10 bagger
11 years ago
AVGG,, $0.06.. $0.09 per share in cash.. All SEC actions have been dismissed and all payments to Shareholders have now been paid.. So What we have and only have at present is a shell with $0.09 in cash..hank
Advanced Technologies Group, Ltd.
Consolidated Balance Sheets
As of April 30, 2013 and January 31, 2013
30-Apr-13 31-Jan-13
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ 1,300,726 $ 1,342,513
------------ ------------
TOTAL CURRENT ASSETS 1,300,726 1,342,513
OTHER ASSETS:
Investment in FX Direct Dealer 0 5,000
Trademark- net 4,694 4,841
Fixed assets- net 533 675
------------ ------------
TOTAL ASSETS $ 1,305,953 $ 1,353,029
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable & accrued expenses $ 292,184 $ 250,184
------------ ------------
TOTAL CURRENT LIABILITIES 292,184 250,184
Shareholder advance payable 7,796 7,796
------------ ------------
TOTAL LIABILITIES 299,980 257,980
SHAREHOLDERS' EQUITY:
Series A preferred stock, one share convertible to one share
of common; non-participating, authorized 1,000,000 shares at
stated value of $3 per share, issued and outstanding 50,165
shares at January 31, 2013 and 50,165 at April 30, 2013 111,120 111,120
Series B preferred stock, one share convertible to one share
of common; non-participating, authorized 7,000,000 shares at
stated value of $3 per share, issued and outstanding 135,496
shares at January 31, 2013 and 135,496 at April 30, 2013 374,865 374,865
Common stock- $.0001 par value, authorized 100,000,000 shares,
issued and outstanding, 14,415,729 shares at January 31, 2013
and 14,415,729 at April 30, 2013 1,442 1,442
Additional paid in capital 38,435,638 38,435,638
Accumulated deficit (37,917,092) (37,828,016)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 1,005,973 1,095,049
------------ ------------
TOTAL LIABILITIES & Shareholders' Equity $ 1,305,953 $ 1,353,029
============ ============
See the notes to the financial statements.
4
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Quarters Ended April 30, 2013 and April 30, 2012
30-Apr-13 30-Apr-12
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and benefits $ 52,000 $ 37,000
Consulting 0 25,001
General administration 37,076 22,153
------------ ------------
TOTAL GENERAL & administrative expenses 89,076 84,154
------------ ------------
Net loss from operations (89,076) (84,154)
OTHER REVENUES AND EXPENSES:
Interest income 0 10
------------ ------------
Net income (loss) before provision for income taxes (89,076) (84,144)
Provision for income taxes 0 0
------------ ------------
NET INCOME (LOSS) $ (89,076) $ (84,144)
============ ============
BASIC & fully diluted net income (loss) per common share:
Net income (loss) per share before extraordinary item $ (0.01) $ 0.00
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING:
Basic 14,415,729 18,948,966
Fully diluted 14,415,729 18,948,966
See the notes to the financial statements.
5
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Quarters Ended April 30, 2013 and April 30, 2012
30-Apr-13 30-Apr-12
------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ (89,076) $ (84,144)
Adjustments to reconcile net income (loss) items not requiring
the use of cash:
Amortization 147 150
Depreciation 142 143
Changes in other operating assets and liabilities :
Accounts payable & accrued expenses 42,000 (478,617)
------------ ------------
NET CASH USED BY OPERATIONS (46,787) (562,468)
INVESTING ACTIVITIES:
Investment in FX Direct Dealer 5,000 0
Proceeds from note receivable 0 956,218
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 5,000 956,218
FINANCING ACTIVITIES:
Advances received (paid) shareholders 0 0
------------ ------------
NET CASH USED BY FINANCING ACTIVITIES 0 0
------------ ------------
Net increase (decrease) in cash during the year (41,787) 393,750
Cash balance at beginning of the year 1,342,513 1,185,519
------------ ------------
CASH BALANCE AT APRIL 30TH $ 1,300,726 $ 1,579,269
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 0 $ 0
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity
From January 31, 2012 to April 30, 2013
Common Common Preferred Preferred Paid in Accumulated
Shares Par Value Shares Value Capital Deficit Total
------ --------- ------ ----- ------- ------- -----
Balance at January 31, 2012 18,948,966 $ 1,895 2,372,036 $ 6,097,355 $32,823,815 $(37,374,794) $ 1,548,271
Shares retired (4,533,237) (453) (2,186,375) (5,611,370) 5,611,823 0
Net loss (453,222) (453,222)
---------- ------- ---------- ----------- ----------- ------------ -----------
Balance at January 31, 2013 14,415,729 1,442 185,661 485,985 38,435,638 (37,828,016) 1,095,049
---------- ------- ---------- ----------- ----------- ------------ -----------
Net loss (89,076) (89,076)
---------- ------- ---------- ----------- ----------- ------------ -----------
Balance at April 30, 2013 14,415,729 $ 1,442 185,661 $ 485,985 $ 38,435,638 $(37,917,092) $ 1,005,973
========== ======= ========== =========== =========== ============ ===========
See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Quarters Ended April 30, 2013 and April 30, 2012
1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES
Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. In January 2001, the Company purchased 100% of the
issued and outstanding shares of FX3000, Inc., a Delaware corporation, which
owned the rights to the FX3000, a spot foreign currency trading software
platform. The FX3000 software program was a real time quote and money management
platform used by independent spot foreign currency traders.
