The accompanying notes are an integral part of these consolidated financial statements.
7
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 1 -
BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION
The financial statements presented are those of Kunekt Corporation and Subsidiary (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these consolidated interim financial statements be read in conjunction with the Company’s most recent consolidated audited financial statements contained in the Company’s Form 10-K filing with the Securities and Exchange Commission. Consolidated operating results for the three months ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending October 31, 2012.
NOTE 2 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Organization
The Company was incorporated in the State of Nevada as a for-profit company on October 1, 2007 and established a fiscal year end of October 31. The Company is a development-stage company that was originally organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “Kunekt Card”) and related services that the Company was developing. On September 3, 2010 the Company abandoned its patent application after receiving a final Office Action from the United States Patent and Trademark Office declining the patent application. On December 2, 2010 the Company announced that it is shifting its primary focus to designing, building and marketing mobile phones, smartphones and tablets. On June 29, 2011 the Company announced that it was planning to sell its assets as outlined in “Item 1 – Business, Corporate Development, Transaction with AMS-INT” on page 5 of its most recent annual report on Form 10-K.
b.
Basis of Presentation
The Company uses the accrual method of accounting for financial purposes and has elected October 31 as its year-end.
c.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosers. Accordingly, actual results could differ from those estimates.
d.
Fixed Assets
Fixed assets are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful life of the assets are expensed as incurred. Depreciation of property and equipment is determined on a straight-line basis over the expected useful lives.
8
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 2 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
d.
Fixed Assets (continued)
The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of equipment.
e.
Long-Lived Assets
Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.
f.
Fair Value of Financial Instruments
The carrying amounts of the Company’s consolidated financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
g.
Revenue
The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.
h.
Website Development Costs
Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Training costs are not internal-use software development costs and, if incurred during this stage, are expensed as incurred. These capitalized costs are amortized based on their estimated useful life over three years. Payroll and other related costs are not capitalized, as the amounts principally relate to maintenance.
i.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.
j.
Foreign Currency Translation
The Company's cash deposits with a functional currency other than the U.S. dollar translate amounts to the reporting currency, United States dollars. At each balance sheet date, assets and liabilities that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ equity and included in comprehensive loss.
9
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 2 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
j.
Foreign Currency Translation (continued)
For transactions undertaken by the Company in foreign currencies, monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. Exchange gains and losses are included in the determination of net income (loss) for the year.
k.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of foreign currency translation adjustments.
l.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that the Company believes are applicable or would have a material impact on the financial statements of the Company.
m.
Basic Income (Loss) Per Share
The computation of basic income (loss) per share of common stock is based on the weighted average number of shares outstanding during the period of the consolidated financial statements as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
For the Three Months
Ended April 30,
|
|
For the Six Months
Ended April 30,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(25,359)
|
|
$
|
(297,289)
|
|
$
|
(41,334)
|
|
$
|
(383,193)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
of shares outstanding
|
62,000,000
|
|
62,000,000
|
|
62,000,000
|
|
62,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
$
|
(0.00)
|
|
$
|
(0.01)
|
|
$
|
(0.00)
|
|
$
|
(0.01)
|
Net income (loss) per share is computed by dividing the net income (loss) allocable to common stockholders by the weighted average number of shares of common stock outstanding.
n.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company, and its 100% owned subsidiary: Kunekt Corporation Limited. All inter-company balances and transactions have been eliminated in consolidation.
10
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 3 -
RELATED PARTY TRANSACTIONS
Officer Wages
For the six months ended April 30, 2012, the Company recorded $825 in officer wages to Mark Bruk, its president, treasurer and sole director,
which represents having worked 33 hours during the period at a rate of $25 per hour.
Accrued Expenses
For the six months ended April 30, 2012, the Company accrued $250 of the $825 in officer wages, and paid the balance of $575 to Mark Bruk, its president, treasurer and sole director, which represents having worked 33 hours at a rate of $25 per hour.
Notes Payable and Accrued Interest
Effective as of November 1, 2009, we amended the shareholder loan agreement between the Company and Mr. Bruk, whereby Mr. Bruk agreed to continue to loan us funds, as required, to operate our business. The interest rate on the loan is 4.0%. The note is unsecured, due upon demand and accrues interest at the end of each month on the then outstanding balance on a last-in, first-out basis for new funds and payments.
As of April 30, 2012, the Company had a note payable to an officer totalling $8,386. The note represents patent filing fees paid by the officer totalling $31,048 and cash advances for the payment of general corporate expenses of $225,770. The Company has repaid $248,432 of this note as of April 30, 2012. Accrued interest payable on the note totals $9,051 at April 30, 2012.
Loan Payable and Accrued Interest
As of April 30, 2012, the Company had fully repaid a $450,000 loan from Mr. Bruk, its president, treasurer and sole director, and had accrued interest payable on the loan totaling $42,331.
NOTE 4 -
GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs. Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in stockholders’ equity. All of these items raise substantial doubt about its ability to continue as a going concern.
11
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 4 -
GOING CONCERN (CONTINUED)
The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary debt and equity financing to continue operations and to generate sustainable significant revenue. There is no guarantee that the Company will be able to raise any equity financing or generate profitable operations. As at April 30, 2012, the Company has not yet achieved profitable operations and had a deficit of $82,064 since incorporation. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Under its current operating plan the Company will require approximately $60,000 to fund ongoing operations and working capital requirements through April 30, 2013. Management is implementing a plan to address these uncertainties to enable the Company to continue as a going concern through the end of fiscal 2012 and beyond. This plan includes new equity financing in amounts sufficient to sustain operations, and to begin generating revenues and closely monitor costs from operations. However, there can be no assurances that management’s plans will be successful if additional funds are raised through the issuance of equity securities, the percentage ownership of the Company’s then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.
Realizable values may be substantially different from carrying values as shown in these financial statements should the Company be unable to continue as a going concern.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s financial statements have been properly prepared within the framework of the significant accounting policies as noted in “NOTE 2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” to these financial statements.
