to build brand recognition;
o timing of sales to customers;
o price competition;
o the ability to upgrade and develop systems and infrastructure to
accommodate growth;
o the ability to introduce and market products and services in accordance
with market demand;
o changes in governmental regulation;
o reduction in or delay of capital spending by clients due to the effects of
terrorism, war and political instability;
o valuation of derivative liabilities; and
o general economic conditions.
37
The Company believes that its planned growth and profitability will depend
in large part on the ability to promote and position its various services and
gain clients. Accordingly, the Company intends to invest in marketing, strategic
partnerships and development of its client base. If the Company is not
successful in promoting its services and expanding its client base, this may
have a material adverse effect on its financial condition and the ability to
continue to operate its business.
The Company is also subject to the following specific factors that may affect
its operations:
(A) THE COMPANY MAY NOT BE ABLE TO ACCOMMODATE RAPID GROWTH WHICH COULD DECREASE
REVENUES AND RESULT IN A LOSS OF CUSTOMERS.
To manage anticipated growth, the Company must continue to implement and
improve its operational, financial and management information systems. The
Company needs to hire, train and retain additional qualified personnel, continue
to expand and upgrade core technologies, and effectively manage its
relationships with its major customers, end users, suppliers and other third
parties. The Company's expansion could place a significant strain on its current
services and support operations, sales and administrative personnel, capital and
other resources. The Company could experience difficulties meeting demand for
its products. The Company cannot guarantee that its systems, procedures or
controls will be adequate to support operations, or that management will be
capable of fully exploiting the market. The Company's failure to effectively
manage growth could adversely affect its business and financial results.
(B) THE COMPANY'S CUSTOMERS REQUIRE A HIGH DEGREE OF RELIABILITY IN EQUIPMENT
AND SERVICES, AND IF THE COMPANY CANNOT MEET THEIR EXPECTATIONS, DEMAND FOR ITS
PRODUCTS/SERVICES MAY DECLINE.
Any failure to provide reliable equipment and services for the Company's
customers, whether or not caused by their own failure, could reduce demand for
the Company's services. The Company continues to improve its services and
related technology and as such, the Company does not expect negative customer
response however this cannot be assured. Negative customer response could impair
the Company's reputation and impair its ability to make future sales.
(C) DEPENDENCE ON SUPPLIERS MAY AFFECT THE ABILITY OF THE COMPANY TO CONDUCT
BUSINESS.
For the "Travel Kit" product, the Company supplies telephones to its
customers that contain its own proprietary SIM cards, and which channel calls
into its network via a platform, from which interpreters and concierge services
are available. The Company must purchase these telephones that require payment
prior to shipment. Thus, the Company's growth depends on the number of
telephones available for distribution through rentals and sales, and that, in
turn, depend upon available capital for the purchases. Often the availability of
telephones at the best prices is dependent upon the Company's ability to commit
to an immediate purchase and to pay immediately. If the Company cannot buy
telephones in sufficient numbers or at favorable rates, its revenues may decline
or operating expenses may increase. Should the availability of telephone be
compromised, it could force the Company to develop alternative designs, which
could add to the cost of goods sold and compromise delivery commitments. In such
an instance, the Company would not be able to meet the needs of its customers
for a period of time, which could materially adversely affect its business,
results from operations, and financial condition.
38
For the wholesale applications of the Vocalyz(TM) white labeled for major
international Wireless providers, the Company has limited control over any
third-party sub-contractor as to quality controls, and its customers. The
wireless providers may decrease the number of customer traffic sent to
Vocalyz(TM), generating loss of revenue and subsequently affecting results from
operation.
For the part of the Travel Kit, i.e. its SIM cards sold separately, the
company also has limited control over any third party sub-contractors in terms
of quality control. The company uses its own reliable platform and technology
and as such, does not expect failures. However this cannot be assured. Negative
technical failures could impair the Company's reputation and its ability to gain
future channels of distribution.
(D) THE COMPANY FACES STRONG COMPETITION IN ITS MARKET, WHICH COULD MAKE IT
DIFFICULT FOR THE COMPANY TO GENERATE REVENUES.
The Company's future success will depend on its ability to adapt to
rapidly changing technologies, evolving industry standards, product offerings
and evolving demands of the marketplace. For the "Travel Kit" and SIM cards, the
Company competes for customers primarily with facilities-based carriers, as well
as with other non-facilities-based network operators. Some of the Company's
competitors have substantially greater resources, larger customer bases, longer
operating histories and greater name recognition than the Company has.
o Some of competitors provide functionalities that the Company does not.
Potential customers who desire these functions and have no need for
teleconcierge services, native language translations as well as the array
of services of Vocalenvision, may choose to obtain their equipment from
the competitor that provides these additional functions.
o Potential customers may be motivated to purchase their wireless services
from a competitor in order to maintain or enhance their respective
business relationships with that competitor.
In addition, the Company's competitors may also be better positioned to address
technological and market developments or may react more favorably to
technological changes
Competitors may develop or offer services that provide significant
(technological, creative, performance, price) or other advantages over the
services offered by the Company. If the Company fails to gain market share or
loses existing market share, its financial condition, operating results and
business could be adversely affected and the value of the investment in the
Company could be reduced significantly. The Company may not have the financial
resources, technical expertise, marketing, and distribution or support
capabilities to compete successfully.
The Company believes that as the cost to the consumer for voice
transmission decreases, consumers will be attracted by the additional services
available from transmission service providers. While at the present time our
interpreter and concierge services are relatively unique, a larger, better
financed transmission service provider might decide to develop its own
competitive services to offer to its own customer base, thereby keeping them
from migrating to us.
39
(E) UNCERTAIN DEMAND FOR SERVICES MAY CAUSE REVENUES TO FALL SHORT OF
EXPECTATIONS AND EXPENSES TO BE HIGHER THAN FORECAST IF THE COMPANY NEEDS TO
INCUR MORE MARKETING COSTS.
The Company is unable to forecast revenues with certainty because the
Company may not continue to provide services in the future to meet the
continually changing demands of customers. The Company has refined its sales and
marketing plan as well as products in order to achieve the desired level of
revenue, which could result in increased sales and marketing costs. In the event
demand for the Company's services does not prove to be as great as anticipated,
revenues may be lower than expected and/or sales and marketing expenses higher
than anticipated, either of which may increase the amount of time and capital
that the Company needs to achieve a profitable level of operations. There is no
assurance that the Company will be successful in marketing the three new
redefined services contemplated. Although management has many years of sales
experience and has conducted an informal market research study with respect to
its business, there is no assurance that the market that the company proposes to
establish will be sufficiently responsive, properly located, and demographically
inclined to the type of operation the Company is intended to operate.
(F) THE COMPANY COULD FAIL TO DEVELOP NEW PRODUCTS/SERVICES TO COMPETE IN AN
INDUSTRY OF RAPIDLY CHANGING TECHNOLOGY, RESULTING IN DECREASED REVENUES.
The Company operates in an industry with rapidly changing technology, and
its success will depend on the ability to deploy new products/services that keep
pace with technological advances. The market for communications services is
characterized by rapidly changing technology and evolving industry standards.
The Company's technology or systems may become obsolete upon the introduction of
alternative technologies. If the Company does not develop and introduce new
services in a timely manner, it may lose opportunities to competing service
providers, which would adversely affect business and results of operations.
There is a risk to the Company that there may be delays in initial
implementation of new services/products. Further risks inherent in new
product/service introductions include the uncertainty of price-performance
relative to products/services of competitors, competitors' responses to its new
product/service introductions, and the desire by customers to evaluate new
products/services for longer periods of time. Also, the Company does not have
any control over the pace of technology development. There is a significant risk
that rights to a technology could be acquired or be developed that is currently
or is subsequently made obsolete by other technological developments. There can
be no assurance that any new technology will be successfully acquired,
developed, or transferred.
(G) NEW VERSIONS OF THE COMPANY'S SERVICES MAY CONTAIN ERRORS OR DEFECTS, WHICH
COULD AFFECT ITS ABILITY TO COMPETE.
The Company's services are complex and, accordingly, may contain
undetected errors or failures when first introduced or as new versions are
released. This may result in the loss of, or delay in, market acceptance of its
products. The Company may in the future discover errors and additional
scalability limitations in new releases or new products after the commencement
of commercial shipments or be required to compensate customers for such
limitations or errors, the result of which its business, cash flow, financial
condition and results of operations could be materially adversely affected.
(H) THE COMPANY'S ABILITY TO GROW IS DIRECTLY TIED TO ITS ABILITY TO ATTRACT AND
RETAIN CUSTOMERS, WHICH COULD RESULT IN REDUCED REVENUES.
The Company has no way of predicting whether its marketing efforts will be
successful in attracting new customers and acquiring substantial market share.
If the Company's marketing efforts fail, it may fail to attract new customers,
which would adversely affect business and financial results.
40
(I) DISRUPTIONS IN OR INTERFERENCE WITH INTERNATIONAL TRAVEL COULD AFFECT THE
COMPANY'S BUSINESS.
The Company's core competency relates to providing interpreter and
concierge services and telephony services to international travelers. Therefore,
any disruption or limitation on international travel could have an adverse
effect on our business and revenues. Virtually all such disruptions arise from
events beyond the Company's control, such as terrorist acts which cause
governments to limit international travel, higher fuel costs which make the
costs of travel too expensive, travel restrictions, imposed because of an
epidemic or pandemic, such as bird flu, or economic downturns that make fewer
funds available for leisure travel. Furthermore, the Company does not have
alternate revenue sources to substitute for any such disruption or limitation.
(J) THE COMPANY'S SUCCESS IS LARGELY DEPENDENT ON THE ABILITIES OF ITS
MANAGEMENT.
The Company's success is largely dependent on the personal efforts and
abilities of its senior management, none of which currently has an employment
agreement with the Company. The loss of certain members of the Company's senior
management, including its chief executive officer, could have a material adverse
effect on its business and prospects.
The Company intends to recruit in fiscal year 2007 employees who are
skilled in its industry. The failure to recruit these key personnel could have a
material adverse effect on the Company's business. As a result, the Company may
experience increased compensation costs that may not be offset through either
improved productivity or higher revenue. There can be no assurances that the
Company will be successful in retaining existing personnel or in attracting and
recruiting experienced qualified personnel.
(K) ANY REQUIRED EXPENDITURES AS A RESULT OF INDEMNIFICATION WILL RESULT IN AN
INCREASE IN THE COMPANY'S EXPENSES.
The Company's articles of incorporation and bylaws include provisions to
the effect that the Company may indemnify any director, officer, or employee. In
addition, provisions of Nevada law provide for such indemnification, as well as
for a limitation of liability of the Company's directors and officers for
monetary damages arising from a breach of their fiduciary duties. Any limitation
on the liability of any director or officer, or indemnification of any director,
officer, or employee, could result in substantial expenditures being made by the
Company in covering any liability of such persons or in indemnifying them.
OPERATING ACTIVITIES.
Net cash used in operating activities was $251,368 for the nine months
ended September 30, 2008 compared to $340,493 for the nine months ended
September 30, 2007, a change of $228,638 or approximately 40%. The primary
reason for the change was the cessation of the Company's business operations.
Net cash used in operating activities was $3,589,967 for the period from
September 2, 2002 (inception) through September 30, 2008.
INVESTING ACTIVITIES.
Net cash used in investing activities was $0 for the nine months ended
September 30, 2008 compared to $22.255 for the nine months ended September 30,
2007. Net cash used in investing activities was $23,767for the period from
September 2, 2002 (inception) through September 30, 2008.