In March 2002, the Company sold the FX3000 software program, for a 25% interest
in a joint venture with Tradition NA, a subsidiary of Compagnie Financiere
Tradition, a publicly held Swiss corporation. The Company and Tradition formed
FX Direct Dealer LLC (FXDD), a Delaware company that marketed the FX3000
software to independent foreign currency traders.
In March 2009, the Company sold its 25% interest in the joint venture to FXDD
for $26 million.
In June 2010, the United States District Court of the Southern District of New
York granted an asset freeze to the Securities and Exchange Commission (SEC)
freezing most of the Company's assets. The asset freeze was granted based upon
allegations by the SEC that the Company had raised approximately $15 million
from 2001 to 2002 by improperly selling shares of its common stock. The SEC
action sought disgorgement of all Company profits earned from the sale of the
FXDD interest.
In October 2010, the Company reached an agreement with the SEC to settle the
action in its entirety, which received the final approval of the SEC on December
30, 2010. Under the settlement agreement, the Company consented to a judgment in
the total amount of $19,186,536, of which $14,883,400 was paid in January 2011.
The balance was payable in nine monthly installments ending in October 2011. The
funds collected by this judgment were to be distributed to the investors who
participated in the unregistered offerings pursuant to a Plan of Distribution
approved by the United States District Court for the Southern District of New
York in March 2011. During fiscal year 2013, the funds collected by the judgment
were distributed to these shareholders and the Company retired 4,533,237 common
shares. In addition, 711,916 preferred A shares and 1,474,459 preferred B shares
were retired during fiscal year 2013. All the common and preferred shareholders
that participated in the S.E.C. settlement have been paid in full as of January
31, 2013.
Effective as of July 20, 2009, the Company entered into an Asset Purchase
Agreement with Dan Khasis, LLC ("Seller"), pursuant to which the Company
acquired all of the rights to Seller's website "Moveidiot.com" and the related
software for a purchase price of $57,000 plus the issuance to Seller of 25,000
restricted shares of Common Stock.
8
MoveIdiot.com was designed to enable individuals and businesses to keep track of
their property on-line. The software program enables users to manage their
possessions on-line and print automatically generated labels that are sealable
to be used in the event of moving from one location to another. The Company had
not received any revenues from MoveIdiot.com through the date of this report. At
present, the MoveIdiot.com website is not in operation and the Company is
evaluating whether or not to continue the development of this website.
USE OF ESTIMATES- The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make reasonable estimates and assumptions that affect the reported amounts of
the assets and liabilities and disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses at the date of the financial
statements and for the period they include. Actual results may differ from these
estimates.
CASH- For the purpose of calculating changes in cash flows, cash includes all
cash balances and highly liquid short-term investments with an original maturity
of three months or less.
FIXED ASSETS- Office equipment is stated at cost. Depreciation expense is
computed using the straight-line method over the estimated useful life of the
asset, which managements estimates to be three years.
LONG LIVED ASSETS- The Company reviews for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.
INCOME TAXES- The Company accounts for income taxes in accordance with generally
accepted accounting principles which require an asset and liability approach to
financial accounting and reporting for income taxes. Deferred income tax assets
and liabilities are computed annually for differences between financial
statement and income tax bases of assets and liabilities that will result in
taxable income or deductible expenses in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets and liabilities to the amount expected to be
realized. Income tax expense is the tax payable or refundable for the period
adjusted for the change during the period in deferred tax assets and
liabilities.
The Company follows the accounting requirements associated with uncertainty in
income taxes using the provisions of Financial Accounting Standards Board (FASB)
ASC 740, INCOME TAXES. Using that guidance, tax positions initially need to be
recognized in the financial statements when it is more likely than not the
positions will be sustained upon examination by the tax authorities. It also
provides guidance for derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. As of April 30, 2013
and April 30, 2012, the Company has no uncertain tax positions that qualify for
either recognition or disclosure in the financial statements. All tax returns
from fiscal years 2009 to 2012 are subject to IRS audit.
Immie
12 years ago
Thursday, April 26 2012 6:23 AM, EST Emulex Announces Third Fiscal Quarter 2012 Results; Net Revenues Grow 12% and Non-GAAP Net Income Grows 98% Year-Over-Year M2 Communications "M2 PressWIRE"
COSTA MESA, Calif. , -- Emulex Corporation (NYSE:ELX) today announced results for its third quarter of fiscal 2012, which ended on April 1, 2012 .
Third Quarter Financial Highlights Net revenues of $125.7 million , an increase of 12% year-over-year Net revenues for our 10Gb Ethernet products more than doubled year-over-year, exceeding 20% of net revenues, compared to 15% in the prior quarter and 12% in Q3 of fiscal 2011 Network Connectivity Products (NCP) net revenues of $91.1 million , or 73% of net revenues, an increase of 9% year-over-year Storage Connectivity Products (SCP) net revenues of $27.9 million , or 22% of net revenues, an increase of 33% year-over-year Advanced Technology and Other Products (ATP) net revenues of $6.8 million , or 5% of net revenues, a decrease of 6% year-over-year GAAP gross margins of 59% and non-GAAP gross margins of 64% GAAP operating income of $8.1 million , or 6% of total net revenues, and non-GAAP operating income of $21.4 million , or 17% of total net revenues GAAP net income of $8.7 million and non-GAAP net income of $18.5 million GAAP diluted earnings per share of $0.10 and non-GAAP diluted earnings per share of $0.21 Cash, cash equivalents and investments at the end of the quarter of $201.5 million
Third Quarter Business Highlights OneCommand Vision 2.0 named one of the 2011 Products of the Year in the Storage Management Tools category by the editors of TechTarget's Storage Media Group . The award selection was based on innovation, performance, ease of integration into existing environments, ease of use, and manageability Announced OneCommand Vision supports the new Microsoft System Center 2012, enabling a common toolset to manage private and public cloud application and services in a single-pane-of-glass Emulex Connect Partner Program named to CRN's 2012 Partner Programs Guide for excellence in its overall channel program and awarded a 5- Star Partner rating John Alfieri , Emulex vice president, Americas channel sales, honored as one of CRN's 2012 Channel Chiefs
Financial Results
In the third quarter, total net revenues increased 12% from the comparable quarter of last year, reaching $125.7 million . Third quarter net income on a GAAP basis was $8.7 million , or $0.10 per diluted share, compared to a GAAP net loss of $18.3 million , or $0.21 per share, in Q3 of fiscal 2011. Non-GAAP net income for the third quarter was $18.5 million , or $0.21 per diluted share, representing a 98% increase from $9.4 million in the comparable quarter of the prior fiscal year.
For the first nine months of fiscal 2012, total net revenues of $372.8 million represent an increase of 13% over the comparable period of the prior year. GAAP net income for the period was $16.5 million , compared to a GAAP loss of $67.9 million for the first nine months of fiscal 2011. Non-GAAP net income increased 62% to a total of $53.0 million compared to $32.6 million for the first nine months of fiscal 2011. Reconciliations between GAAP and non-GAAP results are included in the accompanying financial data.
CEO Jim McCluney commented, "I'm particularly pleased with the strength of our results in light of the seasonal weakness that is typically associated with our third fiscal quarter. The continuing expansion of our core markets drove year-over-year revenue growth in excess of 10% for the fifth consecutive quarter, and once again exceeded the high end of our guidance," continued McCluney.
"We look forward to a strong finish to the fiscal year and are optimistic that we will be able to show double digit year-over-year revenue growth for the second consecutive year, and have the opportunity to surpass the half billion dollar annual revenue mark for the first time," McCluney concluded.
Business Outlook
Although actual results may vary depending on a variety of factors, many of which are outside the Company's control, including uncertainty related to the macro IT spending environment, the timing of new server launches by our customers, and the results and related costs of ongoing patent litigation, Emulex is providing guidance for its fourth fiscal quarter ending July 1, 2012 . For the fourth quarter of fiscal 2012, Emulex is forecasting total net revenues in the range of $126-$130 million . The Company expects non-GAAP earnings per diluted share of $0.21-$0.23 in the fourth quarter. On a GAAP basis, Emulex expects earnings per diluted share could amount to $0.09-$0.11 in the fourth quarter. GAAP estimates for the fourth quarter reflect approximately $0.12 per diluted share in expected charges arising primarily from amortization of intangibles, stock-based compensation and the royalties and mitigation expenses associated with the Broadcom patent litigation.
About Emulex
Emulex , the leader in converged networking solutions, provides enterprise-class connectivity for servers, networks and storage devices within the data center. The Company's product portfolio of Fibre Channel host bus adapters, network interface cards, converged network adapters, controllers, embedded bridges and switches, and connectivity management software are proven, tested and trusted by the world's largest and most demanding IT environments. Emulex solutions are used and offered by the industry's leading server and storage OEMs including, Cisco , Dell , EMC , Fujitsu , Groupe Bull, Hitachi , Hitachi Data Systems , HP, Huawei , IBM, Intel , NEC, NetApp , Oracle , Unisys and Xyratex . Emulex is headquartered in Costa Mesa, Calif. , and has offices and research facilities in North America , Asia and Europe . Emulex is listed on the New York Stock Exchange (NYSE:ELX). News releases and other information about Emulex is available at www.Emulex.com.
Note Regarding Non-GAAP Financial Information
To supplement the condensed consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), we have included the following non-GAAP financial measures in this press release or in the webcast to discuss our financial results for the third fiscal quarter which may be accessed via our website at www.emulex.com: (i) non-GAAP gross margin, (ii) non-GAAP operating expenses, (iii) non-GAAP operating income, (iv) non-GAAP net income, and (v) non-GAAP diluted earnings per share. These non-GAAP financial measures exclude certain expenses and reflect an additional way of viewing aspects of our operations that, when viewed with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our results of operations and the factors and trends affecting our business. However, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. We use our non-GAAP financial measures internally to better understand and evaluate our business, prepare annual budgets, and in measuring performance for some forms of compensation.
Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:
Stock-based compensation . Although stock-based compensation represents an important part of incentive compensation offered to our key employees, we believe that exclusion of the impact of stock-based compensation assists management and investors in evaluating the period over period performance of our business operations and in comparing our performance with those of our competitors. Stock-based compensation expense will recur in future periods.
Amortization of intangibles . Amortization of intangibles generally represents costs incurred by an acquired company or other third party to build value prior to our acquisition of the intangible assets. As such, it is effectively part of the transaction costs of the acquisition rather than ongoing costs of operating our core business. As a result, we believe that exclusion of these costs in presenting non-GAAP financial measures provides management and investors a more effective means of evaluating its historical performance and projected costs and the potential for realizing cost efficiencies within our core business. Amortization of intangibles will recur in future periods.
Site closure related expenses . We have recognized expenses related to closure and consolidation of certain facilities. We believe that exclusion of these expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.
Patent damages/sunset period royalties . We have incurred expenses in the form of damages and royalties as a result of a judgment in a patent litigation proceeding. We believe that exclusion of charges related to the Broadcom patent damages and sunset period royalties are useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors, as this amount relates to a judgment in litigation and does not reflect a continuing cost of operating our core business. In this regard, we note that expenses of this type are infrequent in nature.
Additional costs on sell through of inventory acquired in the ServerEngines acquisition . At the time of an acquisition, the inventory of the acquired company is recorded at fair value and subsequently expensed as sold. We believe that the mark-up on acquired inventory does not constitute part of our core business because it generally represents costs incurred by the acquired company prior to acquisition and as such they are effectively part of transaction costs rather than ongoing costs of operating our core business. In this regard, we note that once the acquired inventory is consumed the mark-up will not be replaced with cash costs and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time.
Mitigation expenses related to the Broadcom patents . We have recognized mitigation expenses related to the Broadcom patents. We believe that exclusion of these redesign, requalification and appeal expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.
Impairment of in-process research and development . We believe that the exclusion of charges relating to the impairment of in-process research and development is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that charges of this nature are infrequent and are unrelated to our core business.
Broadcom's unsolicited takeover proposal and related litigation costs . We believe that exclusion of charges related to Broadcom's unsolicited takeover proposal and related litigation costs is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. We believe such costs are generally unrelated to our core business and/or infrequent in nature.
Fair value adjustments on assets . We have recognized a fair value adjustment in connection with a loan made to ServerEngines prior to the acquisition. We believe that exclusion of this adjustment is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that adjustments of this type are infrequent in nature.
Tax impact associated with platform contribution transactions . We believe eliminating the discrete tax impact associated with the Company's recent globalization initiatives, including the platform contribution transactions (PCT) between one of our U.S. entities and a foreign subsidiary to license certain product technology, including the recently acquired ServerEngines technology, is useful to management and investors in evaluating the performance of the Company's ongoing operations on a period-to-period basis and relative to the Company's competitors. In this regard, we note that adjustments of this type are generally infrequent in nature.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above, including, without limitation, those contained in the discussion of "Business Outlook" above, and the reconciliation of forward-looking diluted earnings per share below, contain forward-looking statements that involve risk and uncertainties. We expressly disclaim any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances. We wish to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include intellectual property claims, with or without merit, that could result in costly litigation, cause product shipment delays, require us to indemnify customers, or require us to enter into royalty or licensing agreements, which may or may not be available. Furthermore, we have in the past obtained, and may be required in the future to obtain, licenses of technology owned by other parties. We cannot be certain that the necessary licenses will be available or that they can be obtained on commercially reasonable terms. If we were to fail to obtain such royalty or licensing agreements in a timely manner and on reasonable terms, our business, results of operations and financial condition could be materially adversely affected. Ongoing lawsuits, such as the action brought by Broadcom Corporation ( Broadcom ), present inherent risks, any of which could have a material adverse effect on our business, financial condition, or results of operations. Such potential risks include continuing expenses of litigation, risk of loss of patent rights and/or monetary damages, risk of injunction against the sale of products incorporating the technology in question, counterclaims, attorneys' fees, incremental costs associated with product or component redesigns, and diversion of management's attention from other business matters. With respect to the Broadcom litigation such potential risks also include the availability of an adequate sunset period of time to make design changes, the ability to implement any design changes, the availability of customer resources to complete any re-qualification or re-testing that may be needed, the ability to maintain favorable working relationships with Emulex suppliers of SerDes modules and the ability to obtain a settlement that does not put us at a competitive disadvantage. In addition, the fact that the economy generally, and the technology and storage segments specifically, have been in a state of uncertainty makes it difficult to determine if past experience is a good guide to the future and makes it impossible to determine if markets will grow or shrink in the short term. The current economic downturn and the resulting disruptions in world credit and equity markets that are creating economic uncertainty for our customers and the storage networking market as a whole has and could continue to adversely affect our revenues and results of operations. Furthermore, the effect of any actual or potential unsolicited offers to acquire us may have an adverse effect on our operations. As a result of these uncertainties, we are unable to predict our future results with any accuracy. Other factors affecting these forward-looking statements include, but are not limited to, the following: faster than anticipated decline in the storage networking market; slower than expected growth of the storage networking market or the failure of our Original Equipment Manufacturer (OEM) customers to successfully incorporate our products into their systems; our dependence on a limited number of customers and the effects of the loss of, decrease in or delays of orders by any such customers, or the failure of such customers to make timely payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of our products or our OEM customers' new or enhanced products; costs associated with entry into new areas of the storage technology market; the variability in the level of our backlog and the variable and seasonal procurement patterns of our customers; any inadequacy of our intellectual property protection and the costs of actual or potential third-party claims of infringement and any related indemnity obligations or adverse judgments; impairment charges, including but not limited to goodwill and intangible assets; changes in tax rates or legislation; the effects of acquisitions; the effects of terrorist activities; natural disasters, such as the earthquake and resulting tsunami off the coast of Japan in March 2011 and the significant flooding in various parts of Thailand in October 2011 , and any resulting disruption in our supply chain or customer purchasing patterns or any other resulting economic or political instability; the highly competitive nature of the markets for our products as well as pricing pressures that may result from such competitive conditions; the effects of changes in our business model to separately charge for software; the effect of rapid migration of customers towards newer, lower cost product platforms; possible transitions from board or box level to application specific integrated circuit (ASIC) solutions for selected applications; a shift in unit product mix from higher-end to lower-end or mezzanine card products; a faster than anticipated decrease in the average unit selling prices or an increase in the manufactured cost of our products; delays in product development; our reliance on third-party suppliers and subcontractors for components and assembly; our ability to attract and retain key technical personnel; our ability to benefit from research and development activities; our dependence on international sales and internationally produced products; changes in accounting standards; and the potential effects of global warming and any resulting regulatory changes on our business. These and other factors could cause actual results to differ materially from those in the forward-looking statements and are discussed in our filings with the Securities and Exchange Commission , including our recent filings on Forms 10-K and 10-Q, under the caption "Risk Factors."
This news release refers to various products and companies by their trade names. In most, if not all, cases these designations are claimed as trademarks or registered trademarks by their respective companies.
Investor Contact : Frank Yoshino , Vice President, Finance 714 885-3697
Press Contact: Katherine Lane , Director, Corporate Communications, +1 714-885-3828
(( M2 Communications disclaims all liability for information provided within M2 PressWIRE. Data supplied by named party/parties. