UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2009
--------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Universal Infotainment Systems Corporation
------------------------------------------
(Name of small business issuer in our charter)
Nevada 3670 80 018 7018
(State or other (Primary Standard IRS I.D.
jurisdiction of Industrial Classification
incorporation Code Number)
or organization)
East West Corporate Center
1771 Diehl Road, Suite 330 60563
Naperville, Illinois 60563
Registrant's telephone number: 630-390-7674
SEC File No. 333-154227
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
-----------------
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
1
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act.) Yes |_| No |X|
The number of outstanding shares of the Registrant's Common Stock,
$0.0001 par value, was 29,114,246 shares as of July 20, 2009.
TABLE OF CONTENTS
PART I.........................................................................4
Item 1. Description of Business...............................................4
Item 2. Description of Property..............................................13
Item 3. Legal Proceedings....................................................13
Item 4. Submission of Matters to a Vote of Security Holders..................13
PART II.......................................................................13
Item 5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities................................13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.........................................................14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........18
Item 8. Financial Statements and Supplementary Data..........................19
Item 9A. Controls and Procedures............................................F-18
Item 9B. Other Information..................................................F-18
PART III....................................................................F-18
Item 10. Directors, Executive Officers and Corporate Governance.............F-18
Item 11. Executive Compensation.............................................F-20
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.................................................F-24
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................................F-25
Item 14. Principal Accountant Fees and Services.............................F-25
Item 15. Exhibits...........................................................F-26
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This Annual Report on Form 10-K, the other reports, statements, and
information that we have previously filed or that we may subsequently file with
the Securities and Exchange Commission, or SEC, and public announcements that we
have previously made or may subsequently make include, may include, incorporate
by reference or may incorporate by reference certain statements that may be
deemed to be "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits
of that act. Unless the context is otherwise, the forward-looking statements
included or incorporated by reference in this Form 10-K and those reports,
statements, information and announcements address activities, events or
developments that Universal Infotainment Systems Corporation (hereinafter
referred to as "we," "us," "our," "our Company" or "Universal") expects or
anticipates, will or may occur in the future. Any statements in this document
about expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and are forward-looking statements. These
statements are often, but not always, made through the use of words or phrases
such as "may," "should," "could," "predict," "potential," "believe," "will
likely result," "expect," "will continue," "anticipate," "seek," "estimate,"
"intend," "plan," "projection," "would" and "outlook," and similar expressions.
Accordingly, these statements involve estimates, assumptions and uncertainties,
which could cause actual results to differ materially from those expressed in
them. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this document. All forward-looking
statements concerning economic conditions, rates of growth, rates of income or
values as may be included in this document are based on information available to
us on the dates noted, and we assume no obligation to update any such
forward-looking statements. It is important to note that our actual results may
differ materially from those in such forward-looking statements due to
fluctuations in interest rates, inflation, government regulations, economic
conditions and competitive product and pricing pressures in the geographic and
business areas in which we conduct operations, including our plans, objectives,
expectations and intentions and other factors discussed elsewhere in this
Report.
Certain risk factors could materially and adversely affect our
business, financial conditions and results of operations and cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made by us, and you should not place undue reliance
on any such forward-looking statements. Any forward-looking statement speaks
only as of the date on which it is made and we do not undertake any obligation
to update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. The risks and uncertainties we currently
face are not the only ones we face. New factors emerge from time to time, and it
is not possible for us to predict which will arise. There may be additional
risks not presently known to us or that we currently believe are immaterial to
our business. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements. If any such risks occur, our business, operating results, liquidity
and financial condition could be materially affected in an adverse manner. Under
such circumstances, you may lose all or part of your investment.
The industry and market data contained in this report are based either
on our management's own estimates or, where indicated, independent industry
publications, reports by governmental agencies or market research firms or other
published independent sources and, in each case, are believed by our management
to be reasonable estimates. However, industry and market data is subject to
change and cannot always be verified with complete certainty due to limits on
the availability and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties inherent in any
statistical survey of market shares. We have not independently verified market
and industry data from third-party sources. In addition, consumption patterns
and customer preferences can and do change. As a result, you should be aware
that market share, ranking and other similar data set forth herein, and
estimates and beliefs based on such data, may not be verifiable or reliable.
3
PART I
Item 1. Description of Business
Organization
- ------------
Universal Infotainment Systems Corporation was incorporated in Nevada on April
14, 2008. On April 14, 2008, we acquired our three product lines described below
and the plans and specifications for making these products, from Universal
Global Corporation, an entity wholly-owned by Emanuel G. Pavlopoulos, our
Chairman. Under the assignment agreement, Universal Global Corporation assigned
all rights, title and interest in the UNS system to us for its further
development and commercialization. The assets were transferred in connection
with our agreement to allow Mr. Pavlopoulos to acquire 25,000,000 shares of our
common stock at $.0001 per share for a cash consideration of $2,500 upon
formation. There was no separate consideration required to be paid by us in
exchange for the UNS system. Universal Global Corporation was dissolved on
November 20, 2008.
Universal Global was involved in the development of the technology used in our
systems.
Business
- --------
We are a development stage company. We have generated no revenues to date. Our
auditors have raised substantial doubt as to our ability to continue as a going
concern.
In April, 2009 we changed the name of our product line from UNS to UIS. The
product lines are now:
1) UIS Personal Infotainment and Navigation System
2) UIS Fleet Management and Tracking Application (UIS FMTS)
3) UIS Tracking and Surveillance (UIS TS)
We will need only approximately $200,000 to $250,000 in order to remain
in business during the next 12 months with minimal operations, primarily used
for salaries and expenses and anticipated expenses of being a public company. We
need approximately $6,395,385 during the next 12 months to implement our
business plan to sell what we call UIS Infotainment Systems for use in
passenger, commercial and government agency vehicles. These systems combine our
proprietary GPS Navigation and Display Engine, combining aerial and satellite
imagery/photographs rather than traditional grid map displays, with
communications capabilities for 3G Communications Audio/Video, Internet
Browsing, E-mail, Fax, Text messaging and similar functions available today on
many cellular telephones. We call this combination of services "Infotainment."
We will offer three lines of products:
|_| UIS Personal Infotainment and Navigation System.
o This system contains our basic system features for personal
use.
|_| UIS Fleet Management and Tracking Application which we market
under the name "UIS FMTS."
o This system combines the features found in our personal
infotainment system with additional software and hardware
allowing real time tracking and video from the commercial
vehicle and scheduling data such as whether the vehicle is on
schedule.
4
|_| Stealth and covert monitoring systems - UIS TS
o Two-way communications capabilities linked to a Monitoring and
Support Center with trained staff on duty 24 hours a day,
seven days a week.
o This system is available only to law enforcement, homeland
security and similar agencies that have the legal right to bug
and track vehicles suspected of being involved in criminal
activity. In other respects, it is similar to the FMTS system.
Other Features
- --------------
We will offer 911 emergency notification services similar to that offered by
General Motor's OnStar(R) system at no charge. We will also offer Video calling
but only between persons both using our system.
Our System is wired into to a vehicle's basic functions such as Drive Gear,
Reverse Gear, Brake and Speed sensing areas. For safety purposes, the vehicle
must be stopped for system to system Video call, connect to the internet, and
watching movies from the driver panel screen.
Technology in Our Systems
- -------------------------
The technology used in our three lines of products which we acquired from
Universal Global Corporation upon formation uses Satellite and or Aerial
photography imagery maps that are much more intuitive and informative than
existing color map displays. Also, unlike current systems, our maps are updated
in a central data base and downloaded to the hard drive of our systems,
eliminating the need for using CD's to input mapping data.
Our system is equipped with what is known as 3G technology. Although just coming
into service in the U.S., 3G offers higher speed and greater data transmission
wireless communications capabilities than those currently in use today on
cellular products. This technology will work anywhere in the world, unlike most
current technologies which require the user to switch hardware for use in
different countries. Our system will, however, operate on lower technology, non
3G existing wireless communications networks that are used in cellular phone
communication in the U.S. and elsewhere.
Our products have proprietary software/hardware that provide the positioning,
navigation, video and map display and control the communications functions. We
use a unique approach to displaying the map and determining the vehicle location
such that the vehicle is always centered in the screen within centimeters of its
position as shown relative to the image details, effectively providing lane
level accuracies. Because of the unique approach for managing the map and
navigation data, the user does not have to worry about loading and/or changing
CD/DVD.
Our proprietary navigational engine UNS Navi runs the product in whole to be
able to show real time travel - no blipping or jerking- and allows the UIS
display on the screen to zoom-out and in, without the refreshing and breaking-up
on the image display as Google or others do. It also allows the navigational
function to continue to run while the user is using the communications
functions.
Pricing
- -------
5
We anticipate that our Consumer UIS Infotainment system will be approximately
$1,700.
Additional Costs Borne by the Customer
- --------------------------------------
Our system contains technology that enables our customers to use existing
wireless networks for data and voice transmission. However, the customer will
have to pay airtime and similar costs themselves, much as they do with existing
cellular phones. To make this work in our system, the customer will need to
provide the installation facility with a SIM card from their choice of provider.