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LIQUIDITY AND CAPITAL RESOURCES.
As of September 30, 2008, the Company had total current assets of $281,357
and total current liabilities of $1,668,037, resulting in a working capital
deficit of $1,386,681. At September 30, 2008, the Company's current assets
consisted solely of receivables. As a development stage company that began
operations in 2002, the Company has incurred $7,807,547 in cumulative total
losses from inception through September 30, 2008.
The above factors raise substantial doubt as to the Company's ability to
continue as a going concern. The Company's independent registered public
accounting firm's audit report included in the Company's Form 10-KSB included
explanatory paragraphs regarding the Company's ability to continue as a going
concern.
The accompanying consolidated financial statements have been prepared
assuming that the Company continues as a going concern and contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The ability of the Company to continue as a going concern on a
long-term basis will be dependent upon its ability to generate sufficient cash
flows from operations to meet its obligations on a timely basis, to obtain
additional financing and to ultimately attain profitability.
The Company's current cash flow from operations will not be sufficient to
maintain its capital requirements for the year. Therefore, the Company's
continued operations, as well as the implementation of its business plan, will
depend upon its ability to raise additional funds through bank borrowings and
equity or debt financing of up to $2,000,000 during the year ending December 31,
2008.
The Company has been successful in obtaining the required cash resources
by issuing stock and notes payable, including related party notes payable, to
service the Company's operations through the first quarter of 2007. Net cash
provided by financing activities was $0 for the nine months ended September 30,
2008 compared to $355,096 for the nine months ended September 30,2007, a change
of $355,096 or approximately 100%. This decrease was primarily the result of the
cessation of the Companby's business operations. Net cash used in financing
activities was $3,566,200 for the period from September 2, 2002 (inception)
through September 30, 2008.
Whereas the Company has been successful in the past in raising capital, no
assurance can be given that sources of financing will continue to be available
and/or that demand for its equity/debt instruments will be sufficient to meet
its capital needs, or that financing will be available on terms favorable to the
Company. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of assets and liabilities that
might be necessary should the Company be unable to continue as a going concern.
If funding is insufficient at any time in the future, the Company may not
be able to take advantage of business opportunities or respond to competitive
pressures or may be required to reduce the scope of the Company's planned
product development and marketing efforts, any of which could have a negative
impact on business and operating results. In addition, insufficient funding may
have a material adverse effect on the Company's financial condition, which could
require the Company to:
42
o curtail operations significantly;
o sell significant assets;
o seek arrangements with strategic partners or other parties that may
require the Company to relinquish significant rights to products,
technologies or markets; or
o explore other strategic alternatives including a merger or sale of the
Company.
To the extent that the Company raises additional capital through the sale
of equity or convertible debt securities, dilution of the interests of existing
stockholders may occur. If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and privileges
senior to holders of common stock and the terms of such debt could impose
restrictions on the Company's operations. Regardless of whether the Company's
assets prove to be inadequate to meet its operational needs, the Company may
seek to compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing stockholders.
CONTRACTUAL OBLIGATIONS.
(A) CAPITAL LEASE.
There are no capital leases.
(B) OPERATING LEASES.
The Company is currently occupying temporary office space on a rent-free
basis.
(C) INDEMNITIES AND GUARANTEES.
During the normal course of business, the Company has made certain
indemnities and guarantees under which it may be required to make payments in
relation to certain transactions. These indemnities include certain agreements
with the Company's officers under which the Company may be required to indemnify
such persons for liabilities arising out of their employment relationship, lease
agreements. The duration of these indemnities and guarantees varies, and in
certain cases, is indefinite.
OFF BALANCE SHEET ARRANGEMENTS.
Other than operating leases, the Company does not engage in any off
balance sheet arrangements that are reasonably likely to have a current or
future effect on its financial condition, revenues, results of operations,
liquidity or capital expenditures.
INFLATION.
