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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
June 30, 2006 Commission File No. 000-29462
WEB2 CORP
---------
(Exact name of Registrant as specified in its Charter)
Delaware 13-4127624
- ------------------------------ -------------------
(State or jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 West Lucerne Circle, Suite 600, Orlando, Florida 32801
- ---------------------------------------------------- -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (407) 540-0452
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Former name, former address and former fiscal year, if changed since last
report:
110 Media Group, Inc.
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for a shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
The number of shares issued and outstanding of the Registrant's Common Stock,
$.001 par value, as of July 31, 2006 was 18,187,061
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet F-1
Condensed Consolidated Statements of Operations F-2
Condensed Consolidated Statements of Operations Three Months F-3
Condensed Consolidated Statements of Cash Flows F-4
Notes to the Condensed Consolidated Financial Statements F5-F15
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
CONSOLIDATED BALANCE SHEET
(unaudited)
June 30, 2006
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ASSETS
CURRENT ASSETS
Cash $ 197,258
Prepaid expenses and other current assets 57,464
------------
Total Current Assets 254,721
PROPERTY AND EQUIPMENT, Net 331,233
Other assets 7,040
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TOTAL ASSETS $ 592,994
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Convertible debentures $ 100,000
Accounts payable and accrued expenses 649,424
Due to stockholders and affiliates 2,399,362
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TOTAL CURRENT LIABILITIES 3,148,786
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred Stock -
$.001 par value; 450,000 shares authorized Series AA Cumulative Convertible
- 335,268 shares issued and outstanding, with rights to a cumulative 7%
dividend liquidation preferences of $335,268 335,268
Common stock - $0.001 par value; 100,000,000 shares authorized; 14,269,199
shares issued and outstanding 18,192
Treasury Stock (33,333 shares @$1.05) (35,000)
Additional paid in capital 10,057,533
Accumulated Deficit (12,931,784)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (2,555,791)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 592,994
============
The Accompanying Notes Are An Integral Part Of These
Condensed Consolidated Financials Statements
F-1
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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For the Six Months Ended
June 30,
2006 2005
------------ ------------
REVENUE $ 263,064 $ 26,436
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COSTS AND EXPENSES
Cost of revenue 279,426 --
Compensatory element of stock transactions 199,338 --
Depreciation and amortization 115,142 17,321
Selling and administrative expenses 310,874 228,017
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TOTAL COSTS AND EXPENSES 904,780 245,338
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OPERATING LOSS (641,716) (218,902)
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OTHER EXPENSES
Interest 158,153 158,039
NET LOSS $ (799,869) $ (376,941)
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Preferred Dividend Series AA $ 15,030 $ --
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Net loss applicable to common shareholders $ (814,899) $ (376,941)
============ ============
Basic and Diluted Net Loss Per Share $ (0.05) $ (0.26)
============ ============
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 14,650,697 1,436,391
============ ============
The Accompanying Notes Are An Integral Part Of These
Condensed Consolidated Financials Statements
F-2
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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For the Three Months Ended
June 30,
2006 2005
------------ ------------
REVENUE $ 182,531 $ 24,434
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COSTS AND EXPENSES
Cost of revenue 105,569 --
Compensatory element of stock transactions 199,338 --
Depreciation and amortization 61,763 8,624
Selling and administrative expenses 176,685 91,970
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TOTAL COSTS AND EXPENSES 543,355 100,594
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OPERATING LOSS (360,824) (76,160)
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OTHER EXPENSES
Interest $ 77,462 78,487
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NET LOSS $ (438,287) $ (154,647)
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Preferred Dividend Series AA $ 7,365 $ --
------------ ------------
Net loss applicable to common shareholders $ (445,652) $ (154,647)
============ ============
Basic and Diluted Net Loss Per Share $ (0.03) $ (0.02)
============ ============
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 14,932,536 8,473,465
============ ============
The Accompanying Notes Are An Integral Part Of These
Condensed Consolidated Financials Statements
F-3
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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For the Six Months Ended
June 30
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(814,899) $(376,941)
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Adjustments to reconcile net loss to net cash used in operating activities:
Deferred preferred dividend 15,030 --
Depreciation and amortization 115,142 17,321
Compensatory element of stock transactions 199,338 --
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (47,128) (650)
Accrued expenses and other current liabilities 232,545 146,556
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TOTAL ADJUSTMENTS 514,928 163,227
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NET CASH USED IN OPERATING ACTIVITIES (299,972) (213,714)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment -- (21,020)
Purchase of Web 1000 intangible assets (5,759) --
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NET CASH USED IN INVESTING ACTIVITIES (5,759) (21,020)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholder 307,500 --
Offering Costs -- --
Proceeds from sale of common stock 106,000 252,500
Repayment of principal on debt (52,275) --
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NET CASH PROVIDED BY FINANCING ACTIVITIES $ 361,225 $ 252,500
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NET (DECREASE) INCREASE IN CASH $ 55,493 $ 17,767
CASH - Beginning 141,764 1,176
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CASH - Ending $ 197,257 $ 18,943
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the years for:
Interest $ -- $ --
Taxes $ 311 $ 455
Non-cash investing and financing activities:
Conversion of accrued liabilities 108,247 --
Conversion of debt 412,266 --
Conversion of preferred stock 102,732 --
Issuance of common stock in connection with
employment agreements -- (24,000)
consulting services (30,000) (20,000)
Equity - issuance of common stock -- 119,000
The Accompanying Notes Are An Integral Part Of These
Condensed Consolidated Financials Statements
F-4
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1 - Going Concern and Managements Plans
The accompanying condensed consolidated financial statements have been prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. As reported in the consolidated financial
statements, the Company has incurred losses of approximately $12,931,784 from
inception of the Company through June 30, 2006, has negative cash flows from
operations, and is in default on certain convertible notes payable. The
Company's stockholders' deficiency at June 30, 2006 was $2,555,791 and its
current liabilities exceeded its current assets by $2,894,066.These factors
combined, raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans to address and alleviate these concerns are as
follows:
The Company's management continues to develop a strategy of exploring all
options available to it so that it can develop successful operations and have
sufficient funds to be able to operate over the next twelve months. As a part of
this plan, management is currently in negotiations with their target industries'
key players to develop additional business opportunities. In addition,
management is exploring options in order to raise additional operating capital
through debt and/or equity financing. No assurance can be given that funds will
be available, or, if available, that it will be on terms deemed satisfactory to
management.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of these
uncertainties.
F-5
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 - Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management who are
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements. The following policies are considered to be significant:
a. Accounting Method
The Company recognizes income and expenses based on the accrual method of
accounting. Accordingly, revenues are recognized when earned and expenses are
recognized when incurred. The Company has elected a December 31 year-end.
b. Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid investments
with original maturities of less than three months.
c. Use of Estimates in the Preparation of Consolidated Financial Statements
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.
d. Revenue Recognition Policy
Revenue recognized through June 30, 2006 represents revenue from its redirect
traffic and other media entertainment. The Company receives a fee for revenue
generated under the sale of other media
F-6
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 3 - Summary of Significant Accounting Policies, continued
entertainment that is recognized upon shipment of the merchandise. Sales
generated from list services are recognized upon completion of services.
Revenues generated from Web1000.com site consists of monthly fees paid to the
Company for redirect traffic.
e. Allowance for Doubtful Accounts
Accounts receivable are recorded net of the allowance for doubtful accounts. The
Company generally offers 30-day credit terms on sales to its customers and
requires no collateral. The Company maintains an allowance for doubtful accounts
which is determined based on a number of factors, including each customer's
financial condition, general economic trends and management judgment. As of June
30, 2006, the allowance for doubtful accounts was $-0-. Bad debt expense was
$-0- for the years ended June 30, 2006 and 2005.
f. Basic Net Loss per Share of Common Stock
In accordance with Financial Accounting Standards No. 128, "Earnings per Share,"
basic net loss per common share is based on the weighted average number of
common shares and common share equivalents outstanding during the periods
presented. Diluted earnings per share is computed using weighted average number
of common shares plus dilutive common share equivalents outstanding during the
period.
June 30,
2006 2005
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Net loss (numerator) $ (841,119) $ (376,941)
Weighted average shares outstanding (denominator) 13,840,697 1,436,391
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Net loss per share amount $ (0.06) $ (0.03)
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Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented consist of the
following:
No. of Shares
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Convertible debentures (assumed conversion at $.15) 61,905
Warrants to purchase common stock - finders 1,750
Warrants to purchase common stock - debentures 33,542
Warrants issued to consultant 16,667
Series AA 7% Convertible Preferred Stock (and
Cumulative dividends (assumed conversion at $.15) 146,852
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Total as of December 31, 2005 260,716
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F-7
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 - Summary of Significant Accounting Policies, continued
g. Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" which is effective for financial statements issued
for fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The adoption of SFAS No. 148 did not have a material effect on the financial
statements of the Company.
In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
which is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. This statement
amends and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging activities
under SFAS 133. The adoption of SFAS No. 149 did not have a material effect on
the financial statements of the Company.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 led to mezzanine presentation of the Series
AA preferred stock in the financial statements of the Company.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest
F-8
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 - Summary of Significant Accounting Policies, continued
entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The adoption of FIN 46 did not have a material effect
on the financial statements of the Company.
h. Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards Board (SFAS) No. 109, "Accounting for Income Taxes." Under
this method, deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. In accordance with the provisions of SFAS No. 109, a valuation
allowance would be established to reduce deferred tax assets if it were more
likely than not that all or some portion of such deferred tax assets would not
be realized. A full allowance against deferred tax assets was provided as of
March 31, 2006.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to its future use by the Company.
i. Advertising Costs
Advertising costs are expensed as incurred. For the periods ended June 30, 2006
and 2005 advertising expenses were $15,597 and $10,002, respectively.
j. Principles of Consolidation
The consolidated financial statements include the accounts of Web2 Corp and its
wholly-owned subsidiary Global Portals Online, Inc. from the date of the merger
and the operations of Jade Entertainment Group, Inc. from January 1, 2005
through the date of its disposition. All significant intercompany accounts and
transactions have been eliminated in the consolidation.
F-9
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 3 - Stock-Based Compensation
The Company follows SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 123 establishes accounting and reporting standards for stock-based
employee compensation plans. This statement allows companies to choose between
the fair value-based method of accounting as defined in this statement and the
intrinsic value-based method of accounting as prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees."
The Company has elected to continue to follow the accounting guidance provided
by APB 25, as permitted for stock-based compensation relative to the Company's
employees. Stock and options granted to other parties in connection with
providing goods and services to the Company are accounted for under the fair
value method as prescribed by SFAS 123.
In December 2002, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS Statement No. 123". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, SFAS No.148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 also requires that
those effects be disclosed more prominently by specifying the form, content, and
location of those disclosures. The Company adopted the increased disclosure
requirements of SFAS No. 148 during the year ended December 31, 2003.
F-10
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 4 - Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets. When assets are disposed of, the cost and
accumulated depreciation (net book value of the assets) are eliminated and any
resultant gain or loss reflected accordingly. Betterments and improvements are
capitalized over their estimated useful lives whereas repairs and maintenance
expenditures on the assets are charged to expense as incurred.
Property and equipment consists of the following at June 30, 2006:
Computer equipment $317,754
Office equipment 2,611
Websites 431,000
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Total 751,365
Less: accumulated depreciation (420,132)
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Property and Equipment, Net 331,233
========
Depreciation and amortization expense for the period ended June 30, 2006 and
2005 was $115,142 and $53,379, respectively.
F-11
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 5 - Convertible Debentures
Convertible debentures at June 30, 2006 consist of the following:
a. Convertible debenture, due on demand, bearing interest at 8% per annum.
The debenture contains a provision for conversion at the holder's option
including accrued interest, into the Company's common stock at a
conversion price equal to 70% of the average closing bid price per share
of common stock for the five-day period prior to such conversion. The
related beneficial conversion feature has been fully charged to interest
expense by Dominix in prior years. $ 100,000
b. Convertible debenture, due on demand, bearing interest
at 13% per annum. The debentures contain a provision for
conversion, at the holder's option including accrued
interest, into the Company's common stock at a conversion
price equal to 70% of the average closing bid price per
share of common stock for the five-day period prior to
such conversion. The related beneficial conversion feature
has been fully charged to interest expense in prior years.