NOTE 5 -
EQUITY TRANSACTIONS
Stock Payable/Gain Transactions
Pursuant to a share subscription agreement (the “Share Subscription Agreement”) entered into between the Company and a subscriber (the “Subscriber”), the Subscriber transferred $1,750,000 (the “Advance”) to the Company as an interest free loan and as consideration for the issuance of 1,223,777 common shares in the capital of the Company (each, a “Company’s Share”) at a price of $1.43 per Company’s Share. Due to a temporary cease trade order issued by the British Columbia Securities Commission prohibiting the trading in the securities of the Company, the Company was unable to close the transactions contemplated by the Share Subscription Agreement, including the issuance of any Company’s Shares to the Subscriber. On June 29, 2011, the Company, the Subscriber, and AMS entered into a cancellation and debt forgiveness agreement (the “Cancellation and Debt Forgiveness Agreement”), whereby the Advance made by the Subscriber to the Company was forgiven in exchange for (i) the payment of $784,000 from the Company to the Subscriber, and (ii) the assignment of a promissory note issued by AMS to the Company in the amount of $216,000 to the Subscriber. The remaining balance of $750,000 was forgiven and cancelled by the Subscriber as part of the Cancellation and Debt Forgiveness Agreement. The Company recorded this amount as a gain on settlement of debt on its financial statements.
12
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 5 -
EQUITY TRANSACTIONS (CONTINUED)
On or about June 17, 2011, the Company settled an outstanding account payable with King & Spalding LLP, its patent lawyers, such that the Company was forgiven $6,600. The Company recorded this amount as a gain on settlement of debt on its financial statements. The Company also reversed a $37,500 investor relations accrual that was to be settled through issuance of stock. The Company recorded this amount as a gain on settlement of debt on its financial statements.
Commitments and Contingencies – Temporary Cease Trade Order
On February 28, 2011, the British Columbia Securities Commission (the “BCSC”) issued a temporary Halt Trade Order (the “HTO”) against the Company. The HTO was renewed on March 3, 2011 and expired on March 8, 2011. However, on March 8, 2011, the Executive Director of the BCSC issued a Temporary Order and Notice of Hearing (the “CTO”) in the Province of British Columbia, Canada. As of February 22, 2012, the CTO has not been revoked. The CTO prohibits the trading in the securities of the Company. The Company has made no commitments or contingencies regarding this matter.
NOTE 6 -
TRANSACTION WITH AMS-INT
On January 19, 2012, Kunekt entered into an amended master agreement (the “Amended Master Agreement”) with all the parties to the Master Agreement, whereby the parties agreed that they have been unable to close the Yue Share Exchange Agreement and Li Share Exchange Agreement (collectively, the “Share Exchange Agreements”) and therefore wish to update the Share Exchange Agreements, the License Agreement and Registration Rights Agreement to reflect the delay in closing, as follows:
Share Exchange Agreements
·
The Yu Share Exchange Agreement is hereby amended as follows:
°
section 1.1(s) is hereby amended by deleting the reference to “April 1, 2011 to December 31, 2011” as set out in the definition of “First Period” and replacing it with “October 31, 2011 to June 30, 2012”;
°
section 1.1(vv) is hereby amended by deleting the reference to “April 1, 2011 to March 31, 2011” as set out in the definition of “Second Period” and replacing it with “October 31, 2011 to September 30, 2012”; and
°
section 2.2(b) is hereby amended by deleting the reference to “September 30, 2011” and replacing it with “March 31, 2012”.
·
The Li Share Exchange Agreement is hereby amended as follows:
°
section 1.1(s) is hereby amended by deleting the reference to “April 1, 2011 to December 31, 2011” as set out in the definition of “First Period” and replacing it with “October 31, 2011 to June 30, 2012”;
°
section 1.1(vv) is hereby amended by deleting the reference to “April 1, 2011 to March 31, 2011” as set out in the definition of “Second Period” and replacing it with “October 31, 2011 to September 30, 2012”; and
°
section 2.2(b) is hereby amended by deleting the reference to “September 30, 2011” and replacing it with “March 31, 2012”.
13
KUNEKT CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2012
NOTE 6 -
TRANSACTION WITH AMS-INT (CONTINUED)
Registration Rights
·
Section 1.1(f) of the Registration Rights Agreement is hereby amended by deleting the reference to “June 30, 2011” as set out in the definition of “Effectiveness Date” and replacing it with “December 31, 2011”.
License Agreement
·
Section 1.3 of the License Agreement is hereby deleted and replaced with the following:
Term
. The Licence will commence as of the Effective Date and subject to earlier termination pursuant to the terms of this Agreement, will expire upon the earlier of: (a) one year from the Effective Date; (b) the closing of the Asset Purchase Agreement between the Licensor and Ya Zhu Silk, Inc. referenced in the Master Amending Agreement; or (c) such other date as is mutually agreed to by the parties hereto.
NOTE 7 -SUBSEQUENT EVENTS
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.
14
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report contains forward-looking statements that involve risk, uncertainties and assumptions. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this quarterly report on Form 10-Q include statements about:
·
Our business plans,
·
Our ability to raise additional finances,
·
Our future customers,
·
Our design of our products and our ability to secure manufactures, and
·
Our future investments and allocation of capital resources.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:
·
General economic and business conditions,
·
Risks associated with the mobile market,
·
Our lack of operating history,
·
Our limited experience manufacturing mobile products, and
·
The risks in the section of this quarterly report entitled “Risk Factors”,
any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results
The following discussion and analysis should be read in conjunction with the financial statements and related notes and the other financial information appearing elsewhere in this quarterly report. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
As used in this quarterly report, the terms “we”, “us” and “our” mean Kunekt Corporation and its wholly-owned subsidiary Kunekt Corporation Limited, unless otherwise indicated.
15
Company Overview
We are a development-stage company that was originally organized to enter into the financial account card market with a proprietary patent pending financial account card product that we were developing. Our patent application, which was filed with the U.S. Patent and Trademark Office, was abandoned on September 3, 2010.
We subsequently changed our business to market mobile devices, specifically mobile phones, smartphones and tablet devices. We have stopped pursuing the our business to market mobile devices and we are currently seeking new business opportunities with established business entities for the merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities and there can be no assurance that we will be able to enter into any definitive agreements.
As of the date of this quarterly report we have generated no revenues from our operations.
Transaction with AMS-INT
On June 29, 2011, Kunekt entered into a master agreement (the “Master Agreement”) with Ya Zhu Silk, Inc. (“YaZhu”), AMS-INT Asia Limited (“AMS”), Ferngrui Yue (“Yue”), Guangzhou Xingwei Communications Technology Ltd. Inc. (“XingWei”), Matt Li (“Li”), Beijing Yiyueqiji Science and Technology Development Ltd. Inc. (“Yiyueqiji”), and Mark Bruk (“Bruk”) whereby the parties agreed to the following:
·
the following agreements, which were subject to regulatory approval, including the issuance by the British Columbia Securities Commission of an order varying its temporary cease trade order issued against Kunekt, which Kunekt has been unable to obtain, are not valid and are terminated and cancelled:
o
a share exchange agreement dated January 20, 2011, as amended on March 31, 2011, among AMS, Yue, XinWei, and Kunekt, whereby Kunekt agreed to acquire all of the shares held by Yue in the capital of AMS in exchange for the issuance of a total of 2,400,000 common shares in the capital stock of Kunekt and 60,480 preferred shares in the capital stock of Kunekt (the “Yu Kunekt Shares”),
o
a share vesting and repurchase option agreement dated March 31, 2011 between Kunekt and Yue, whereby Yue agreed that the Yu Kunekt Shares would be subject to a release schedule and all unreleased shares could be bought back by Kunekt for nominal consideration,
o
a share exchange agreement dated January 20, 2011, as amended on March 31, 2011, among AMS, Li, Yiyueqiji, and Kunekt, whereby Kunekt agreed to acquire all of the shares held by Li in the capital of AMS in exchange for the issuance of a total of 27,600,00 common shares in the capital stock of Kunekt and 695,520 preferred shares in the capital stock of Kunekt (collectively, the “Li Kunekt Shares”),
o
a share vesting and repurchase option agreement dated March 31, 2011 between Kunekt and Li, whereby Li agreed that the Li Kunekt Shares would be subject to a release schedule and all unreleased shares could be bought back by Kunekt for nominal consideration,
o
an exclusive distribution and sales agency agreement dated March 24, 2011 between Kunekt and Yiyueqiji, whereby Kunekt obtained the exclusive rights for the world to market, distribute and sell certain products and services in consideration of Kunekt marketing the products and services under its Kunekt brand and transferring management skills in smartphones to Yiyueqiji, and
o
an exclusive distribution and sales agency agreement dated March 27, 2011 between Kunekt and XinWei, whereby Kunekt obtained the exclusive rights for the world to market, distribute and sell certain products and services in consideration of Kunekt marketing the products and services under its Kunekt brand and transferring management skills in smartphones to XinWei;
16
·
immediately upon the signing of the Master Agreement, YaZhu, Yue, and XinWie will enter into a share exchange agreement (the “Yue Share Exchange Agreement”), whereby YaZhu will acquire all of the Shares of AMS held by Yue in exchange for the issuance of 1,200,000 shares in the common stock of YaZhu (each, a “YaZhu Share”);
·
immediately upon the signing of the Master Agreement, YaZhu, Li, and Yiyueqiji will enter into a share exchange agreement (the “Li Share Exchange Agreement”), whereby YaZhu will acquire all of the Shares of AMS held by Li in exchange for the issuance of 3,384,000 YaZhu Shares;
·
immediately upon the signing of the Master Agreement, Kunekt and AMS will enter into a license agreement, as described below;
·
immediately upon the signing of the Master Agreement, Kunekt and YaZhu will enter into an asset purchase agreement, as described below;
·
if Kunekt completes a distribution of the YaZhu Shares to the shareholders of Kunekt, within 10 days of the completion of such distribution, Bruk will cancel such number of YaZhu Shares such that Bruk will have no more than 148,917 YaZhu Shares; and
·
immediately upon the signing of the Master Agreement, all of the parties to the Master Agreement will enter into a registration rights agreement, as described below.
On June 29, 2011 and pursuant to the Master Agreement, Kunekt and AMS entered into a non-exclusive trademark license agreement (the “License Agreement”), whereby Kunekt granted to AMS the right to use its trademarks throughout the world in exchange for a royalty of one half of one percent of the gross revenues produced by AMS, which shall be paid within 30 days of the termination of the License Agreement. The License Agreement will terminate upon the earlier of: (i) six months from June 29, 2011; (ii) the closing of the Asset Purchase Agreement (as defined below), or (iii) such other date as is mutually agreed to by the parties hereto. Kunekt may terminate the License Agreement by delivering written notice to AMS and AMS may terminate the License Agreement by delivering 30 days written notice to Kunekt.
On June 29, 2011 and pursuant to the Master Agreement, Kunekt and YaZhu entered into an asset purchase agreement (the “Asset Purchase Agreement”), whereby Kunekt agreed to sell all of its assets (the “Assets”) to YaZhu (the “Sale”) in consideration of the issuance of 2,480,000 YaZhu Shares to Kunekt. The Sale is subject to Kunekt receiving the approval from its shareholders for the Sale. The closing of the Sale will take place on the later of (i) five business days after Kunekt receives shareholder approval for the Sale; (ii) five business days after the date that AMS, Yiyueqiji and Xinwei provide YaZhu with the information necessary and in the proper form to file a Current Report on Form 8-K that contains Form 10 information about YaZhu after the acquisition of AMS, as required by Item 2.01(f) of Form 8-K, including the consolidated audited financial statements for AMS, Yiyueqiji and Xinwei, or (iii) such other date as the parties hereto mutually agree (the “Closing Date”). Kunekt agreed to use commercially reasonable efforts to obtain approval for the Sale from its shareholders.