The impact of inflation on the costs of the Company and the ability to
pass on cost increases to its customers over time is dependent upon market
conditions. The Company is not aware of any inflationary pressures that have had
any significant impact on the Company's operations over the past year and the
Company does not anticipate that inflationary factors will have a significant
impact on future operations.
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CRITICAL ACCOUNTING POLICIES.
The SEC has issued Financial Reporting Release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most critical
accounting policies. In FRR 60, the SEC has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition,
the Company's most critical accounting policies include: (a) valuation of
stock-based compensation arrangements; (b) revenue recognition; and (c)
derivative liabilities. The methods, estimates and judgments the Company uses in
applying these most critical accounting policies have a significant impact on
the results the Company reports in its consolidated financial statements.
(A) VALUATION OF STOCK-BASED COMPENSATION ARRANGEMENTS.
The Company has issued, and intends to continue to issue, shares of common
stock and options to purchase shares of its common stock to various individuals
and entities for management, legal, consulting and marketing services. The
Company adopted SFAS No. 123 (Revised 2004), "Share Based Payment" ("SFAS No.
123R"). SFAS No. 123R requires companies to measure and recognize the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value. SFAS No. 123R eliminates the ability to account
for the award of these instruments under the intrinsic value method prescribed
by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and allowed under the original provisions of SFAS No. 123.
These transactions are reflected as a component of selling, general and
administrative expenses in the accompanying statement of operations.
(B) REVENUE RECOGNITION.
The Company recognizes revenues: (i) for the wholesale product sold by the
Company to international wireless providers, when its proprietary software
confirms that the user of its services has been billed by the international
wireless providers; (ii) for the "Travel Kit" distributed through strategic
travel industry related distribution channels; and (iii) for the sale of the SIM
cards to retailers, when the credit card of the user has been debited for usage
or for access to Company provided interpretation and/or assistance services.
(C) DERIVATIVE LIABILITIES.
During the year ended December 31, 2006, the Company issued warrants and
options to numerous consultants and investors for services and to raise capital.
During the period up until the recapitalization performed on December 1, 2006
(Note 1), the Company did not have sufficient authorized shares in order to
issue these options should they be exercised. Because of the lack of authorized
shares, the Company therefore needed to follow derivative accounting rules for
its accounting of options and warrants.
The Company evaluates the conversion feature of options and warrant
indexed to its common stock to properly classify such instruments within equity
or as liabilities in its financial statements, pursuant to the requirements of
the EITF No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock," EITF No. 01-06, "The Meaning
of Indexed to a Company's Own Stock," and SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended.
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Pursuant to EITF 00-19, the Company was to recognize a liability for
derivative instruments on the balance sheet to reflect the insufficient amounts
of shares authorized, which would have otherwise been classified into equity. An
evaluation of specifically identified conditions was then made to determine
whether the fair value of warrants or options issued was required to be
classified as a derivative liability. The fair value of warrants and options
classified as derivative liabilities was adjusted for changes in fair value at
each reporting period, and the corresponding non-cash gain or loss was recorded
in the corresponding period earnings.
In December 2006, the Company completed a reincorporation by merger with
Texxon-Nevada, which, therefore, allowed the Company to increase its authorized
preferred and common shares from 5,000,000 to 10,000,000 shares and from
45,000,000 to 100,000,000 shares, respectively.
At the date of recapitalization, the Company recalculated the value of its
options and warrants at the current fair value, and recorded an increase to
equity and a decrease to derivative liabilities for the fair value of the
options and warrants. The difference between the liability and the recalculated
fair value was recorded as a gain or loss.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
The Company maintains disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in the Company's periodic reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to management, including the Company's principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosures.