On May 18, 2006 the note holder elected to convert all
principal and interest into common shares, accrued
interest at the time of the conversion was $18,152.53
which converted into 23,614 shares of common. The note
holder also converted the principal into 32,468 shares of
common.
c. On July 1, 2005 a convertible promissory note holder, Michael Gunther,
assigned his $5,000 convertible promissory note from 110 Media Group, Inc.
to Vanguard Capital LLC and Blue Ridge Services. Blue Ridge Services in
turn assigned its portion of the note to Spidey Consultants. On August 9,
2005, Vanguard Capital LLC and Spidey Consultants converted the note, plus
accrued interest of approximately $2,505 into an aggregate of 60,000
post-split shares of the Company's common stock. -0-
-----------
Total convertible debentures 100,000
Less: current portion 100,000
Long-Term Debt, Net of Current Portion -0-
-----------
$ --
===========
F-12
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 6 - Notes Payable to Stockholders
As of June 30, 2006, certain stockholders had advanced to the Company
$1,453,515.73 for working capital purposes. The Company agreed to pay interest
at 8% per annum and the notes are all due October 31, 2006. Certain shareholders
converted accrued interest of $101,717.44 and principal of $387,265.76 into
2,867,086 shares of common.
On December 5, 2004, the Company acquired certain intangible assets, primarily
URL's from Global Reach, Inc. including a website known as Web1000.com along
with certain other intangible assets related to that website. The Company signed
a note for $100,000 at 6% per annum, payable over 12 months beginning January 1,
2005. In March 2005 Global extended payments until June 2006. At June 30, 2006
the company had an outstanding principal balance of $0.00.
As of March 31, 2006 William Mobley, Chairman of the Board and Andre Ford,
President advanced the Company $744,006 and $263,503, respectively. Interest at
6% per annum and due in full January 2007.
As of March 31, 2006 two stockholders advanced the Company $37,000 and $8,750,
respectively. Interest at 6% per annum and due in full January 2007 and on
demand, respectively.
As of March 31, 2006 related company advanced the Company $279,853. Interest at
6% per annum and due in full January 2007.
Accrued interest as of June 30, 2006 on these notes amounted to $495,070.45 and
is included in accounts payable and accrued expenses. (see Note 7)
NOTE 7 - Accounts Payable and Accrued Expenses Accounts payable and accrued
expenses at March 31, 2006 consist of the following:
Interest $495,070
Deferred Preferred Dividends 978
Professional fees 28,500
Accrued Compensation 61,079
Other 63,797
--------
$649,424
========
F-13
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 8 - Stockholders' Deficiency
Series AA Preferred Stock
On December 2 and December 3, 2004, Web2 Corp (the "Company") entered into two
Series AA Stock Purchase Agreements (the "Agreements") with Bruges Realty Corp
Charitable Remainder Trust (the "Investor") relating to the private placement of
an aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004,
each pursuant to the Agreements. The purchase price of the Series AA shares was
$1.00 per share, yielding proceeds of $438,000, before legal expenses of $7,500.
On June 16, 2006 Burgess elected to convert $102,732.50 of principal and
$47,267.50 of accrued dividends into 1,000,000 shares of common.
The Agreements, in addition to the kinds of representations and warranties
typical of this type of private placement, have provisions which require the
Company to register shares of its common stock issuable upon the conversion of
the Series AA Shares upon the demand of the holders of 51% of the outstanding
Series AA Shares given no earlier than June 2, 2005.
The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends, when declared
may be paid in shares of common stock of the Company at the holders option, or
at the Company's option if the shares to be issued may be resold pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Act") or can be immediately resold in reliance upon and exemption from
registration. The Series AA Shares are convertible at the holder's option into
that number of shares as are determined by dividing the liquidation preference,
including any unpaid cumulative dividends, by $0.20 (as adjusted pursuant to
anti-dilution provisions contained in the designation creating the series). The
shares may be redeemed at the Company's option for 125% of the liquidation
preference (including accrued and unpaid dividends) and must be redeemed by the
Company upon demand if the shares of Common Stock which may be issued on
conversion are not registered for sale under the Act one year after the holders
have requested registration.
F-14
WEB2 CORP AND SUBSIDIARY
(formerly 110 Media Group, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Employment Agreements
On December 22, 2005 the Company entered into an employment agreement with
William Mobley. The term of the agreement is for five (5) years commencing on
December 22, 2005. Mr. Mobley will serve as the Company's Chairman of the Board.
During the term of the agreement, the Company shall pay Mr. Mobley an annual
salary of $120,000 with adjustments governed by the Consumer Price Index. Mr.
Mobley shall also be entitled to a performance bonus to be determined by the
Board of Directors.
On December 22, 2005 the Company entered into an employment agreement with Andre
Forde. The term of the agreement is for five (5) years commencing on December
22, 2005. Mr. Ford will serve as the Company's President. During the term of the
agreement, the Company shall pay Mr. Forde an annual salary of $120,000 with
adjustments governed by the Consumer Price Index. Mr. Mobley shall also be
entitled to a performance bonus to be determined by the Board of Directors.
Consulting Agreements
On January 2, 2006 the Company entered into a consulting agreement with Cioffi
Business Management Services "CBMS". The consulting agreement is for an initial
term of six (6) months. The Company has agreed to compensate CBMS $30,000 as
well as issue the consultant 30,000 shares of its common stock for the initial
six (6) month term. During the term of the consulting agreement, the principal
shareholder of the consultant, Mr. Darren J. Cioffi, will act as the Company's
Chief Financial Officer.
NOTE 9 - Subsequent Events
On July 27, 2006 the company filed a Certificate of Amendment with the State of
Delaware amending the name from 110 Media Group, Inc. to Web2 Corp.
On July 27, 2006 the Company signed a purchase agreement with Securenext
Softwares Private Limited, an Indian Corporation to purchase Intellectual
property for $80,000 dollars and 250,000 shares of common stock.
F-15
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OVERVIEW
On December 22, 2005, the Company reorganized by entering into a stock purchase
agreement with Global Portals Online, Inc. ("Global") whereby the Company issued
11,442,446 shares of its common stock in exchange for all of the outstanding
common stock of Global. Immediately prior to executing the stock purchase
agreement the Company had 1,961,399 shares of common stock and 438,000 shares of
Series AA preferred stock issued and outstanding. The reorganization was
accounted for as a recapitalization of Global because the shareholders of Global
controlled the Company immediately after the acquisition. Therefore, Global is
treated as the acquiring entity. Accordingly there was no adjustment to the
carrying value of the assets or liabilities of Global. The Company is the
acquiring entity for legal purposes and Global is the surviving entity for
accounting purposes. Effective July 26, 2006, the company's name was changed to
Web2 Corp. Effective July 31, 2006, the company's symbol for listing on the Over
the Counter bulletin board was changed to WBTO.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our condensed consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosures. A summary of
those accounting policies can be found in the footnotes to the consolidated
financial statements included elsewhere in this report. Certain of our
accounting policies are considered critical as they are both important to the
portrayal of our financial condition and results of operations and require
judgments on the part of management about matters that are uncertain. We have
identified the following accounting policies that are important to the
presentation of our financial condition and results of operations.
REVENUE RECOGNITION
Revenue recognized through June 30, 2006 represents revenue from its redirect
traffic and other media entertainment. The Company receives a fee for revenue
generated under the sale of other media entertainment that is recognized upon
shipment of the merchandise. Sales generated from list services are recognized
upon completion of services. Revenues generated from Web1000.com site consists
of monthly fees paid to the Company for redirect traffic.
RESULTS OF OPERATIONS -
The following table includes consolidated statements of operations data for the
three and six months ended June 30, 2006 and 2005 expressed as dollar amounts.
Three Months Six Months
Ended June 30 Ended June 30
---------------------------- ----------------------------
2006 2005 2006 2005
----------- ----------- ----------- -----------
Revenues
Website Revenue $ 182,531 $ 24,434 $ 263,064 $ 26,436
----------- ----------- ----------- -----------
Total Revenue $ 182,531 $ 24,434 $ 263,064 $ 26,436
Costs and Expenses
Cost of Revenue 105,569 -- 279,426 9,159
Selling, general and administrative 176,685 91,970 310,874 405,489
Depreciation 61,763 8,624 115,142 9,274
Stock Based Compensation 199,338 -- 199,338 89,219
----------- ----------- ----------- -----------
Total operating expenses 543,355 100,594 904,780 513,141
----------- ----------- ----------- -----------
Operating Loss (360,824) (76,160) (641,716) (509,383)
Other Expense
Interest 77,462 78,487 158,153 633,151
Net Loss $ (438,287) $ (154,647) $ (799,869) $(1,142,534)
=========== =========== =========== ===========
Preferred Dividend Series AA $ 7,365 $ -- $ 15,030 $ --
----------- ----------- ----------- -----------
Net loss applicable to common shareholders $ (445,652) $ (154,647) $ (814,899) $ (376,941)
----------- ----------- ----------- -----------
1
The following discussion relates to the historical financial statements of Web2
Corp and subsidiary and should be read in conjunction with the consolidated
financial statements and related notes.
Results of Operations - Comparison of Three Months Ending June 30, 2006 and 2005
Revenues
Our total revenues were $182,531 for the quarter ended June 30, 2006 an increase
of $158,097 from the corresponding period in 2005. All of our revenue during the
quarters ended June 30, 2006 and 2005 were derived from the sales from our
website. We believe revenues generated by Web2 Corp's website will increase in
2006 due to the acquisition of Web1000 property and additional product
offerings.
Cost Of Revenues
Our cost of revenues was $105,569 for the quarter ended June 30, 2006, an
increase of $105,569 from the corresponding period of 2005. The increase in cost
of revenues resulted primarily from the acquisition of the Web1000 property
costs needed in the promoting and marketing of our websites.
Depreciation and Amortization
Depreciation and amortization were $61,763 for the quarter ended June 30, 2005
an increase of $53,139 over the corresponding period in 2004. The increase in
depreciation and amortization is a result of computer equipment purchases which
is being depreciated over 3 years as well as the amortizing of Web1000 property
which is also being amortized over 3 years.
Selling, General and Administrative
Selling, general and administrative expenses were $176,685 for the quarter ended
June 30, 2006, an increase of $84,715 over the corresponding period in 2005. The
increase in selling, general and administrative expenses resulted primarily from
increased salaries for employees, as well as for accounting and legal services
rendered.
Results of Operations - Comparison of Six Months Ending June 30, 2006 and 2005
Net revenues increased by 895% from $26,436 for the period ended June 30, 2005
to $263,064 for the period ended June 30, 2006. The improvement in revenues was
a result of the acquisition of Web1000 properties and increased traffic to our
existing and newly created websites.
Depreciation and amortization increased from $17,321 for the period ended June
30, 2005 to $115,142 for the period ended June 30, 2006. The increase is due to
the acquisition of Web1000 properties and increased traffic to our existing and
newly created websites.
Selling, general and administrative expenses increased from $228,017 for the
period ended June 30, 2005, to $310,874 for the period ended June 30, 2006. The
increase is due to the acquisition of Web1000 properties and increased traffic
to our existing and newly created websites.
Interest expense increased from $158,039 for the period ended June 30, 2005, to
$158,153 for the period ended June 30, 2006.The increase is due to the
restructuring of debt and additional loans received during 2006.
2
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2006, our cash totaled $197,258.
Net cash used in operating activities was $299,972 for the period ended June 30,
2006 compared to $213,714 for the period ended June 30, 2005. The increase in
cash used relates to the company restructuring in December 2005.
Net cash used by Investing activities was $5,759 for the six months ended March
31, 2006 compared to net cash used in investing activities of $ 21,020 for the
same period last year. The decrease in cash flows from Investing Activities was
due to the recapitalization of Global Portals.
Net cash provided from financing activities was $361,225 for the six months
ended June 30, 2006 as compared to net cash provided in financing activities of
$252,500 for the six months ended June 30, 2005. The $361,225 represents loans
made to the Company by related parties, repayment of loan principal and the sale
of common stock of $106,000.
In view of our accumulated deficit and recurring losses there is substantial
doubt about our ability to continue as a going concern. In this regard
management is adopting a plan for the development of our website product lines
as well as seeking additional capital through the private sale of our debt or
equity securities. There is no assurance that we will complete any financing or
that we will achieve profitable operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
We expect to fund development expenditures and incur losses until we are able to
generate sufficient income and cash flows to meet such expenditures and other
requirements. We do not currently have adequate cash reserves to continue to
cover such anticipated expenditures and cash requirements. These factors, among
others, raise substantial doubt about our ability to continue as a going
concern.
On December 2 and December 3, 2004, the Company entered into two Series AA Stock
Purchase Agreements (the "Agreements") with Bruges Realty Corp Charitable
Remainder Trust (the "Investor") relating to the private placement of an
aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004.
The purchase price of the Series AA shares was $1.00 per share, yielding
proceeds of $438,000, before legal expenses of $7,500.
The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends are payable
quarterly commencing March 31, 2005 and may be paid in shares of common stock of
the Company at the holders option, or at the Company's option if the shares to
be issued may be resold pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") or can be immediately resold
in reliance upon and exemption from registration. The Series AA Shares are
convertible at the holder's option into that number of shares as are determined
by dividing the liquidation preference, including any unpaid cumulative
dividends, by $0.20 (as adjusted pursuant to anti-dilution provisions contained
in the designation creating the series). The shares may be redeemed at the
Company's option for 125% of the liquidation preference (including accrued and
unpaid dividends) and must be redeemed by the Company upon demand if the shares
of Common Stock which may be issued on conversion are not registered for sale
under the Act one year after the holders have requested registration. There was
no beneficial conversion feature related to this series of Preferred Stock.
The holders of the Series AA Preferred Stock were granted demand registration
rights which are exercisable no earlier than six months from the purchase date.
The demand registration rights require the Company to file a registration
statement no later than 60 days after receiving the demand registration notice
and also require the registration statement to be declared effective by the SEC
within 90 days from the filing date. For each month that the registration
statement is filed late or declared effective late, liquidating damages are
payable to the holders equal to 1 1/2% of the purchase price of the shares up to
a maximum amount of 25%. As long as any Series AA Preferred Stock is
outstanding, the Company must obtain the approval of a majority of the
outstanding shares of the Series AA Preferred Stock to amend its certificate of
incorporation or by-laws or authorize a new class of capital stock which is on
parity with or has priority over the Series AA Preferred Stock.
3
The holders of the Series AA Preferred Stock have the right to demand that the
Company redeem their shares of Series AA Preferred Stock in the event that a
registration statement, which includes the conversion of the Series AA Preferred
Stock, has not been declared effected by the SEC within one year from the date
that a demand registration notice is given to the Company covering at least 51%
of the Series AA Preferred Stock. After receiving notice of redemption from the
holders of the Series AA Preferred Stock, the Company may not make any capital
expenditures in excess of the amount approved by the Company's board of
directors or acquire any entity or assets of any business for a purchase price
in excess of $200,000. If the Company does not have sufficient funds to redeem
all the outstanding shares, then at the Board of Directors determination, the
redemption will be made over time as funds become available.
Based on the above described contingent mandatory redemption obligation, the
liquidation preference of the Series AA Preferred Stock has been classified as
mezzanine equity.
Lease Obligations
The Company lease office 1,851 sq ft of office space at 100 Lucerne Circle,
Orlando Florida. The original agreement was dated February 10, 2004 and expired
on February 9, 2006. The Company extended the lease on March 1, 2006 for an
additional 24 months.
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to income tax and marketing related agreements with our affiliates. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
4
FORWARD-LOOKING STATEMENTS; MARKET DATA
The discussion in this Quarterly Report on Form 10-QSB contains forward-looking
statements that involve risks and uncertainties. The statements contained in
this Report that are not purely historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding our expectations, beliefs, intentions or strategies
regarding the future. All forward-looking statements included in this document
are based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Our actual results
could differ materially from those described in our forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving industry; our ability to implement our business plan; and
our ability to manage our growth, retain and grow our customer base and expand
our service offerings.
We make forward-looking statements in the "Management's Discussion and Analysis
of Financial Condition and, Results of Operations" above. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations, intentions and assumptions and other statements that
are not historical facts. We generally intend the, words "expect", "anticipate",
"intend", "plan", "believe", "seek", "estimate" and similar expressions to
identify forward-looking statements.
This Quarterly Report on Form 10-QSB contains certain estimates and plans
related to us and the industry in which we operate, which assumes certain
events, trends and activities will occur and the projected information based on
those assumptions. We do not know that all of our assumptions are accurate. In
particular, we do not know what level of growth will exist in our industry, if
any, and particularly in the foreign markets in which we operate, have devoted
resources and in which we shall seek to expand. If our assumptions are wrong
about any events, trends and activities, then our estimates for future growth
for our business may also be wrong. There can be no assurances that any of our
estimates as to our business growth will be achieved.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued Interpretation No. 46 (revised),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,"
("FIN 46R"). FIN 46R addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). Fin 46R replaces FIN46 that was issued in January 2003. All public
companies were required to fully implement FIN 46R no later than the end of the
first reporting period ending after March 15, 2004. The adoption of FIN 46R had
no impact on Web2 Corp's financial condition or results of operations.
5
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision
of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends FASB Statement No. 95, Statement of Cash Flows. The approach to
accounting for share-based payments in Statement 123(R) is similar to the
approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values and no
longer allows pro forma disclosure as an alternative to financial statement
recognition. The Company will be required to adopt Statement 123(R) at the
beginning of its quarter ending March 31, 2006. The Company has not determined
what financial statement impact Statement 123(R) will have on the Company.
COMMITMENTS
Our commitments that are required to be disclosed in tabular form as of December
31, 2005 including a subsequent employment and consulting agreements entered
into through March 31, 2005, are as follows;
2006 2007 2008 2009 2010
-------- -------- -------- -------- --------
Convertible Debentures (in default) $125,000 -- -- -- --
Notes payable - Global $ 52,275 -- -- -- --
Due to Stockholders $281,576 -- -- -- --
Redeemable preferred $471,215 -- -- -- --
Operating leases $ 44,436 44,436 7,406 -- --
Employment agreements $240,000 240,000 240,000 240,000 240,000
Consulting agreements $ 60,000 -- -- -- --
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements.
Item 3: Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in the reports filed under the
Securities Exchange Act, is recorded, processed, summarized and reported within
the time periods specified by the SEC's rules and forms. Disclosure controls are
also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Based upon their evaluation as of the end of the period covered by this report,
our chief executive officer and chief financial officer concluded that, our
disclosure controls and procedures are effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.
In addition to the matters discussed above, the independent registered public
accounting firm responsible for the audit of Web2 Corp's financial statements as
of and for the year ending December 31, 2006 must attest to and issue a report
on management's assessment of the design and operational effectiveness of our
internal control over financial reporting. Although we intend to conduct a
rigorous review of our internal control over financial reporting to help achieve
compliance with the Section 404 requirements of the Sarbanes-Oxley Act, if our
6
independent registered public accounting firm is not satisfied with our internal
control over financial reporting or with the level at which it is documented,
designed, operated or reviewed, they may decline to attest to management's
assessment or may issue a qualified report identifying either a significant
deficiency or a material weakness in our internal controls. This could result in
significant additional expenditures responding to the Section 404 internal
control audit, a diversion of management attention and potentially an adverse
reaction to our common stock in the financial markets.
Limitations of Disclosure Controls and Procedures
Our management, including our chief executive officer and chief financial
officer does not expect that our disclosure controls or internal control over
financial reporting will prevent all errors or all instances of fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our Company 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.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
7
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None.
Item 2: Changes in Securities
(a) None
(b) None
(c) None
(d) Not Applicable.
Item 3.: Defaults upon Senior Securities
None.
Item 4.: Submission of Matters to a Vote of Security Holders
None
Item 5.: Other Information
None
Item 6.: Exhibits
(a) The following exhibits are filed as part of this report:
31.1 Certification of Chief Executive Officer of Periodic
Report pursuant to Rule 13a-14a and Rule 15d-14(a).
31.2 Certification of Chief Financial Officer of Periodic
Report pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1 Certification of Chief Executive Officer of pursuant to
18 U.S.C. - Section 1350.
32.2 Certification of Chief Financial Officer of pursuant to
18 U.S.C. - Section 1350.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: August 9, 2006 WEB2 CORP
By: /s/ William Mobley
---------------------------------------------
William Mobley, Chief Executive Officer
By: /s/ Darren Cioffi
---------------------------------------------
Darren Cioffi, Chief Financial Officer
9