The installer will install this SIM card in the 3G UMTS/CDMA/WCDMA/GPRS/GSM
PCMCI CARD provided with the system at no extra cost and the customer will have
access the communication capabilities of 3G technology, where available.
|_| Universal Mobile Telecommunications System (UMTS) is the network
technology used for 3G cell phone communication.
|_| Code Division Multiple Access (CDMA) is a transmission channel utilized
by various radio communication technologies. It allows several
transmitters to send information simultaneously over a single
communication channel.
|_| Wideband Code Division Multiple Access (W-CDMA) is a detailed protocol
that defines how a mobile phone communicates with the tower, how
signals are modulated, how datagrams are structured, and system
interfaces are specified allowing technology to be designed on the same
standards.
|_| General Packet Radio Service (GPRS) is new non-voice mobile phone
technology that allows information to be sent and received across a
mobile telephone network more quickly, immediately due to the way in
which data is transmitted.
|_| PCMCIA CARD are cards that fit into slots in computers and are commonly
used as memory expansion, modem, or other uses. A card such as this
contains our 3G/GSM/GPRS/Telephony functionalities and bandwidths.
|_| Global System for Mobile Communications (GSM) is considered an advanced
digital cellular technology, currently primarily used in Europe and
Asia. GSM are used for global roaming and many new GSM phones are
called global phones because they can be used in virtually any country.
The customer must buy separately the display screen used in the vehicle, at a
cost estimated to be between $250 to $1,000 depending upon size and quality of
the screen.
Via our proprietary SOS Software included in the UIS unit that the consumer
purchases, the consumer will have access to the 911 emergency services via
Audio/Video. The customer will, however, pay separately for non emergency
information requests.
We intend to update our maps 2 to 3 times each year. These updates are loaded
directly into the hard drive of our product using wireless communications. For
the first two years, we will provide these services for free. Thereafter, we
will charge a nominal subscription fee per year which will provide the consumer
with extended software/hardware warranty and free Up-dates including the UIS
live help/support center via the in vehicle screen. SOS Software and
implementation will always be free of charge to any UIS user.
6
Product Development Status
- --------------------------
There have been approximately 100 prototype UIS systems manufactured. They are
operating in the United Arab Emirates. These prototypes were manufactured in
Taiwan under the direction of Universal Global Corporation, the affiliate that
assigned all rights, title and interest in the UIS system to us upon formation
for further development and commercialization. None of these products were sold
and we have not generated any revenues from these prototypes.
UNS Labs USA, a research and development division of UISC, has begun testing the
presently available Wi-Fi and 3G Networks for implementation in the UISC product
line. These Networks will be utilized for the Video/Telecommunications and 24x7
customer Support Centers Technologies of the UISC products; UIS Infotainment,
UIS FMTS and UIS TS.
UNS Labs Taiwan ROC (TW/ROC) has begun creating the technological infrastructure
for the production of the UIS and UIS FMTS systems. UNS Labs TW/ROC will also
focus on testing of hardware units from three separate manufacturers of which
two will be chosen to provide UISC with the necessary hardware for the UISC UIS
product line. UNS Labs TW/ROC is an independent company and is not owned by
UISC.
In order to be able to sell our products in the United States, we need to:
|_| Complete the photo maps, including graphic clean up for such things as
eliminating pictures of other vehicles on the roadway.
o We are in the process of securing a written understanding with
Navteq and Tele Atlas to supply the North America navigable
data required and imagery if need be.
o We have only completed mapping of one local area in Michigan
o We intend to commence the production of specific regional US
areas such as the East Coast and the West Coast, while IL, MO,
AR, MIN, TX, WI, OH and other Midwestern states should be
finished by the end of 2009 with the rest of United States to
follow.
|_| Manufacture the Product
o We have established relationships with manufacturers in Taiwan
to manufacture our products. All products will be manufactured
on a purchase order basis.
We have entered into discussions with ASUSTek Computer Inc., Cypress Technology
Co., Ltd., Giga-byte Technology Co., Ltd., and Zettabyte Computers Co., Ltd. in
Taiwan; however, we have no formal agreements with these or any other
manufacturers.
|_| Establish a Retail Sales and Installation Network
o We have held preliminary discussions with retailer/installers
but have no contracts in place for this service.
|_| Support Centers
o Our initial support center in Illinois is operational. We
anticipate opening up to six additional support centers that
we will develop as we roll the product out and have map
capabilities in the geographic areas where the centers will be
located. First there is the Naperville, IL center for the
central region of the U.S. As we proceed to the date of
releasing the system to the US regions, more support centers
will be created in each of the corresponding regions. Atlanta
in the South/East, Texas in the South/West, San Diego in the
West Coast/Pacific, Montana and/or N Dakota for the Mountain
Region, and Pennsylvania or Delaware for the East Coast.
7
We estimate the costs to finish these steps to be $350,000. Our timing estimates
are based upon raising sufficient capital and it taking approximately 6 to 9
months thereafter.
International Product Sales
- ---------------------------
We contemplate also rolling out our products in United Arab Emirates, or UAE, at
the same time as in the U.S.
In the UAE, we are more advanced in the sales cycle in that:
|_| Photo maps have been completed, including graphic clean up for such
things as eliminating pictures of other vehicles on the roadway.
o We are in the process of securing written agreements with
Space Imaging Middle East (SIME) and Navteq to supply these
maps on an on-going basis. We have no formal agreements at
this time.
|_| We are in the process of securing the necessary Sales and Installation
agreements in the United Arab Emirates. We have no formal agreements at
this time.
The remainder of the sales cycle process is the same as in the U.S.
On April 20, 2009, we entered into an agreement with LOW RIDER ESTABLISHMENT,
existing under the United Arab Emirates Law, Abu Dubai ("Low Rider") pursuant to
which Low Rider acquired what is called a Franchise and Distribution, but in
fact is only a distribution agreement, of the "Aftermarket" version of the UNS
Navigation Multimedia System.
Both parties agreed that the "Goal" is at a minimum of 660 UNS Navi Systems
"installed" per month, at the "After market" level. For this reason we agreed to
provide Assistance support and Marketing support to Low Rider.
Should the sale of 8,000 in number of Systems for the First Year be achieved by
Low Rider, we will return the AED 70,000 (USD $19,022) Deposit to Low Rider
which we expect to receive in the coming months. Further, a 24 hour & 7 days per
week "Support Center" will be provided by us, for the benefit of live support to
Low Rider and that of Low Rider Clients.
For the purpose of clarifying Initial Marketing, Promotional and Advertising
Plan, both Parties hereto agreed that we in conjunction and co-operation with
Low Rider, plan a "Launch" of the "System" to the UAE "After Market", no later
than November 1st 2009 in Abu Dhabi UAE first, and subsequently to the remaining
Emirates to follow.
Both Parties agree that what is called a Franchise Royalty Fee but is really a
payment on the distributor agreement of 5% on Gross Sales per Year of Low Rider,
will be "waived" for the first year, (Calendar 12 Months from date of launching
the Product) and it will come into effect on, the beginning of the Second Year
and starting with the end of the first calendar quarter of the Second Year.
8
The Agreement between the Parties is for a 5 Year period, with Automatic Renewal
to be exercised at 5 year intervals each thereafter, commencing with the date of
signing of the Agreement.
Commercial Vehicle called Fleet Management Tracking and Surveillance - FMTS
- ---------------------------------------------------------------------------
This product contains functions similar to our consumer product; however this
application is specifically designed for Fleet Management and Tracking, which in
itself functions in a different environment, allowing the Fleet companies to
monitor amongst many other requirements they any have on a individual need
basis:
|_| Speed
|_| Oil Pressure
|_| Fuel available-fuel consumption
|_| Seat pressure
|_| position and "on" Seatbelt confirmation
|_| Door opening for Driver and or passenger
|_| Tire pressure
|_| air Brakes Systems functionality
|_| Water temperature,
|_| Erratic driving (because they monitor real time and when the set
parameters for this are violated, then an alarm is shown on the
dispatchers screen to activate visual to that vehicle. The same happens
when any vehicle veers-off the scheduled route.)
Two way communications with the driver of the vehicle are included in this
package allowing Audio/Visual with the cabin, while 2 extra other cameras will
allow the monitoring station -dispatcher- to see in front of the vehicle and in
the rear trailer/compartment/bay of the vehicle and engine "shut-off" option.
The specially designed Trapezia multi screen Unit with the whole monitoring
application is provided for the customer in this package. In addition to the
above, we will work with the client to simply add on to the application any
additional requirements they may have.
Pricing
- -------
We anticipate that price of our base FMTS system will be approximately $10,000
for in-house software and hardware at the customers monitoring center. The
equipment in each vehicle can range from $2,000 to $3,500 depending upon the
customer's requirements.
Additional Costs Borne by the Customer
- --------------------------------------
For FMTS, we will charge $2,000 per year or more depending upon the customer's
requirements for back up and after warranty services.
We will provide monitoring services under the terms of service contracts which
provide monthly recurring revenue to us. Typically, these contracts will have an
initial period of one to five years. The amount of revenues derived from
monitoring services is based on customer options for monitoring and control
functions, such as monitoring movement of vehicles in a fleet, providing timely
response to emergency button activation or the ability to disable a vehicle. The
cost for this service will be $2,000 per year or more depending upon the
customer's requirements for this service.
9
We also will provide the client with the ability to use our servers as a
backup/mirror of their system and use our server in case their system
experiences service interruptions for approximately $2,000 per year or more
depending upon the customer's requirements for this service.
Product Development Status
- --------------------------
We have currently only one prototype in operation.
Although we will sell the FMTS product through distributors, we anticipate that
our field Inspectors will be at hand for monitoring in-vehicle Installations,
Quality Control and for assurance purposes.
The product development steps and costs to bring this product to market are the
same as for our commercial UIS System.
Tracking and Surveillance System for Governmental Agencies Only - TS
- --------------------------------------------------------------------
This version of our product affords Government/Police/Homeland Security agencies
to monitor live down to two inch accuracy in actual vehicle position, any one
they wish to monitor. From a bank robber to a suspected threat to the
city/border security/national security, while the individual has no way of
knowing that they are been monitored simply because, the surveillance is taking
place via specially available transmitting devices, transmitting the position of
the suspect live and real time to the monitoring center and that of the pursuing
vehicles screens. This allows for on-time decisions to be made as to the
apprehension of the suspects to when, where and also giving ample time for
decisions such as deploying back-up. The suspect has no clue of what is
happening, because they never saw a vehicle following them, or have heard any
helicopters hovering above trying to locate their exact position based on
current triangulation methods.