In the Company's Form 10-QSB for the period ended on March 31, 2007, the
Company disclosed certain deficiencies that existed in the design or operation
of the Company's internal control over financial reporting. However, the Company
incorrectly disclosed that it has such controls. In reality, the Company does
not currently have such controls. Under SEC Rules that affect the Company, the
Company is required to provide management's report on internal control over
financial reporting for its first fiscal year ending on or after December 15,
2007. The Company has prepared management's report as required and delivered a
copy to its auditors. The Company is not required to file the auditor's
attestation report on internal control over financial reporting until it files
an annual report for its first fiscal year ending on or after December 15, 2008.
As of the end of the period covered by this report, management carried out an
evaluation, under the supervision and with the participation of the Company's
principal executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's
principal executive officer and principal financial officer concluded that its
45
disclosure controls and procedures were effective at a reasonable assurance
level to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. In addition, the Company's principal executive officer and principal
financial officer concluded that subject to the following qualification, its
disclosure controls and procedures were effective at a reasonable assurance
level to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including its principal executive
officer and principal financial officer, to allow timely decisions regarding
required disclosure: the qualification is that we did not have adequate
segregation of duties, in that we only had one person performing all
accounting-related on-site duties. Because of the "barebones" level of relevant
personnel, however, certain deficiencies which are cured by separation of duties
cannot be cured, but only monitored as a weakness. However, in order to address
this weakness, the Company engaged an accounting firm to perform quarterly
accounting and the preparation of disclosures for filing.
Because of the inherent limitations in all internal control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, will be or have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people and/or by management override of
controls. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because
of changes in conditions, and/or the degree of compliance with the policies and
procedures may deteriorate. Because of the inherent limitations in a
cost-effective internal control system, misstatements due to error or fraud may
occur and not be detected.
CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES.
There were no changes in the Company's disclosure controls and procedures
that have materially affected or are reasonably likely to materially affect
those controls and procedures during the last fiscal quarter.
ITEM 4T. CONTROLS AND PROCEDURES.
The management of Continan Communications, Inc. is responsible for
establishing and maintaining adequate internal control over financial reporting.
The Company's internal control over financial reporting is designed to provide
reasonable assurance as to the reliability of the Company's financial reporting
and the preparation of financial statements in accordance with generally
accepted accounting principles.
All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.
Management conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2007. In
making this assessment, it used the criteria set forth in INTERNAL
CONTROL--INTEGRATED FRAMEWORK issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We identified the following material weakness in our internal control
over financial reporting- we did not have adequate segregation of duties, in
that we only had one person performing all accounting-related on-site duties.
Because of the "barebones" level of relevant personnel, however, certain
deficiencies which are cured by separation of duties cannot be cured, but only a
monitored as a weakness. However, in order to address this weakness, the Company
engaged an accounting firm to perform quarterly accounting and the preparation
of disclosures for filing.
Our independent registered public accounting firm, Sutton Robinson
Freeman & Co., P.C., has reviewed our management's assessment of our internal
controls over the financial reporting and will issue their report in 2008 per
SEC rules for non-accelerated filers.
46
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In October 2008 former counsel to the Company, Brian F. Faulkner, P.C.,
filed a litigation in the Superior Court of the Sate of California, County of
Orange (Case No. 30-2008 00113509) against the Company, and other defendants
including two former officers and directors of the Company, seeking to recover
legal fees in the amount of $46,406.89. In the opinion of the Company the
lawsuit is without merit and will be defended.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of the Company's equity securities during
the three months ended on September 30, 2008 that have not previously been
reported. There were no purchases of the Company's common stock by the Company's
affiliates or by it during the three months ended September 30, 2008.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As of September 30, 2008, the Company was in default in the payment of
$1,303,130 in principal amount of various notes payable (related and non-related
parties), as discussed in Notes 9 and 11 to the financial statements, (but
excluding the note payable to First Bridge Capital) and in the payment of
$184,337 of accrued interest. The Company is in the process of negotiating
settlements or payments. All notes are included in current liabilities. The
Company is negotiating with the lenders to secure a conversion of the debt to a
proposed series of convertible preferred stock; pending the resolution of this
matter, the lenders are exercising forbearance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibits included or incorporated by reference in this document are set
forth in the Exhibit Index.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
XXX ACQUISITION CORP.
(formerly known as Continan
Communications, Inc.
Dated: May 26, 2009 By: /s/ Marcia Rosenbaum
-----------------------------
Marcia Rosenbaum,
Chief Executive Officer
48
EXHIBIT INDEX
Number Description
- ------ -----------
3.1 Articles of Incorporation, dated March 13, 2006 (incorporated by
reference to Exhibit 3.1 of the Form 10-KSB filed on May 9, 2007).
3.2 Articles of Merger, dated November 22, 2006 (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed on December 7, 2006).
3.3 By-Laws, dated October 6, 1998 (incorporated by reference to Exhibit
3.2 of the Form 10-SB filed on February 28, 2002).
4.1 1998 Incentive Stock Option Plan, dated November 1, 1998 (incorporated
by reference to Exhibit 10.1 of the Form 10-SB filed on February 28,
2002)
4.2 2002 Non-Qualified Stock Option Plan, dated October 1, 2002
(incorporated by reference to Exhibit 4 of the Form S-8 filed on
January 27, 2003)
4.3 Share Exchange Agreement between the Texxon, Inc., TelePlus, Inc., and
the Shareholders of TelePlus, Inc., dated March 2, 2006 (incorporated
by reference to Exhibit 2 of the Form 10-QSB filed on May 22, 2006).
4.4 Certificate of Designation of TelePlus Acquisition Series of Preferred
Stock, dated May 8, 2006 (incorporated by reference to Exhibit 4.1 of
the Form 8-K filed on June 7, 2006).
10.1 Employment Agreement between TelePlus, Inc. and Claude Buchert, dated
January 1, 2004 (incorporated by reference to Exhibit 10.1 of the Form
10-KSB filed on May 9, 2007).
10.2 Employment Agreement between TelePlus, Inc. and Helene Legendre, dated
January 1, 2004 (incorporated by reference to Exhibit 10.2 of the Form
10-KSB filed on May 9, 2007).
10.3 Addendum to Employment Agreement between TelePlus, Inc. and Claude
Buchert, dated February 1, 2004 (incorporated by reference to Exhibit
10.3 of the Form 10-KSB filed on May 9, 2007).
10.4 Letter of Engagement between TelePlus, Inc. and Ross Nordin, dated
April 18, 2006 (incorporated by reference to Exhibit 10.4 of the Form
10-KSB filed on May 9, 2007).
10.5 Settlement Agreement between Wall Street PR, Inc. and Texxon, Inc.,
dated July 26, 2006 (incorporated by reference to Exhibit 10.5 of the
Form 10-KSB filed on May 9, 2007).
10.6 Agreement for VOIP Services between TelePlus Inc. and Digitrad France
SARL, dated July 27, 2006 (incorporated by reference to Exhibit 99 of
the Form 8-K filed on August 14, 2006).
10.7 Funding Agreement between Texxon, Inc. and First Bridge Capital, Inc.,
dated August 14, 2006 (incorporated by reference to Exhibit 10.7 of
the Form 10-KSB filed on May 9, 2007).
10.8 Settlement Agreement between Continan Communications, Inc., First
Bridge Capital, Inc., and Wall Street PR, Inc., dated December 28,
2006 (incorporated by reference to Exhibit 10.8 of the Form 10-KSB
filed on May 9, 2007).
21 Subsidiaries of the Company (incorporated by reference to Exhibit 21
of the Form 10-KSB filed on May 9, 2007).
31.1
and 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
(Principal Executive Officer) and Chief Financial Officer (Principal
Financial Officer), filed herewith.
32.1
and 32.2 Section 1350 Certification of Chief Executive Officer abd Chief
Financial Officer, filed herewith.
99 Provisional Patent Application, dated September 20, 2004 (incorporated
by reference to Exhibit 99 of the Form 10-KSB filed on May 9, 2007).
49