On June 29, 2011 and pursuant to the Master Agreement, YaZhu, Kunekt, AMS, Li, Yue, Yiyueqiji, Xinwei and Bruk entered into a registration rights agreement (the “Registration Rights Agreement”) whereby YaZhu agreed to register all YaZhu shares issued pursuant to the Master Agreement or agreements entered into pursuant to the Master Agreement within 120 days of June 30, 2011. YaZhu agreed to pay a penalty provision of 1.5% of the deemed value of the YaZhu Shares, being $1.00 per YaZhu Share, per month if the YaZhu Shares are not registered within 120 days of June 30, 2011. YaZhu agreed to pay all of the expenses of the registration.
In addition to any other rights Kunekt might have under any other agreement, if the YaZhu Shares issued pursuant to the Asset Purchase Agreement are not registered pursuant to an effective registration statement (pursuant to the Registration Rights Agreement) within 240 days of the Closing Date, YaZhu shall execute and deliver to Kunekt all such bills of sale, assignments, instruments of transfer, deeds, assurances, consents and other documents as shall be necessary to effectively transfer the Asset to Kunekt, free and clear of all encumbrances, or any contract to create an encumbrance, unless such encumbrance is permitted by Kunekt.
17
Pursuant to a share subscription agreement (the “Share Subscription Agreement”) entered into between Kunekt and a subscriber (the “Subscriber”), the Subscriber transferred $1,750,000 (the “Advance”) to Kunekt as an interest free loan and as consideration for the issuance of 1,223,777 common shares in the capital of Kunekt (each, a “Kunekt Share”) at a price of $1.43 per Kunekt Share. Due to a temporary cease trade order issued by the British Columbia Securities Commission prohibiting the trading in the securities of Kunekt, Kunekt has been unable to close the transactions contemplated by the Share Subscription Agreement, including the issuance of any Kunekt Shares to the Subscriber. On June 29, 2011, Kunekt, the Subscriber, and AMS entered into an agreement, whereby the Advance made by the Subscriber to Kunekt was forgiven in exchange for the payment of $784,000 from Kunekt to the Subscriber and the assignment of a promissory note issued by AMS to Kunekt in the amount of $216,000 to the Subscriber.
On January 19, 2012, Kunekt entered into an amended master agreement (the “Amended Master Agreement”) with all the parties to the Master Agreement, whereby the parties agreed that they have been unable to close the Yue Share Exchange Agreement and Li Share Exchange Agreement (collectively, the “Share Exchange Agreements”) and therefore wish to update the Share Exchange Agreements, the License Agreement and Registration Rights Agreement to reflect the delay in closing, as follows:
Share Exchange Agreements
·
The Yu Share Exchange Agreement was amended as follows:
·
section 1.1(s) was amended by deleting the reference to “April 1, 2011 to December 31, 2011” as set out in the definition of “First Period” and replacing it with “October 31, 2011 to June 30, 2012”;
·
section 1.1(vv) was amended by deleting the reference to “April 1, 2011 to March 31, 2011” as set out in the definition of “Second Period” and replacing it with “October 31, 2011 to September 30, 2012”; and
·
section 2.2(b) was amended by deleting the reference to “September 30, 2011” and replacing it with “March 31, 2012”.
·
The Li Share Exchange Agreement was amended as follows:
·
section 1.1(s) was amended by deleting the reference to “April 1, 2011 to December 31, 2011” as set out in the definition of “First Period” and replacing it with “October 31, 2011 to June 30, 2012”;
·
section 1.1(vv) was amended by deleting the reference to “April 1, 2011 to March 31, 2011” as set out in the definition of “Second Period” and replacing it with “October 31, 2011 to September 30, 2012”; and
·
section 2.2(b) was amended by deleting the reference to “September 30, 2011” and replacing it with “March 31, 2012”.
Registration Rights
·
Section 1.1(f) of the Registration Rights Agreement was amended by deleting the reference to “June 30, 2011” as set out in the definition of “Effectiveness Date” and replacing it with “December 31, 2011”.
License Agreement
·
Section 1.3 of the License Agreement was deleted and replaced with the following:
18
Term
. The Licence will commence as of the Effective Date and subject to earlier termination pursuant to the terms of this Agreement, will expire upon the earlier of: (a) one year from the Effective Date; (b) the closing of the Asset Purchase Agreement between the Licensor and Ya Zhu Silk, Inc. referenced in the Master Amending Agreement; or (c) such other date as is mutually agreed to by the parties hereto.
New Business
In anticipation of completing the sale of our assets as outlined in this “
Item 2 – Company Overview
,
Transaction with AMS-INT
” on page 16, we may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Plan of Operation
We moved our head office to Hong Kong as of January 21, 2011and also incorporated a wholly-owned subsidiary, Kunekt Corporation Limited, in Hong Kong, which will be responsible for our operations in China.
Over the next twelve months we estimate that we should need to spend approximately $60,000 on maintaining our status as a public fully-reporting company. The following is a breakdown of our anticipated expenses over the next four quarters.
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
Jul 31, 2012
|
|
Oct 31, 2012
|
|
Jan 31, 2013
|
|
Apr 30, 2013
|
|
Officer Wages
|
$
|
1,500
|
|
$
|
1,500
|
|
$
|
1,500
|
|
$
|
1,500
|
|
Accounting
|
|
4,500
|
|
|
7,500
|
|
|
4,500
|
|
|
4,500
|
|
Legal
|
|
7,500
|
|
|
4,000
|
|
|
4,000
|
|
|
3,000
|
|
SEC and SEDAR Fillings
|
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
General and Administrative
|
|
2,500
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
Total
|
$
|
17,500
|
|
$
|
16,500
|
|
$
|
13,500
|
|
$
|
12,500
|
Financial Condition, Liquidity and Capital Resources
At April 30, 2012, we had $104,101 cash on hand and in the bank compared to $127,220 in cash at October 31, 2011. At April 30, 2012, we had a working capital deficit of $55,582 compared to working capital deficit of $14,248, at October 31, 2011. This increase in working capital deficit was primarily the result of increased activity in the company’s operations.
19
At April 30, 2012, we had total assets of $122,606, consisting of cash of $104,101, trust account of $15,409 and security deposits of $3,096. Our total assets at October 31, 2011 were $155,430 consisting of cash of $127,220, trust account of $15,409, prepaid expenses of $8,603, and security deposits of $4,198. This change is primarily the result of repaying the $450,000 loan from our president.
At April 30, 2012, our total liabilities were $178,188, consisting of accrued interest, on a previously outstanding loan payable, to our principle executive officer of $42,331, a note payable and accrued interest to our principle executive officer of $17,437, accrued wages payable to our principle executive officer of $69,825, income tax payable of $38,845 and accounts payable of $9,750. Our total liabilities at October 31, 2011 were $169,678, consisting of accrued interest, on a previously outstanding loan payable, to our principle executive officer of $42,331, a note payable and accrued interest to our principle executive officer of $11,433, accrued wages payable to our principle executive officer of $69,575, income tax payable of $38,845 and accounts payable of $7,494. For six-months ended April 30, 2012, net cash used by operating activities was $(29,050), net cash used by investment activities was $0, net cash provided by financing activities was $5,931, foreign exchange effect on cash was $0. For the six months ended April 30, 2011 net cash used by operating activities was $1,254,786, net cash used by investment activities was $0, net cash used by financing activities was $(347,269), foreign exchange effect on cash was $(23,530). The changes in cash used by operating activities between the six month periods ended April 30, 2011 and 2012 was due to decrease in operating activities during the six month period ended April 30, 2012 compared to that ended April 30, 2011. The change in financing activities between the six-month period ended April 30, 2012 and 2011 was due to the fact that during the six month period ended April 30, 2012, Mark Bruk, the President, made no payments related to the patent filing that was abandoned in September 2010, whereas there were such payments during the six-month period ended April 30, 2011. The amounts paid by Mark Bruk on behalf of our company are recorded as related party notes payable. We must raise capital to continue the staged design, development, production, packaging and distribution of our mobile device products and initiate sales and marketing activities.
Management has estimated the cost over the next twelve months to be $60,000 to maintain our corporate existence and status as a reporting issuer. Our current cash on hand are just adequate enough for the next twelve months. We may require additional financing in order to maintain our corporate existence and status as a reporting issuer. If required, we intend to raise additional capital through future debt or equity financing
.
Management believes that if we obtain sufficient funds to operate our business through future debt or equity financing, we may generate sales revenue within the following twelve months thereof. However, additional debt or equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If we are unsuccessful in raising additional proceeds through future equity financing we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, we are highly dependent upon the future equity financing and failure to obtain equity financing would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via future debt or equity financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment. Also management believes if we cannot raise sufficient revenues or maintain our reporting status with the Securities and Exchange Commission we will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.
Management does not plan to hire additional employees at this time but to continue to retain the services of third-party consultants. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees. We have no current material commitments.
20
Our auditors have issued a "going concern" opinion on our October 31, 2011 financial statements. This means that there is substantial doubt that we can continue as an on-going business for the next one year unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no substantial revenues are anticipated. Accordingly, we must raise cash from sources other than revenues. Our only source for cash at this time is investments by our president, treasurer and sole director. We must raise cash to implement our business strategy and stay in business. On September 24, 2009, we raised $450,000 in a loan from our founder, which loan was subsequently repaid on May 31, 2011, and we have used up $15,000 we raised through initial public offering of shares of our common stock, therefore our president, treasurer and sole director will need to make additional financial commitments to our company and/or we will need to raise additional capital through future debt or equity financing.
Results of Operations
|
|
|
|
|
|
| |
|
|
|
|
Six Months Ended
April 30, 2012
|
|
|
Six Months Ended
April 30, 2011
|
|
|
Revenue
|
$
|
-
|
|
$
|
-
|
|
|
Operating Expenses
|
|
41,334
|
|
|
383,193
|
|
|
Net Income (Loss)
|
|
(41,334)
|
|
|
(383,193)
|
Our operating expenses consist of professional and legal fees, officer wages, interest expense, and general and administrative expenses. General and administrative expenses consist of office supplies, rent, trademarks, and travel expenses. Professional and legal fees for the six-month period ended April 30, 2012 were $25,632 compared to $285,912 for the six-month period ended April 31, 2011. For the six-month period ended April 30, 2012 accounting fees were $4,902, auditing fees were $14,234, legal fees were $2,475, stock transfer agent fees were $1,250 and miscellaneous professional fees (including Public relations $174),compared to the six-month period ended April 30, 2011 accounting fees were $2,284, auditing fees were $12,234, legal fees were $111,616 and miscellaneous professional fees (consulting $24,091, investor relations $71,900,miscellaneous $3,648, public relations $32,000, transfer agent $1,450 and web design $22,856). Officer wages for the six-month period ended April 30, 2012 were $825 compared to $37,250 for the six-month period ended April 30, 2011. During the six-month period ended April 30, 2012, accrued wages to Mark Bruk, president, increased by $250 compared to an increase of $37,250 in accrued wages for the six-month period ended April 30, 2011. For the six-month period ended April 30, 2012 interest expense was $73 compared to the six-month period ended April 30, 2011 interest expense was $12,612. General and administrative expenses for the six-month period ended April 30, 2012 were $14,854 compared to $77,521 for the six-month period ended April 30, 2011. The decrease in general and administrative expenses was primarily attributable to the significant reduction in work done as a result of the anticipated sale of our assets to AMS-INT.