We also offer a "Bait Car" solution for Law enforcement to deploy in aiding the
fight against auto theft--a car with an integrated tracking device can be left
unattended and we can notify law enforcement if the vehicle moves.
Pricing
- -------
We anticipate that price of our base TS, or tracking and surveillance system
will be approximately $45,000 at the station monitoring facilities. For hardware
and software, and for field equipment/installation, costs can run up to $3,000
per vehicle, all depending on the type of monitoring required which is specified
by the client.
We anticipate that the customer will provide their own service and support
systems, to the extent that UIS TS is designed to enhance their present
operations.
Product Development Status
- --------------------------
We have currently completed software development but have no prototype in
operation.
10
We will sell the TS product directly and not through distributors, and we will
as in the FMTS Version of UIS, monitor field equipment installation procedures,
to assure proper quality of workmanship for UIS TS operating in the field. The
necessary hardware and software for the monitoring facility for TS will be
installed by us and training will also be part of the sales package.
The product development steps and costs to bring this product to market are the
same as for our commercial UIS System.
Warranties
- ----------
We only warranty equipment we provide and software for a 24 month period.
Intellectual Property
- ---------------------
We have no intellectual property except for our trademarks for which we have
applied and the technology we acquired upon our formation. To prevent
stealing/copying the technology used in our product, we have built numerous fail
safes in the software and hardware, not only to protect our technology, but also
to protect the rights of the UIS user as to the personal information of the
consumer contained within the unit's built-in hard-drive. One of the most
effective fail safes built into the device is: If the device is opened,
unplugged or removed, the hard drive with all of our proprietary data and
software is all wiped out, including all information of the user.
Regulation
- ----------
In addition to regulations applicable to businesses in general, we may also be
subject to direct regulation by United States governmental agencies, including
the Federal Communications Commission, Department of Defense, Department of
Commerce, or the State Department. These regulations may impose licensing
requirements, privacy safeguards relating to certain subscriber information, or
safety standards, for example with respect to human exposure to electromagnetic
radiation and signal leakage. A number of legislative and regulatory proposals
under consideration by federal, state, provincial, local and foreign
governmental organizations may lead to laws or regulations concerning various
aspects of the Internet, wireless communications and GPS technology, including
on-line content, user privacy, taxation, access charges and liability for
third-party activities. Additionally, it is uncertain how existing laws
governing issues such as taxation on the use of wireless networks, intellectual
property, libel, user privacy and property ownership will be applied to our
navigation/communication solutions. The adoption of new laws or the application
of existing laws may expose us to significant liabilities and additional
operational requirements, which could decrease the demand for our
navigation/communication solutions and increase our cost of doing business.
Wireless communications providers who supply our customers with airtime are
subject to regulation by the Federal Communications Commission, and regulations
that affect them could also increase our costs or limit our ability to provide
navigation/communication solutions.
Competition
- -----------
We face strong competition for our navigation/communication products, and this
competition is expected to increase in the future. Current players in the
vehicle navigation market include OEM delivered systems (BMW, Mercedes, Lexus,
and GM) as well as several add-on suppliers (Nokia, Tom-Tom, Alpine, Kenwood).
We are a small, start up participant in the market.
11
Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. If we are unable to compete
successfully, our business may suffer and our sales cycles could lengthen,
resulting in a loss of market share or revenues.
We compete primarily on the basis of functionality, integration capability, and
deployment expertise, ease of use, quality, price, service availability, and
customer service. These are mainly focused on the PDA solution or DVD based
players that are supplied as additional equipment for the vehicle. Performance
of these systems is limited due to the technology choice and capability of the
vehicle interface and installation. Universal will offer support services such
as a 24/7 call center, as a standard feature. Most systems either don't offer
this level of support or they offer it as an optional cost item.
As the demand for navigation/communication products increases, the quality,
functionality, and breadth of competing products and services will likely
improve and new competitors will likely enter our market. In addition, the
widespread adoption of industry standards and the deployment of high-speed
wireless data networks may make it easier for new market entrants or existing
competitors to improve their existing products and services, to offer some or
all of the products and services we offer or may offer in the future, or to
offer new products and services that we do not currently offer. We also do not
know to what extent competing navigation/communication products competitors will
develop, including devices developed internally or through captive suppliers.
Research and Development
- ------------------------
We recorded $39,500 of research and development expenses in fiscal year 2009 and
none in our initial fiscal year.
Employees
- ---------
As of December 31, 2008, we have only 6 employees, 4 members of management, of
which only Mr. Ioannidis is full time and the other three of which are part
time, 2 sales/market executives, both part time. Of those working part-time, Mr.
Pavlopoulos devotes approximately 40 hours per week, Mr. Lawand devotes
approximately 10 hours per week, and Mr. Beattie devotes approximately 15 hours
per week to our business.
Additional Information
We are a public company and file annual, quarterly and special reports and other
information with the SEC. We are not required to, and do not intend to, deliver
an annual report to security holders. You may read and copy any document we file
at the SEC's public reference room at 100 F Street, N.E., Washington, D.C.
20549. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference room. Our filings
are also available, at no charge, to the public at http://www.sec.gov.
12
Item 2. Description of Property
On July 15, 2008, we entered into a sub-lease agreement with Universal Global
Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate
offices under terms of a non-cancelable operating lease. The property is 2,799
sq. ft, East West Corporate Center 1771 West Diehl Road Suite 330, Naperville,
IL 60653. The lease term is from July 16, 2008 through October 31, 2013 and
requires an escalating monthly lease payment over the term of the lease ranging
from $3,149 to $3,615. The lease requires a $7,231 security deposit. The
landlord has orally agreed to allow us to assume the obligations under the lease
directly following the dissolution of Universal Global Corp.
We do not intend to renovate, improve, or develop properties. We are not subject
to competitive conditions for property and currently have no property to insure.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
Item 3. Legal Proceedings
We are not a party to any material legal proceedings nor are we aware of any
circumstance that may reasonably lead any third party to initiate material legal
proceedings against us.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Trading History
Our common stock is quoted on the Over-The-Counter Bulletin Board under the
symbol "UNIV." The date of the first trade in our stock was April 1st, 2009.
The high and low range of actual transactions using the daily ending price, by
quarters, for the fiscal year 2009 are:
High Low
----- ----
February 1, 2009 - April 30, 2009 $0.27 0.10
November 1, 2008 - January 31, 2009 $0.00 0.00
13
The above quotations may not reflect inter-dealer prices and should not be
considered over-the-counter market quotations as that term is customarily used.
As of July 20, 2009, there were approximately 82 stockholders of record of the
common stock (not including the number of persons or entities holding stock in
nominee or street name through various brokerage firms) and 29,114,246
outstanding shares of common stock.
Dividends
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the Board of Directors considers relevant.
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however,
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
o we would not be able to pay our debts as they become due in
the usual course of business; or
o our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy
the rights of stockholders who have preferential rights
superior to those receiving the distribution, unless otherwise
permitted under our articles of incorporation.
Securities Authorized for Issuance Under Equity Compensation Plans
UISC had no equity compensation plans in place as of April 30, 2009.
Item 6. Selected Consolidated Financial Data
Not required.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Financial Statements of the
Company and Notes thereto included elsewhere in this Report. Historical results
and percentage relationships among any amounts in these financial statements are
not necessarily indicative of trends in operating results for any future period.
The statements, which are not historical facts contained in this Report,
including this Plan of Operations, and Notes to the Financial Statements,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information, and are subject to
various risks and uncertainties. Future events and the Company's actual results
may differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described in the Company's other SEC filings.
14
The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Reform Act are unavailable to us.
Overview
- --------
We are a development stage company. We have generated no revenues to date. Our
auditors have raised substantial doubt as to our ability to continue as a going
concern. Although we will need only approximately $200,000 to $250,000 to remain
in business during the next 12 months with minimal operations, we will need
approximately $6,395,385 during the next 12 months to implement our business
plan to sell what we call UIS Infotainment Systems for use in passenger,
commercial and government agency vehicles. These systems combine our proprietary
GPS Navigation and Display Engine, combining aerial and satellite
imagery/photographs rather than traditional grid map displays, with
communications capabilities for 3G Communications Audio/Video, Internet
Browsing, E-mail, Fax, Text messaging and similar functions available today on
many cellular telephones. We call this combination of services "Infotainment."
Since our inception, we have devoted our activities to the following:
|_| Securing our agreements with the necessary third party data providers
with regards to our Product
|_| Developing our marketing strategy
|_| Created our prototype hardware equipment necessary to the UIS concept
|_| Securing the required manufacturing planning and implementation of our
proprietary hardware in Taiwan ROC
|_| Determining the market for our products and our manufacturing
activities;
|_| Developing a marketing plan; and
|_| Networking and indentifying future customers and projects.
Results of Operations
- ---------------------
We have generated no revenues during the period from inception on April 14, 2008
to April 30, 2009.
Development stage operating expenditures during the period from inception on
April 14, 2008 to April 30, 2009 were $387,086, which consisted of general and
administrative expenses related to our formation and legal, accounting and other
start-up costs of $180,089, compensation expense of $167,497, and research and
development expense of $39,500
15
Other expenses aggregated $14,267 (net) and consisted primarily of interest
expense of $14,479.