The following table shows a breakdown of material components of our expenses:
|
|
|
|
|
|
| |
|
|
|
|
Six Months Ended
April 30, 2012
|
|
|
Six Months Ended
April 30, 2011
|
|
|
Accounting fees
|
$
|
4,902
|
|
$
|
2,248
|
|
|
Auditing fees
|
|
14,234
|
|
|
12,234
|
|
|
Interest expense
|
|
73
|
|
|
12,612
|
|
|
Consulting fees
|
|
-
|
|
|
24,091
|
|
|
Investor relations fees
|
|
-
|
|
|
71,900
|
|
|
Public relations fees
|
|
174
|
|
|
32,000
|
|
|
Website design
|
|
-
|
|
|
22,856
|
|
|
Legal fees
|
|
2,475
|
|
|
111,616
|
|
|
Stock transfer agent fees
|
|
1,250
|
|
|
1,450
|
|
|
Miscellaneous professional fees
|
|
-
|
|
|
26,504
|
|
|
General and administrative expenses
|
|
14,853
|
|
|
77,521
|
|
|
Officer wages
|
|
825
|
|
|
37,250
|
Financing Activities
Financing activities resulted in net cash inflow of $5,931 for the six-month period ended April 30, 2012 compared to net cash outflow of $347,269 for the six-month period ended April 30, 2011.
21
Between January 21, 2008 and February 15, 2008, we received thirty-three subscriptions, for a total of 750,000 shares of common stock (par value $0.001). Arom Thaveeloue, our secretary, subscribed for 50,000 shares of common stock and we received $1,000 in the form of a bank draft as payment for the underlying securities. These subscriptions for shares of common stock in our Company were pursuant to our prospectus filed with the Securities and Exchange Commission on Form 424A on January 14, 2008. We received $15,000 in the form of bank drafts as payment for the underlying securities, which securities were subscribed for at a price of $0.02 per share and were subsequently issued on June 16, 2008. On September 24, 2009, we secured $450,000 in a loan from our founder and president, which loan was subsequently repaid on May 31, 2011.
We intend to seek additional funding through public or private financings to fund our operations through fiscal 2012 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve cash flow positive operations, we may have to significantly scale back operations both of which may affect our ability to continue as a going concern.
Additional Disclosure of Outstanding Share Data
As of June 4, 2012, we had 62,000,000 shares of common stock issued and outstanding.
Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts, nor are any contemplated by management. We do not engage in trading activities involving non-exchange traded contracts.
The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies
The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated condensed financial statements and accompanying notes included elsewhere in this quarterly report. The United States Securities and Exchange Commission has defined a company’s most critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. For additional information, see the notes to consolidated condensed financial statements included elsewhere in this quarterly report and also please refer to our annual report on Form 10-K for the year ended October 31, 2011, for a more detailed discussion of our critical accounting policies. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions or conditions.
We did not make any material changes in or to our critical accounting policies during the six-month period ended April 30, 2012.
The carrying amounts of our financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
22
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that the company believes are applicable or would have a material impact on the financial statements of the company.
Item 3
Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4
Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2011, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.
Management's Report on Internal Control over Financial Reporting
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our President evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Interim Report, being January 31, 2011. Our President evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of April 30, 2012.
Based on that evaluation, our President concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to the material weaknesses as disclosed in our annual report on Form 10-K for the fiscal year ended October 31, 2011.
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies at some time in the future. This will depend on our financial position and the management’s determination of which changes should be made and when. We intend to consider the results of our remediation efforts and related testing as part of our year-end assessment of the effectiveness of our internal control over financial reporting.
23
We continue to have material weaknesses in our internal control over financial reporting as disclosed in our annual report on Form 10-K for the fiscal year ended October 31, 2011. We have not implemented remediation measures for the material weaknesses described in our annual report due to lack of funds.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the second quarter ended April 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
24
PART II
Item 1
Legal Proceedings
On February 28, 2011, the British Columbia Securities Commission (BCSC) issued a temporary Halt Trade Order (HTO) against the company due to its concerns about various promotional material found on the Internet (the “Promotional Material Web Sites”). The HTO was renewed on March 3, 2011 and expired on March 8, 2011. However, on March 8, 2011, the Executive Director of the BCSC issued a Temporary Order and Notice of Hearing (the “CTO”) in the province of British Columbia, Canada, whereby the BCSC ordered that all persons cease trading in the securities of Kunekt until certain information is provided to the BCSC. On April 12, 2011 the BCSC denied Kunekt’s application to have the CTO removed or varied to allow us to complete the aforementioned Agreements with liberty to re-apply upon providing further evidence to the BCSC that neither Kunekt, nor any of its directors, officers or insiders, caused or had any direct or indirect involvement in the preparation or publication of the Promotional Material Web Sites or any knowledge of them prior to being informed of them by BCSC staff.
Background Information
Staff of the BCSC had sought assistance and assurances from Kunekt and its director/insider and officers with respect to the Promotional Material Web Sites. The company responded to the concerns of the BCSC which were identified to the company by the BCSC Staff on or about March 2, 2011.
Neither Kunekt, nor its director/insider or officers had any involvement, direct or indirect, in the materials found on the Promotional Material Web Sites, including any creation, financing (paid or prospective) or dissemination of said material. Further, other than as identified to the BCSC, the director/insider and officers of Kunekt had no knowledge of the Promotional Material Web Sites until being informed of them by BCSC staff.
Unauthorized Websites
Upon being advised of the existence of the Promotional Material Web Sites, on or about March 4, 2011, Kunekt issued cease and desist demands to each of the Promotional Material Web Sites. In addition, Kunekt located unauthorized web sites that were promoting Kunekt and sent email cease and desist demands to those web sites (a total of 19 web sites which include the 3 identified by the BCSC Staff). Kunekt also asked for and received confirmation from all third party public relations, investor relations and creative writing (blog) consultants/firms working on behalf of the company, of their non-involvement.
Unauthorized E-Letters
One of the Promotional Material Web Sites contained content promoting Kunekt and promising substantial profits. The director/insider and officers of Kunekt were unaware of this website until advised by BCSC Staff by email on March 2, 2011. In addition, various promotional emails have been identified which contain similar content, also purportedly from the same source (the “Unauthorized E-Letters”).
Neither Kunekt, nor its director/insider and officers had any involvement in, direct or indirect, in the Unauthorized E-Letters including any creation, financing (paid or prospective) or dissemination of said e-letters. Indeed, Kunekt has issued cease and desist demands to the apparent originators of the Unauthorized E-Letters.
Authorized Kunekt Websites and Email Alerts
“Authorized Kunekt Websites”
The only authorized investor relations, marketing and promotional websites owned or managed by the company or owned or managed by third party public relations, investor relations and creative writing (blog) consultants/firms working on behalf of the company are;
25
·
www.kunekt.com
·
www.kunektivity.com
·
www.ProActiveNewsroom.com/knkt
·
www.TheProActiveNetwork.com
·
www.pitchengine.com/newsroom.php?id=35283
·
www.youtube.com/kunekt
·
www.twitter.com/kunekt
·
www.facebook.com/KunektCorp
“Authorized Kunekt Email Alerts”
Kunekt also publishes news releases (available through Authorized Kunekt Websites and www.prnewswire.com); and authorized email alerts (identified as mailer@kunekt.com) to anyone subscribing through “www.kunekt.com”. No other news releases or email alerts are published by Kunekt.
Kunekt may add or remove Authorized Kunekt Websites and/or Authorized Kunekt Email Alert links in the future, the Authorized Kunekt Websites and Authorized Kunekt Email Alerts are listed at www.kunekt.com/investor.
The only statements endorsed by Kunekt are those that appear in the Authorized Kunekt Websites and Authorized Kunekt Email Alerts. Any website, e-letter, or similar communication which gives an undertaking relating to the future value or price of Kunekt securities is wholly unauthorized.
Other than as disclosed herein, there are no other material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.
Other than as disclosed herein, there are no other material proceedings to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.
Item 1A
Risk Factors
In addition to other information in this quarterly report on Form 10-Q, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward looking statements.
Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. 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.
There is substantial doubt about our ability to continue as a going concern.
Our auditor's report on our October 31, 2011 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We secured $450,000 in a loan from our founder on September 24, 2009, and $15,000 from our prospectus offering, which prospectus was filed on Form 424A with the Securities and Exchange Commission on January 14, 2008. We will need to raise additional capital, or we may be required to suspend or cease activities within one year. Since our prospectus offering contained no minimum or refunds on sold shares, you may have invested in a company that will not have the funds necessary to continue to deploy its business strategies.
26
We have incurred an accumulative net loss of $82,064 for the period from October 1, 2007 (date of inception) to April 30, 2012 and we have had no revenue. As of April 30, 2012, we had a working capital deficit of $55,582. We anticipate our ongoing expenses over the next one year to be $60,000 for the one year period. Mark Bruk, our president, treasurer and director, in addition to his investment in our common stock, has invested an additional $8,386 in our company and made a $450,000 loan to the company, which loan was subsequently repaid on May 31, 2011. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our mobile device products. We plan to seek additional funds through future debt or equity financing.
Our future is dependent upon our ability to obtain additional financing and upon future profitable operations from the sale of our mobile device products. We plan to seek additional funds through future debt or equity financing. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.
As we have been issued an opinion by our auditors that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult for us to attract investors.
If we do not obtain adequate financing, our business will fail, which will result in the complete loss of your investment.
Our cash balance as of April 30, 2012 is $104,101. We anticipate our ongoing expenses over the next one year to be $60,000 for the one year period. We will require additional financing in order to maintain our corporate existence and status as a reporting issuer and implement our business plans and strategy. At this time Management has not determined how we can raise additional capital through future debt or equity financing until the issuance by the British Columbia Securities Commission (the “BCSC”) of an order varying its temporary cease trade order issued against our company. At this time we do not anticipate that the BCSC will revoke or vary its temporary cease trade order in the near future.
On March 3, 2011, we accepted a subscription agreement with one subscriber for 1,223,777 of our common shares at a price of $1.43 per share for gross proceeds of $1,750,000, which the company received in full. Due to a temporary cease trade order issued by the British Columbia Securities Commission prohibiting the trading in the securities of the company, we were unable to close the transactions contemplated, including the issuance of any company’s shares to the subscriber. On June 29, 2011, we, the subscriber, and AMS-INT entered into a cancellation and debt forgiveness agreement, whereby the $1,750,000 advance made by the subscriber to the company was forgiven in exchange for (i) the payment of $784,000 from the company to the subscriber, and (ii) the assignment of a promissory note issued by AMS-INT to the company in the amount of $216,000 to the subscriber. The remaining balance of $750,000 was forgiven and cancelled by the subscriber. The company recorded this amount as a gain on settlement of debt on its financial statements.
Currently, we do not have any arrangements for additional financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including our ability to attract interest from potential customers for our mobile device products, changes in the mobile device marketplace, and investor sentiment. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.
No assurance can be given that we will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms.
Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and upon our financial conditions.
27
Risks Related To Our Operations
Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.
We are, and will continue to be, an insignificant participant in the number of companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. We will also compete with numerous other small public companies seeking suitable business opportunities or business combinations. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.
Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment.
We cannot guarantee that in the future we will be successful in generating revenue or raising funds through the sale of shares or through debt financing to pay for manufacturing, sales and marketing expenses. As of the date of this annual report, we have not earned any revenue. Failure to generate revenue may cause us to go out of business, which will result in the complete loss of your investment.
Our information systems could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business operations.
Our information systems are stored on servers in the United States. If major disasters such as earthquakes, fires, floods, wars, terrorist attacks, computer viruses, transportation disasters or other events occur, our information systems may be seriously damaged. We may incur expenses or loss of revenues relating to such damages.
Our quarterly results may fluctuate because of many factors and, as a result, investors should not rely on quarterly operating results as indicative of future results.
Fluctuations in operating results or the failure of operating results to meet the expectations of public market analysts and investors may negatively impact the value of our securities. Quarterly operating results may fluctuate in the future due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in quarterly operating results could cause the value of our securities to decline. Investors should not rely on quarter-to-quarter comparisons of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of public market analysts and investors. This could cause the market price of our securities to decline.
Risks Related to our Management
Our president is a non-resident of the United States.
Mark Bruk, our president, treasurer and sole director, is a non-resident of the United States. Accordingly, investors may not feel comfortable investing in a company whose management is outside of the country and may have concerns regarding the future stability of the company. There can be no assurance management will ever be run by residents of the United States.
Key management personnel may leave our company, which could adversely affect our ability to continue operations.
We are entirely dependent on the efforts of Mark Bruk, our president, treasurer and director. The loss of our president, treasurer and director, or of other key personnel hired in the future, could have a material adverse effect on the business and our prospects. There is no guarantee that replacement personnel, if any, will help our company to operate profitably. We do not maintain key person life insurance on Mr. Bruk.
28
Compensation may be paid to our officers, directors and employees regardless of our profitability. Such payments may negatively affect our cash flow and our ability to finance our business plan, which would cause our business to fail.
Mark Bruk, our president, treasurer and director is receiving compensation and Arom Thaveeloue, our secretary and/or any future employees of our company may be entitled to receive compensation, payments and reimbursements regardless of whether we operate at a profit or a loss. Any compensation received by Mr. Bruk, Mr. Thaveeloue or any other personnel in the future will be determined from time to time by the board of directors, which currently consists solely of Mr. Bruk, or Mr. Bruk in his capacity as our president, as applicable. We expect to reimburse Mr. Bruk, Mr. Thaveeloue and any future personnel for any direct out-of-pocket expenses they incur on behalf of us.
Risks Related To Our Capital Structure
Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.
The shares of our common stock constitute “penny stocks” under the Securities Exchange Act of 1934. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.
The "penny stock" rules adopted by the SEC under the Securities Exchange Act of 1934 subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.
Legal remedies, which may be available to an investor in "penny stocks,” are as follows:
(a)
if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.
(b)
if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.
(c)
if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.
If we are dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.
In the event of our dissolution, any proceeds realized from the liquidation of our assets will be distributed to the shareholders only after all claims of our creditors are satisfied. In that case, the ability of our shareholders to recover any portion of their investments in our shares will depend on the amount of funds realized and the claims to be satisfied therefrom.
29
Since we have 66,000,000 authorized shares, our management could issue additional shares, diluting our current shareholders' equity.
We have 66,000,000 authorized shares (65,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.01 per share), of which 62,000,000 common shares are currently issued and outstanding. We do not anticipate issuing any preferred shares in the foreseeable future.
Large increases in authorized shares and share issuances by us would generally have a negative impact on our share price. It is possible that, due to an increase in the authorized shares or additional share issuance, you could lose a substantial amount, or all, of your investment.
Since our president currently owns 51.6% of the issued and outstanding common stock, investors may find that his decisions are contrary to their interests.
As of the date of this annual report, Mark Bruk, our president, treasurer and sole director, currently owns 51.6% of the issued and outstanding shares. As a result, he is able to choose all of our directors and control the direction of our company. Mr. Bruk's interests may differ from the interests of other shareholders. Factors that could cause his interests to differ from the interests of other shareholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to our company.
We do not intend to pay dividends on any investment in the shares of stock of our company.
We have never paid any cash dividends and do not currently intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company.
Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.
30
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
On February 1, 2011, we entered into a stock option agreement with a member of our advisory board, Yabin Xing, granting stock options to purchase a total of 100,000 optioned shares at an exercise price of $0.85 per optioned share. The optioned shares vest as to one-tenth (1/10) of the optioned shares every month until the options shares are fully vested.
On February 1, 2011, we entered into a stock option agreement with a member of our advisory board, Matt Li, granting stock options to purchase a total of 240,000 optioned shares at an exercise price of $0.94 per optioned share. The optioned shares vest as to one-twelfth (1/12) of the optioned shares every month until the options shares are fully vested.
On March 3, 2011, we accepted a subscription agreement with one subscriber for 1,223,777 of our common shares at a price of $1.43 per share for gross proceeds of $1,750,000, which the company received in full. We have not issued any shares in connection with this private placement. Due to a temporary cease trade order issued by the British Columbia Securities Commission prohibiting the trading in the securities of the company, we were unable to close the transactions contemplated, including the issuance of any company’s shares to the subscriber. On June 29, 2011, we, the subscriber, and AMS-INT entered into a cancellation and debt forgiveness agreement, whereby the $1,750,000 advance made by the subscriber to the company was forgiven in exchange for (i) the payment of $784,000 from the company to the subscriber, and (ii) the assignment of a promissory note issued by AMS-INT to the company in the amount of $216,000 to the subscriber. The remaining balance of $750,000 was forgiven and cancelled by the subscriber. The company recorded this amount as a gain on settlement of debt on its financial statements.
On March 7, 2011, we executed a subscription agreement with one subscriber for $50,000 worth of our common stock in four instalments. For each instalment, we will issue such number of shares as equal to $12,500 divided by the moving average of the public market closing price of the previous 10 days of the shares, which shall be the deemed price of the shares, on the following dates: January 18, 2011; February 18, 2011; April 18, 2011; and June 17, 2011. We have not issued any shares in connection with this subscription agreement. This subscription agreement is part of a services agreement with a third party, which services agreement was executed on January 17, 2011. On June 14, 2011, the Company terminated its agreements with ProActive Capital Resources Group, Stern & Co., Mavericks Group Inc. (dba TangeloPR) and Barwicki Investor Relations Inc. all amounts related to these cancelled contracts have been settled. The Company made no new share issuances.
Item 3
Defaults Upon Senior Securities
None.
Item 4
(Removed and Reserved)
Item 5
Other Information
None.
31