Liquidity and Capital Resources
- -------------------------------
Our principal capital resources have been acquired through the sale of $87,731
of our common stock, net of offering costs and net advances from our founder
aggregating $97,240.
At April 30, 2009, we had total assets of $61,667 consisting of cash, prepaid
expenses, property and equipment, deposits and intangibles.
At April 30, 2009, our total liabilities were $207,481, consisting primarily of
accounts payable of $33,461, accrued compensation of $34,998, amounts due to
officer aggregating $100,385, and a note payable of $22,398.
Milestones
- ----------
We anticipate taking the following actions during the next 12 months, assuming
we receive the required funding:
Time After
Expected Manner of Receiving
Occurrence or Funding When Step
Method of Should be
Milestone or Step Achievement Accomplished Cost of Completion
- --------------------------------------------------- -----------------------------------------------------
Purchase office furniture Hire employees and begin
and computers training 2 Months $ 60,000
Software from Microsoft Locate appropriate vendors 2-3 Months
and GIS software providers to purchase the software's
including Advance Graphics needed.
Corporate editions from
Maya, Adobe, and others. $ 470,000
Formation and set up of Find and lease location for 4 Months
company and lab in Taiwan company offices &
laboratory purchase
equipment, and hire
employees. $ 540,000
Contract out the various Choose among the 30 OEM 5 Months
Components needed in factories those that can
creating the UIS Hardware produce the UIS Hardware
in Taiwan ROC in our time table.
Start Operations on the Sign Imagery and Navigable 2-4 Months $ 647,385
development of the North Data contracts with (This cost covers staff
America module of UIS Vendors, begin processing labor on the USA
images and USA
office expenses)
16
Start Marketing Phase Develop Sales Materials, 6 Months
Start Mailings and Product
Presentations $ 450,000
Begin testing of the North Test hardware and software, 7 Months
America UIS Module prepare the UIS calling
centers, field test UIS,
present UIS to the OEMs. $ 10,000
Begin production of Test Hardware Load software 6-7 months
Hardware for the Middle and deliver to the
East in Taiwan Distributor In the Middle
East $ 1,368,000
Order UIS Hardware from Finish and Ship UIS to USA 8 Months
UISC TW for the USA Work with distributors -
market,begin by placing set the logistics for the Cost for initial
3,000 units in the market distribution Channel, begin 3000 Units
via pre-contracted trade shows presence, To USA expected at:
Electronics Distributors media, and print advertising. $2,750,000
Contract with national Offers premiums in marketing 6 Months
brands distributors and sales to each major
Electronics Distributor in
each State so that market
penetration be achieved. $ 100,000
Cash Requirements
- -----------------
We intend to provide funding for our activities, if any, through a combination
of the private placement of our equity securities and the public sales of equity
securities. At April 30, 2009, our Chairman had net advances to us aggregating
$97,240. He has indicated that he does not intend to make additional advances to
us in the future. These funds were obtained by him through loans from his
parents pursuant to an oral agreement which bears no interest and is repayable
as mutually agreed with no due date. However, the advances from our Chairman to
us bear interest at the rate of 5%, and thus our Chairman will receive
additional compensation as a result. At April 30, 2009, the accrued interest
owed our Chairman was $3,145.
We are a development stage company. We have generated no revenues to date. Our
auditors have raised substantial doubt as to our ability to continue as a going
concern. Although we will need only approximately $200,000 to $250,000 to remain
in business during the next 12 months with minimal operations, we need
approximately $6,395,385 during the next 12 months to implement our business
plan as described above. The Company is in the process of attempting to raise an
additional $200,000 through the sale of its common stock in a private placement
offering. The offering is scheduled to run through August 31, 2009. If the
offering is successful and the targeted equity goal is raised, this additional
funding will permit us to sustain minimal operations until approximately May,
2010. We have no agreement, commitment or understanding to secure any such
funding from any other source.
17
There is uncertainty regarding our ability to commence operations or implement
our business plan without additional financing. We have a history of operating
losses, limited funds and no agreements, commitments or understandings to secure
additional financing. Our future success is dependent upon our ability to
commence operations, generate cash from operating activities and obtain
additional financing. There is no assurance that we will be able to commence
operations, generate sufficient cash from operations, sell additional shares of
common stock or borrow additional funds. Our inability to obtain additional cash
could have a material adverse affect on our ability to continue in business and
implement our business plan.
Commitments
- -----------
On July 15, 2008, we entered into a sub-lease agreement with Universal Global
Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate
offices under terms of a non-cancelable operating lease. The lease term is from
July 16, 2008 through October 31, 2013 and requires an escalating monthly lease
payment over the term of the lease ranging from $3,149 to $3,615. The lease
requires a $7,231 security deposit. The landlord has orally agreed to allow us
to assume the obligations under the lease directly following the dissolution of
Universal Global Corp.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required.
18
Item 8. Financial Statements and Supplementary Data.
Universal Infotainment Systems Corporation
Financial Statements
For the Year Ended April 30, 2009, the Period from
April 14, 2008 (Inception) to April 30, 2008 and the
Period from April 14, 2008 (Inception) to April 30, 2009
19
TABLE OF CONTENTS
Page
----
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets at April 30, 2009 and April 30, 2008 F-3
Statements of Operations for the year ended April 30, 2009, the period from
April 14, 2008 (Inception) to April 30, 2008, and the period from April 14, 2008
(Inception) to April 30, 2009 F-4
Statement of Changes in Stockholders' Equity (Deficit) for the year ended April 30, 2009
and the period from April 14, 2008 (Inception) to April 30, 2008 F-5
Statements of Cash Flows for the year ended April 30, 2009, the period from
April 14, 2008 (Inception) to April 30, 2008, and the period from April 14, 2008
(Inception) to April 30, 2009 F-6
Notes to Financial Statements F-7 - F-17
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of:
Universal Infotainment Systems Corporation
We have audited the accompanying balance sheets of Universal Infotainment
Systems Corporation (a development stage company) as of April 30, 2009 and 2008,
and the related statements of operations, changes in stockholders' equity
(deficit), and cash flows for the year ended April 30, 2009, the period from
April 14, 2008 (Inception) to April 30, 2008, and the period from April 14, 2008
(inception) to April 30, 2009. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Universal Infotainment Systems
Corporation as of April 30, 2009 and 2008, and the results of its operations and
its cash flows for the year ended April 30, 2009, the period from April 14, 2008
(inception) to April 30, 2008, and the period from April 14, 2008 (inception) to
April 30, 2009, in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company reported a net loss of $400,843 and had cash used in
operating activities of $152,809 for the year ended April 30, 2009.
Additionally, as of April 30, 2009, the company had a working capital deficit of
$177,771, a deficit accumulated during the development stage of $401,353, a
stockholders deficit of $145,814, and was a development stage company with no
revenues and minimal cash. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans as to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
July 14, 2009
F-2
Universal Infotainment Systems Corporation
(a development stage company)
Balance Sheets
ASSETS
April 30, 2009 April 30, 2008
-------------------- ------------------
Current assets
Cash $ 1,206 $ -
Prepaid expenses 4,061 -
-------------------- ------------------
Total current assets 5,267 -
Property and equipment, net 48,619 -
Other assets
Deposits 7,231 -
Intangibles 550 1,375
-------------------- ------------------
Total other assets 7,781 1,375
-------------------- ------------------
Total assets $ 61,667 $ 1,375
==================== ==================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current maturity of note payable $ 7,753 $ -
Accounts payable 33,461 -
Accrued compensation 34,998 -
Accrued interest 6,441 -
Due to officer - related party 100,385 1,885
-------------------- ------------------
Total current liabilities 183,038 1,885
Note payable, less current maturities 14,645 -
Deferred rent 9,798 -
-------------------- ------------------
Total liabilities 207,481 1,885
-------------------- ------------------
Commitments and Contingencies (Note 7) - -
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value; 50,000,000 shares
authorized; no shares issued and outstanding at
April 30, 2009 and April 30, 2008, respectively - -
Common stock, $0.0001 par value; 100,000,000 shares
authorized; 28,557,246 shares issued and outstanding
at April 30, 2009 and no shares issued and outstanding
at April 30, 2008 2,856 -
Common stock Issuable, 125,000 shares at April 30, 2009
and no shares at April 30, 2008 12 -
Additional Paid in Capital 252,671 -
Deficit accumulated during the development stage (401,353) (510)
-------------------- ------------------
Total stockholders' equity (deficit) (145,814) (510)
-------------------- ------------------
Total liabilities and stockholders' deficit $ 61,667 $ 1,375
==================== ==================
See Accompanying Notes to Financial Statements
F-3
Universal Infotainment Systems Corporation
(a development stage company)
Statements of Operations
Period from Period from
April 14, April 14,
Year 2008 (Inception) 2008 (Inception)
Ended to to
April 30, April 30, April 30,
2009 2008 2009
----------------- ------------------ ------------------
Revenues $ - $ - $ -
Operating expenses
General and administrative expenses 179,579 510 180,089
Compensation expense 167,497 - 167,497
Research and Development expense 39,500 - 39,500
----------------- ------------------ ------------------
Total operating expenses 386,576 510 387,086
----------------- ------------------ ------------------
Loss from operations (386,576) (510) (387,086)
Other income (expense)
Interest income 57 - 57
Interest expense (14,479) - (14,479)
Miscellaneous income 155 - 155
----------------- ------------------ ------------------
Total other (expense) (14,267) - (14,267)
----------------- ------------------ ------------------
Net loss $ (400,843) $ (510) $ (401,353)
================= ================== ==================
Basic and diluted net loss per share $ (0.01) $ - $ (0.01)
================= ================== ==================
Basic and diluted weighted average
common shares outstanding 28,399,710 - 28,399,710
================= ================== ==================
See Accompanying Notes to Financial Statements
F-4
Universal Infotainment Systems Corporation
(a development stage company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Periods from April 14, 2008 (Inception) to April 30, 2008
and the Year Ended April 30, 2009
Deficit
Accumulated
Common Stock Issued Common Stock Issuable Additional During Total
------------------------- ------------------------- Paid In Development Stockholders
Shares Amount Shares Amount Capital Stage Equity (Deficit)
------------ ------------ ------------ ------------ ------------ -------------- -----------------
Balance at April 14, 2008
(Inception) - $ - - $ - $ - $ - $ -
Net loss, April 14, 2008
(Inception) through
April 30, 2008 - - - - - (510) (510)
------------ ------------ ------------ ------------ ------------ -------------- -----------------
Balance at April 30, 2008 - - - - - (510) (510)
Issuance of common stock for
cash 25,954,460 2,596 - - 85,135 - 87,731
Issuance of common stock for
services 2,602,786 260 - - 548 - 808
Common stock issuable for
services - - 125,000 12 12,488 - 12,500
Valuation of Officer's
contributed services - - - - 115,000 - 115,000
Valuation of contributed
research and
development services - - - - 39,500 - 39,500
Net loss, year ended April 30,
2009 - - - - - (400,843) (400,843)
------------ ------------ ------------ ------------ ------------ -------------- -----------------
Balances at April 30, 2009 28,557,246 $ 2,856 125,000 $ 12 $ 252,671 $ (401,353) $ (145,814)
============ ============ ============ ============ ============ ============== =================
See Accompanying Notes to Financial Statements
F-5
Universal Infotainment Systems Corporation
(a development stage company)
Statements of Cash Flows
Period from Period from
April 14, April 14,
2008 2008
Year (Inception) (Inception)
Ended to to
April 30, April 30, April 30,
2009 2008 2009
--------------- --------------- ---------------
Cash flows from Operating activities:
Net loss $ (400,843) $ (510) $ (401,353)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation 5,995 - 5,995
Impaiment of intangibles 825 - 825
Common stock issued for services 808 - 808
Officers's non-cash contributed services 115,000 - 115,000
Non-cash contributed research & development
services 39,500 - 39,500
Common stock issuable for services 12,500 - 12,500
Changes in operating assets and liabilities:
Prepaid expenses (4,061) - (4,061)
Deposits (7,231) - (7,231)
Accounts payable 33,461 - 33,461
Accrued expenses 41,439 - 41,439
Deferred rent 9,798 - 9,798
--------------- --------------- ---------------
Net cash used in operating activities (152,809) (510) (153,319)
--------------- --------------- ---------------
Cash flows from Investing activities:
Purchase of property (30,709) - (30,709)
--------------- --------------- ---------------
Net cash used in investing activities (30,709) - (30,709)
--------------- --------------- ---------------
Cash flows from Financing activities:
Proceeds from officer loans 106,543 510 107,053
Repayment of officer loans (8,043) (8,043)
Repayment of note payable (1,507) - (1,507)
Proceeds from sale of common stock 87,731 - 87,731
--------------- --------------- ---------------
Net cash provided by financing activities 184,724 510 185,234
--------------- --------------- ---------------
Net increase (decrease) in cash 1,206 - 1,206
Cash, beginning of period - - -
--------------- --------------- ---------------
Cash, end of period $ 1,206 $ - $ 1,206
=============== =============== ===============
Supplemental disclosures of cash flow
information
Cash paid during the period for:
Interest paid $ 4,894 $ - $ 4,894
=============== =============== ===============
Income taxes paid $ - $ - $ -
=============== =============== ===============
Supplemental schedule of non-cash investing and
financing activities
Officer's payment of intangible costs $ - $ 1,375 $ 1,375
=============== =============== ===============
Acquisition of property through issuance
of long-term debt $ 23,905 $ - $ 23,905
=============== =============== ===============
See Accompanying Notes to Financial Statements
F-6
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
- --------------------------------------------------------------------------------
Nature of Operations
- --------------------
Universal Infotainment Systems Corporation (UISC, we, us, our or, the Company)
is a Nevada corporation with its principal corporate offices in Naperville,
Illinois. Presently, the Company has acquired its completed UNS Infotainment
Systems technology from an affiliated entity (Note 6) and is focusing its
efforts on raising sufficient additional capital to allow it to enter into
production agreements with potential manufacturing partners in order to begin
the commercializing of its technology and products.
The UNS Infotainment Systems technology combines the Company's proprietary GPS
system with aerial photographs and audio and video communications capabilities
for internet, e-mail, text messaging and similar functions available on many
cellular telephones for use in passenger, commercial and governmental agency
vehicles.
The Company is organizing its technology offerings into three main product
lines: (1) UNS Infotainment and Navigation System for personal use, (2) UNS
Fleet Management and Tracking Application for corporate use, and (3) Stealth and
Covert Monitoring Systems for approved governmental agency use.
Summary of Significant Accounting Policies
- ------------------------------------------
Basis of presentation
The Company is presented as in the development stage from inception through
April 30, 2009. To-date, the Company's business activities during its
development stage consist solely of corporate formation, technology acquisition,
and raising capital.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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 periods. Accordingly, actual results could differ from
those estimates used in the preparation of these financial statements.
Significant estimates in the accompanying financial statements include the
estimation of depreciable lives and valuation of property and equipment,
valuation of intangible assets, valuation of common stock issued for services,
valuation of non-cash contributed services, and deferred income tax valuation
allowance.
Cash and cash equivalents
The Company considers highly liquid investments with original maturities of 90
days or less to be cash equivalents. Cash equivalents are stated at cost, which
approximates market value. At April 30, 2009 and 2008, the Company had no cash
equivalents.
F-7
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
(continued)
- --------------------------------------------------------------------------------
Summary of Significant Accounting Policies (continued)
- ------------------------------------------------------
Property and equipment
Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to operations as incurred. Additions, improvements and major
replacements that extend the life of the asset are capitalized at cost. The cost
and accumulated depreciation related to assets sold or retired are removed from
the accounts and any gain or loss is credited or charged to income in the period
of disposal. For financial reporting purposes, depreciation is provided on the
straight-line method over the estimated useful lives of the depreciable assets.
Intangible assets
Intangible assets consist of the costs associated with corporate trademark
applications, which totaled $550 and $1,375 as of April 30, 2009 and 2008,
respectively. These assets have an indefinite life in accordance with the
criteria in SFAS 142, "Goodwill and Other Intangible Assets" and accordingly,
are not amortized. The Company will periodically evaluate the carrying amount of
its intangible assets based on the projected undiscounted cash flows of its
associated products. For the year ended April 30, 2009 the Company impaired $825
of intangible assets as certain Company trademark applications were rejected.
Research and Development
In accordance with Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs" expenditures for research and
development of the Company's products are expensed when incurred, and are
included in operating expenses. The Company recognized research and development
costs of $39,500 and $0 for the year ended April 30, 2009 and for the period
from April 14, 2008 (inception) through April 30, 2008, respectively.
Income taxes
Income taxes are provided for tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes.
Deferred taxes are recognized for differences between the bases of assets and
liabilities for financial statement and income tax purposes. Deferred taxes are
also recognized for operating losses and tax credits that are available to
offset future income taxes. The deferred tax assets and/or liabilities represent
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
The components of the deferred tax asset and liability are classified as current
and noncurrent based on their characteristics. Valuation allowances are provided
for deferred tax assets based on management's projection of the sufficiency of
future taxable income to realize the assets.
Net loss per share
Basic net loss per common share (Basic EPS) is computed by dividing net loss by
the weighted-average number of common shares outstanding. Diluted net loss per
common share (Diluted EPS) is computed by dividing net loss by the
weighted-average number of common shares and dilutive potential common shares
outstanding. As the Company has issued no potential dilutive securities since
its inception, Diluted EPS is identical to Basic EPS.
F-8
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
(continued)
- --------------------------------------------------------------------------------
Summary of Significant Accounting Policies (continued)
- ------------------------------------------------------
Stock-based compensation
Effective April 14, 2008 (Inception), the Company adopted SFAS No. 123 (R),
entitled Share-Based Payment. This revised Statement eliminates the alternative
to use APB 25's intrinsic value method of accounting that was provided in SFAS
No. 123 as originally issued. Under APB 25, issuing stock options to employees
generally resulted in recognition of no compensation cost if the exercise price
equaled or exceeded the fair value of the stock on the measurement date. This
Statement requires entities to recognize the cost of employee services received
in exchange for awards of equity instruments based on the grant-date fair value
of those awards.
Fair value of financial instruments
The Company's financial instruments, including amounts due to its officer, are
carried at historical cost basis. At April 30, 2009 and 2008, the carrying
amounts of these instruments approximated their fair values because of the
short-term nature of these instruments.
Recent accounting developments
The Financial Accounting Standards Board ("FASB") has recently issued several
new accounting pronouncements, which may apply, to the Company at present, or in
the proceeding months as operations expand.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements" ("SFAS 160"). This Statement amends
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
establish accounting and reporting standards for the non-controlling interest in
a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is required
to be adopted simultaneously with SFAS 141R and is effective for the Company May
1, 2009. The Company does not currently have any non-controlling interests in
its subsidiaries, and accordingly, the adoption of SFAS 160 is not expected to
have a material impact on its financial position, cash flows or results of
operations.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires enhanced
disclosures about an entity's derivative and hedging activities and thereby
improves the transparency of financial reporting. It is intended to enhance the
current disclosure framework in SFAS 133 by requiring that objectives for using
derivative instruments be disclosed in terms of underlying risk and accounting
designation. This disclosure better conveys the purpose of derivative use in
terms of the risks that the entity is intending to manage. The new disclosure
standard is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. As of April 30, 2009, the
Company was not involved in any derivative or hedging activities.
In June 2008, the Emerging Issues Task Force of the FASB issued EITF Issue No.
07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity's Own Stock ("EITF 07-5"), which is effective for fiscal years ending
after December 15, 2008, with earlier
F-9
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
(continued)
- --------------------------------------------------------------------------------
Recent Accounting Developments (continued)
- ------------------------------------------
application not permitted by entities that has previously adopted an alternative
accounting policy. The adoption of EITF 07-5's requirements will affect
accounting for convertible instruments and warrants with provisions that protect
holders from declines in the stock price ("round-down" provisions). Warrants
with such provisions will no longer be recorded in equity. EITF 07-5 guidance is
to be applied to outstanding instruments as of the beginning of the fiscal year
in which the Issue is applied. The cumulative effect of the change in accounting
principle shall be recognized as an adjustment to the opening balance of
retained earnings (or other appropriate components of equity) for that fiscal
year, presented separately. The cumulative-effect adjustment is the difference
between the amounts recognized in the statement of financial position before
initial application of this Issue and the amounts recognized in the statement of
financial position at initial application of this Issue. The amounts recognized
in the statement of financial position as a result of the initial application of
this Issue shall be determined based on the amounts that would have been
recognized if the guidance in this Issue had been applied from the issuance date
of the instrument. The Company implemented this standard for the fiscal year
ended April 30, 2009.
On August 14, 2008 (Inception), the Company adopted the provisions of Statement
of Financial Accounting Standards ("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 all entities to choose to measure and
report many financial instruments and certain other items at fair value at
specified election dates. If such an election is made, any unrealized gains and
losses on items for which the fair value option has been elected are required to
be reported in earnings at each subsequent reporting date. In addition, SFAS No.
159 establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities. The Company does not believe that the
adoption of SFAS No. 159 will have a material effect on the Company's financial
position or results of operations and cash flows.
In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, Determining
the Fair Value of a Financial Asset in a Market That is Not Active (FSP 157-3),
which clarifies the application of SFAS 157 when the market for a financial
asset is inactive. Specifically, FSP 157-3 clarifies how (1) the company's
internal assumptions should be considered in measuring fair value when
observable data are not present, (2) observable market information from an
inactive market should be taken into account, and (3) the use of broker quotes
or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in FSP
157-3 is effective immediately. The adoption of FSP 157-3 did not have a
material effect on the Company's financial statements.
In May 2009, the FASB issued Statements of Financial Standards No. 165 ("SFAS
No. 165"), Subsequent Events. SFAS No. 165 requires all public entities to
evaluate subsequent events through the date that the financial statements are
available to be issued and disclose in the notes the date through which the
Company has evaluated subsequent events and whether the financial statements
were issued or were available to be issued on the disclosed date. SFAS No. 165
defines two types of subsequent events, as follows: the first type consists of
events or transactions that provide additional evidence about conditions that
existed at the date of the balance sheet and the second type consists of events
that provide evidence about conditions that
F-10
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
(continued)
- --------------------------------------------------------------------------------
Recent Accounting Developments (continued)
- ------------------------------------------
did not exist at the date of the balance sheet but arose after that date. SFAS
No. 165 is effective for interim and annual periods ending after June 15, 2009
and must be applied prospectively.
- --------------------------------------------------------------------------------
Note 2 - Going Concern
- --------------------------------------------------------------------------------
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. For the year ended
April 30, 2009 the Company had a net loss of $400,843 and net cash used in
operations of $152,809 and was a development stage company with no revenues. In
addition, as of April 30, 2009 the Company had minimal cash, had a working
capital deficit of $177,771, a deficit accumulated during the development stage
of $401,353, and a stockholders deficit of $145,814.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from
the outcome of these uncertainties.
In order to execute its business plan, the Company will need to raise additional
working capital and generate revenues. There can be no assurance that the
Company will be able to obtain the necessary working capital or generate
revenues to execute its business plan.
Management's plan in this regard, includes completing product development,
generating marketing agreements with product distributors and raising additional
funds through a private placement offering of Company common stock which
commenced within the first quarter of fiscal 2010.
Management believes its business development and capital raising activities will
provide the Company with the ability to continue as a going concern.
- --------------------------------------------------------------------------------
Note 3 - Concentrations
- --------------------------------------------------------------------------------
Our financial instruments that are potentially exposed to credit risk consist
primarily of cash. At certain times during the year our demand deposits held in
banks may exceed federally insured limits. As of April 30, 2009, there were no
amounts in excess of FDIC insured limits.
F-11
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 4 - Property and equipment
- --------------------------------------------------------------------------------
Property and equipment consisted of the following at April 30:
2009 2008
---------- ----------
Office furniture and equipment $ 33,423 $ --
Computer equipment 17,328 --
Telephone 3,863 --
---------- ----------
54,614 --
Less accumulated depreciation 5,995 --
---------- ----------
Property and equipment, net $ 48,619 $ --
========== ==========
Depreciation expense was $5,995 during the year ended April 30, 2009.
- --------------------------------------------------------------------------------
Note 5 - Note Payable
- --------------------------------------------------------------------------------
Note payable consisted of the following at April 30:
2009 2008
---------- ----------
Note payable - furniture payable in monthly
installments for principal and interest of
$1,600 through February 2011 with a final
payment of $5,000 due by February 28, 2011.
The debt is secured by the furniture acquired. $ 22,398 $ --
Less current maturity 7,753 --
---------- ----------
Long-term debt $ 14,645 $ --
========== ==========
Interest expense on this note was $11,334 during the year ended April 30, 2009.
Future maturities of long-term debt are as follows for years ending April 30:
Total
------------
2010 $ 7,753
2011 14,645
------------
Total $ 22,398
============
F-12
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 6 - Related Party Transactions
- --------------------------------------------------------------------------------
On April 16, 2008, the Company acquired its UNS system and underlying technology
from Universal Global Corporation, an entity wholly-owned by the Company's
Chairman. Under the assignment agreement, Universal Global assigned all rights,
title and interest in the UNS system to the Company for its further development
and commercialization. There was no consideration required to be paid by the
Company in exchange for the UNS system. The assets were recorded by the Company
at their historical cost basis to Universal Global Corporation of zero.
On July 15, 2008, the Company entered into a sub-lease agreement with an
affiliate entity whose President is also the Chairman of our Company, for its
corporate offices under terms of a non-cancelable operating lease. The lease
term is from July 16, 2008 through October 31, 2013 and requires an escalating
monthly lease payment over the term of the lease ranging from $3,149 to $3,615.
Deferred rent aggregated $9,798 as of April 30, 2009. The lease requires a
security deposit of $7,231.
Future minimum lease payments are as follows for years ending April 30:
Total
------------------
2010 $ 37,268
2011 37,268
2012 37,268
2013 37,268
2014 18,634
==================
Total $ 167,706
==================
As of April 30, 2009, the Company owed one of its officers an aggregate of
$100,385, which was comprised of initial startup costs and other expenses the
officer paid on behalf of the Company and $93,900 of cash loans to the Company
from the officer. The balance of the Due to Officer account bears interest at a
rate of 5%. Total accrued interest as of April 30, 2009, amounted to $3,145 and
is included in "Due to officer - related party" in the accompanying financial
statements.
- --------------------------------------------------------------------------------
Note 7 - Commitments and Contingencies
- --------------------------------------------------------------------------------
Distribution Agreement
On April 20, 2009, the Company established a five-year distribution agreement
with Low Rider Establishment (LRE), a United Arab Emirate-domiciled entity. The
agreement provides LRE with the right to distribute future Company products as
they become available. The initial fee is approximately $21,500 and includes
product training and related materials, software, an advertising allowance, and
customer support. The agreement provides for a 5% royalty fee on gross sales per
year beginning with the second year of the agreement. The agreement is effective
upon its signing, however, payment of the initial fee has been deferred verbally
between the parties until the availability and delivery of the Company's first
products.
F-13
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 7 - Commitments and Contingencies (continued)
- --------------------------------------------------------------------------------
The agreement is renewable for additional five year periods, subject to certain
conditions, and the initial fee is refundable to the distributor if certain
minimum quotas are met.
Employment Agreements
Effective May 2, 2008, the Company entered into various employment agreements
with its Chairman of the Board, Chief Executive Officer, Chief Operating
Officer, and Executive Vice President. These agreements were amended on May 5,
2008 to defer the effective date of the employment agreement to a time when the
Company is a publically-traded entity and has secured a predetermined amount of
capital.
- --------------------------------------------------------------------------------
Note 8 - Stockholders' Equity
- --------------------------------------------------------------------------------
Capital structure
On April 14, 2008, the Company was originally incorporated with 500,000,000
shares of common stock authorized with a $0.0001 par value and 500,000,000
shares of preferred stock with a $0.0001 par value. Subsequently, on July 17,
2008, the Company amended its articles to 100,000,000 shares of common stock
authorized with a $0.0001 par value and 50,000,000 shares of preferred stock
with a $0.0001 par value.
All references in the accompanying financial statements to the number of common
and preferred shares, par values and per share amounts have been retroactively
adjusted to reflect these amendments.
Shares issued for cash
During the period from May 1, 2008 through April 30, 2009, the Company issued
25,000,000 shares of its common stock to our Chairman at $0.0001 per share for
an initial capital balance of $2,500. An additional 954,460 shares of common
stock were issued at $0.10 per share in a private placement, raising $87,731,
net of $10,215 of associated offering costs.
Shares issued for services
Pursuant to a legal agreement entered into in May 2008, the company is required
to issue shares equal to 0.5% of the total issued and outstanding shares of
common stock up until the time the company commences trading. Each anti-dilution
issuance is accounted for and valued at the fair valued of the common stock at
the anti-dilution issuance date.
In May 2008, the Company issued 2,597,300 shares of common stock for services
rendered valued at $0.0001 per share or $260 based on the contemporaneous cash
sale price to our Chairman. This issuance included 137,300 shares pursuant to
the anti-dilution services agreement discussed above. In June 2008, pursuant to
the anti-dilution services agreement, the Company issued another 5,486 shares of
common stock for services rendered with a value of $0.10 per share based on the
contemporaneous cash sales price at the time of issuance. The total value of
these stock grants totaled $808.
F-14
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 8 - Stockholders' Equity (continued)
- --------------------------------------------------------------------------------
Shares issuable for services
In February 2009, the Company entered into separate agreements with two
consultants to provide services to the Company through April 30, 2009, payable
in an aggregate of 125,000 shares of common stock. These shares were issuable as
of April 30, 2009 and valued at $0.10 per share, or $12,500, based on the
contemporaneous cash sales price at the time of issuance.
Contributed capital
For the year ended April 30, 2009, the Company's Chairman of the board and
founding shareholder has provided services to the Company without the
expectation of receiving any compensating payment. The value of these services
was estimated at $115,000, based upon an existing compensation contract with the
director in which he has forgiven payments until such time as the Company has
sufficient operating funds. Accordingly, the Company has recorded the value of
these services as a charge to operations and a corresponding credit to
Additional Paid in Capital in these accompanying financial statements.
- --------------------------------------------------------------------------------
Note 9 - Income Taxes
- --------------------------------------------------------------------------------
The Company has incurred net losses since inception. The Company has not
reflected any benefit of such net operating loss carry forward in the
accompanying financial statements.
The income tax benefit differed from the amount computed by applying the US
federal income tax rate of 34% to net loss as a result of the following:
2009 2008
------------------ ------------------
Computed expected tax benefit (34.0)% (34.0)%
State income tax (6.2) (6.2)
Change in tax rate apportionment 1.4 19.0
Change in valuation allowance 38.8 21.2
------------------ ------------------
Income tax benefit - % - %
================== ==================
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets as of April 30, 2009 and 2008 is presented below:
Deferred Tax Assets: 2009 2008
------------------ -----------------
Net operating loss carryforward $ 20,862 $ -
Organizational start-up costs 134,900 200
Valuation allowance (155,762) (200)
------------------ -----------------
Net deferred tax assets $ - $ -
================== =================
In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate
F-15
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 9 - Income Taxes (continued)
- --------------------------------------------------------------------------------
realization of deferred tax assets is dependent upon the generation of future
taxable income during periods in which those temporary differences become
deductible.
Based upon the lack of historical taxable income and uncertain projections of
future taxable income over the periods in which the deferred tax assets are
deductible, management believes that it is more likely than not that the Company
will not realize the benefits of these deductible differences. Accordingly, the
Company has provided a valuation allowance against the net deferred tax assets
aggregating $134,900 and $200 as of April 30, 2009 and 2008, respectively.
As of April 30, 2009, the Company has federal and state net operating loss carry
forwards of approximately $53,800 that will expire, if unused, in 2029. The
Company has provided a valuation allowance against these net operating loss
carry forwards
At April 30, 2009, the 2009 and 2008 fiscal year income tax returns remain
subject to examination by federal and state jurisdictions.
- --------------------------------------------------------------------------------
Note 10 - Subsequent Events
- --------------------------------------------------------------------------------
Issuance of Common stock for Cash
Subsequent to April 30, 2009, the Company issued 502,000 shares of its common
stock at $0.10 per share in a private placement raising an aggregate of $50,200.
Issuance of Common Stock for Services - Employment Agreement
Effective May 2, 2009, the Company entered into an employment agreement with an
individual which provides for cash compensation upon the Company successfully
raising a predetermined amount of capital. The agreement also provides an
execution bonus of 60,000 vested shares of Company common stock, valued at $0.10
resulting in a total valuation and expense of $6,000. These shares will be
issued in the first quarter of fiscal 2010.
Issuance of Common Stock for Services - Legal agreement
In May 2009, the company entered into an agreement requiring it to issue 300,000
common shares of its common stock in exchange for legal services for fiscal year
ending April 30, 2010. The shares are issuable quarterly in advance. These
shares will be issued in the first quarter of 2010.
Guarantee and Share Pledge Agreement
Pursuant to a Guarantee and Share Pledge agreement dated May 12, 2009, the
Company's Chairman guarantees the payment of a Company account payable
aggregating $12,000 as of April 30, 2009 by the extended due date, February 2,
2010. As security for the Company's liability, the Company's Chairman pledges a
first security interest in all of the rights, title, and interest in and to
1,000,000 shares of Company Common Stock owned by the Company's Chairman.
F-16
Universal Infotainment Systems Corporation
(a development stage company)
Notes to Financial Statements
Year Ended April 30, 2009 and
Period from April 14, 2008 (Inception) to April 30, 2008
- --------------------------------------------------------------------------------
Note 10 - Subsequent Events (continued)
- --------------------------------------------------------------------------------
Incorporation of Subsidiary
On June 17, 2009, the Company incorporated Global UNS Labs, Inc. as a
wholly-owned subsidiary in the State of Nevada. The subsidiary will be
responsible for the Company's research and development efforts.
F-17
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures
Not required.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Officers
The Board of Directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year and until his successor is elected and
qualified or until his earlier resignation or removal. Our directors and
executive officers are as follows:
Name Age Position
- ----------------------- ---------------------- ---------------------------------
James Clark Beattie 65 Chief Executive Officer
Emanuel Pavlopoulos 19 Chairman of the Board,
Assistant to the CEO
Nour Lawand 46 COO, Director
Dimitrios Ioannidis 42 Exec VP, Director
Emanuel Pavlopoulos was President from inception in April 2008 to December 1,
2008. In order to avoid confusion as to who is our principal executive officer,
on December 1, 2008 Mr. Pavlopoulos assumed the title of Chairman of the Board
and Assistant to the CEO. Mr. Pavlopoulos currently devotes 40 hours per week to
our business and expects to continue to devote no more than such time to our
business in the future. This may hinder our ability to implement our business
plan. From February 2008 to its dissolution in November 2008, he was President
of Universal Global. From September, 2008 to date, he has been a student at Penn
State University. From 2002 to June, 2008 he was a student at NorthStar Academy,
based in Colorado Springs, Colorado.
F-18
James Clark Beattie joined us in May 2008 as Chief Executive Officer and
continues in that position. From February 2005 to January 2008, he was Vice
President GCC of Universal Global. From February 2000 to February 2005, he was
Executive Director of DBM Computers, which conducted geographic information
services studies. From February 2000 to February 2001, he was Vice President of
Geosolutions, which provided geographic information services and consulting. In
April 1969 he received a B.Sc. Surveying Engineering from University of New
Brunswick.
Dimitrios I. Ioannidis joined us in May 2008 as Executive Vice President and
Director and continues in those positions. From April 2000 to May 2008, he was
Regional Sales Director for Tyco Electronics/AMP Netconnect, a telecom vendor.
From June 1994 to March 2000, he was Project Manager and Network Designer of
FNTELAX1S Co, a telecom service provider and network installer. He holds a
Diploma in Electrical Engineering from University of Piraeus GRE.
Nour Lawand joined us in May 2008 as COO and Director and continues in those
positions. From April 1999 to April 2008, he was Regional Sales Director of
Lucent Technologies, a telecom vendor. He holds a license as; BSEE in Electrical
Engineering from University of North Carolina at Charlotte.
Family Relationships
- --------------------
There are no family relationships among our officers or directors.
Legal Proceedings
- -----------------
No officer, director, or persons nominated for such positions, promoter, or
significant employee has been involved in the last five years in any of the
following:
|_| Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer, either at the time
of the bankruptcy or within two years prior to that time;
|_| Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
|_| Being subject to any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending, or otherwise limiting his involvement in any type of
business, securities, or banking activities; and
|_| Being found, by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission, to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
We do not currently have a Code of Ethics applicable to our principal executive,
financial or accounting officer.
Compliance with Section 16(a) of the Exchange Act
F-19
Compliance is not required.
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our Principal Executive Officer, our two most highly compensated executive
officers other than our CEO who occupied such position at the end of our latest
fiscal year and up to two additional executive officers who would have been
included in the table below except for the fact that they were not executive
officers at the end of our latest fiscal year, by us, or by any third party
where the purpose of a transaction was to furnish compensation, for all services
rendered in all capacities to us or our subsidiary for the latest fiscal years
ended April 30, 2009 and April 30, 2008.
Non equity Non
Incentive qualified All other
Stock Option plan deferred Compensa-
Name Title Year Salary Bonus awards awards compensation compensation tion Total
- -------------- ------- ------- -------- --------- ----------- ---------- ------------- ------------- ---------- ----------
James Clark CEO 2008 0 0 0 0 0 0 0 0
Beattie
2009 0 0 $ 60 0 0 0 0 60
Nour Lawand COO 2008 0 0 0 0 0 0 0 0
2009 0 0 $ 58 0 0 0 0 58
Emanuel Asst. 2008 0 0 0 0 0 0 0 0
Pavlopoulos to
CEO
2009 0 0 0 0 0 0 0 0
Summary Equity Awards Table
- ---------------------------
The following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of April 30, 2009.
F-20
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END April 30, 2009
- -----------------------------------------------------------------------------------------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number Value of
Incentive Of Unearned
Plan Market Unearned Shares,
Number of Number of Awards: Number of Value of Shares, Units or
Securities Securities Number of Shares or Shares or Units or Other
Underlying Underlying Securities Units of Units of Other Rights
Unexercised Unexercised Underlying Option Stock That Stock That Rights That That Have
Options Options Unexercised Exercise Option Have Not Have Not Have Not Not
(#) (#) Unearned Price Expiration Vested Vested Vested Vested
Name Exercisable Unexercisable Options (#) ($) Date (#) ($) (#) ($)
- -------------- ------------ -------------- ------------ --------- ----------- ----------- ----------- ------------ ----------
James Clark
Beattie 0 0 0 0 0 0 0 0 0
Nour Lawand 0 0 0 0 0 0 0 0 0
Emanuel
Pavlopoulos 0 0 0 0 0 0 0 0 0
Narrative disclosure to summary compensation and option tables
- --------------------------------------------------------------
Set forth below are the material terms of each named executive officer's
employment agreement or arrangement, whether written or unwritten:
We have entered into employment arrangements with our officers as follows:
Annual Compensation
|_| James Clark Beattie $ 125,000
|_| Emanuel Pavlopoulos $ 115,000
|_| Nour Lawand $ 80,000
|_| Dimitrios Ioannidis $ 70,000
UISC Shares
|_| Clark Beattie - 600,000 Shares Common
|_| Nour Lawand - 580,000 Shares Common
|_| Dimitrios Ioannidis - 180,000 Shares Common
Common Provisions in All Written Agreements
-------------------------------------------
|_| These agreements, as amended, provide that the shares to be issued as a
vested sign on bonus are to be issued upon signing and the remaining
provisions are not effective and salary is not payable until we are a
public company and we have secured at least $4,000,000 in capital
funding.
|_| Employment is for a term of five years.
|_| Employees' employment may be terminated at any time, and for any
reason, by either party upon not less than 15 days prior written notice
to the other party. We have the right to effect such termination at
will, with or without Reasonable Cause or Good Reason, as defined in
the agreement.
F-21
|_| Employees' agree that during the term of employment and for the period
of sixty months immediately following the termination of employment,
Employee will not, directly or indirectly, for Employee, or on behalf
of others, as an individual on Employee's own account, or as an
employee, agent, or representative for any other person, partnership,
firm, or corporation compete with our business Globally.
Other Benefits
- --------------
|_| A car allowance as determined by the Board of Directors. This shall be
based on a per need basis, as determined by our Board of Directors.
|_| A Stock Option plan shall be put in place as determined by the Board of
Directors. This shall be based on performance, productivity, and new
business ventures and development.
Additional Compensation to the Chairman
- ---------------------------------------
Our Chairman has advanced funds to us. At April 30th, 2009, the total amount our
Chairman has advanced us which remained unpaid was $97,240. These funds were
obtained by him through loans from his parents pursuant to an oral agreement
which bears no interest and is repayable as mutually agreed with no due date.
The balance of the Due to Officer account bears interest at a rate of 5%, and
thus our Chairman will receive additional compensation as a result. At April
30th, 2009, the accrued interest owed our Chairman was $3,145.
General
- -------
At no time during the last fiscal year with respect to any person listed in the
Table above was there:
|_| any outstanding option or other equity-based award repriced or
otherwise materially modified (such as by extension of exercise
periods, the change of vesting or forfeiture conditions, the change or
elimination of applicable performance criteria, or the change of the
bases upon which returns are determined;
|_| any waiver or modification of any specified performance target, goal or
condition to payout with respect to any amount included in non-stock
incentive plan compensation or payouts;
|_| any option or equity grant;
|_| any non-equity incentive plan award made to a named executive officer;
|_| any nonqualified deferred compensation plans including nonqualified
defined contribution plans; or
|_| any payment for any item to be included under All Other Compensation in
the Summary Compensation Table.
Board of Directors
- ------------------
F-22
Director Compensation
Fees Nonqualified
Year earned Non-equity deferred
ended or paid Stock Option incentive plan compensation All other
April in cash awards awards compensation earnings compensation Total
Name 30 ($) ($) ($) ($) ($) ($) ($)
- -----------------------------------------------------------------------------------------------------------------
Emanuel
Pavlopoulos 2009 0 0 0 0 0 0 0
Nour Lawand 2009 0 0 0 0 0 0 0
Dimitrios
Ioannidis 2009 0 0 0 0 0 0 0
Narrative to Director Compensation Table
We have no compensation arrangements (such as fees for retainer, committee
service, service as chairman of the board or a committee, and meeting
attendance) with directors other than Mr. Pavlopoulos, our Chairman, as
described above.
No director other than Mr. Pavlopoulos has a compensation arrangement.
F-23
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following tables set forth the ownership, as of the date of this prospectus,
of our common stock by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending or anticipated arrangements that
may cause a change in control. However, in order to protect shareholder value,
Mr. Huseyinof entered into preliminary discussions with several sources
concerning selling his controlling interest in the company. He has no legally
binding agreement, commitment or understanding to do so.
The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address for all
persons is East West Corporate Center, 1771 West Diehl Road, Suite 330,
Naperville Illinois, 60563.
Shareholders # of Shares Percentage
- --------------------------------------------------------------------
Emanuel 25,000,000 85.87%
Pavlopoulos
Nour Lawand 580,000 1.99%
Dimitrios Ioannidis 180,000 0.62%
James Clark Bettie 600,000 2.06%
All officers and directors as group
[4 persons] 26,360,000 90.54%
---------------------------
This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, each of the shareholders named in this table has
sole or shared voting and investment power with respect to the shares indicated
as beneficially owned. Applicable percentages are based upon 29,114,246shares of
Common Stock outstanding as of July 20, 2009.
F-24
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
On July 15, 2008, the Company entered into a sub-lease agreement with an
affiliate entity whose president is also the Chairman of the Company, for its
corporate offices under terms of a non-cancelable operating lease. The lease
term is from July 16, 2008 through October 31, 2013 and requires an escalating
monthly lease payment over the term of the lease ranging from $3,149 to $3,615.
Deferred rent aggregated $9,798 as of April 30, 2009. The lease requires a
security deposit of $7,231.
Future minimum lease payments are as follows for years ending April 30:
Total
-----------------
2010 $ 37,268
2011 37,268
2012 37,268
2013 37,268
2014 18,634
-----------------
Total $ 167,706
=================
As of April 30, 2009, the Company owed its Chairman an aggregate of $100,385,
which was comprised of initial startup costs and other expenses the officer paid
on behalf of the Company and $93,900 of cash loans to the Company from the
officer. The balance of the Due to Officer account bears interest at a rate of
5%. Total accrued interest as of April 30, 2009, amounted to $3,145.
Except as set forth above, we have not entered into any material transactions
with any director, executive officer, and promoter, beneficial owner of five
percent or more of our common stock, or family members of such persons.
Director Independence
Our board of directors has determined that we do not have a board member that
qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of
Schedule 14A under the Securities Exchange Act of 1934, as amended, and as
defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Item 14. Principal Accountant Fees and Services
Salberg & Company, P.C. was our independent auditors for the audit of our annual
financial statements for the period from April 14, 2008 (inception) to April 30,
2008 and for the fiscal year end April 30, 2009.
F-25
The following table shows the fees paid or accrued by us for the audit and other
services provided by our auditor for fiscal 2008 and 2009.
2009 2008
Audit Fees $17,000 $11,000
Audit-Related Fees $6,000 -
Tax Fees - -
All Other Fees - -
------- -------
Total $23,000 $11,000
As defined by the SEC, (i) "audit fees" are fees for professional
services rendered by our principal accountant for the audit of our annual
financial statements and review of financial statements included in our Form
10-Q, or for services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years;
(ii) "audit-related fees" are fees for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under "audit fees;"
(iii) "tax fees" are fees for professional services rendered by our principal
accountant for tax compliance, tax advice, and tax planning; and (iv) "all other
fees" are fees for products and services provided by our principal accountant,
other than the services reported under "audit fees," "audit-related fees," and
"tax fees."
Under applicable SEC rules, the Audit Committee is required to
pre-approve the audit and non-audit services performed by the independent
auditors in order to ensure that they do not impair the auditors' independence.
The SEC's rules specify the types of non-audit services that an independent
auditor may not provide to its audit client and establish the Audit Committee's
responsibility for administration of the engagement of the independent auditors.
Until such time as we have an Audit Committee in place, the Board of Directors
will pre-approve the audit and non-audit services performed by the independent
auditors.
Consistent with the SEC's rules, the Audit Committee Charter requires
that the Audit Committee review and pre-approve all audit services and permitted
non-audit services provided by the independent auditors to us or any of our
subsidiaries. The Audit Committee may delegate pre-approval authority to a
member of the Audit Committee and if it does, the decisions of that member must
be presented to the full Audit Committee at its next scheduled meeting.
Item 15. Exhibits
Exhibit No. Document Description
31.1 CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
F-26
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Universal Infotainment Systems Corporation
Name Date Signature
- ---------------- -------------------- --------------- -----------------------
By: James Clark Beattie, July 24th, 2009 /s/ James Clark Beattie
Principal Executive
Officer CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE NAME TITLE DATE
- -------------------------- ---------------------- ---------------------------- ------------------------
/s/ Emanuel G. Pavlopoulos Emanuel G. Pavlopoulos Chairman July 24th, 2009
/s/ James Clark Beattie James Clark Beattie CEO, Principal Executive July 24th, 2009
Officer, Principal Financial
Officer and Principal
Accounting Officer
/s/ Nour Lawand Nour Lawand COO, Director July 24th, 2009
/s/ Dimitrios Ioannidis Dimitrios Ioannidis Executive VP, Director July 24th, 2009
F-27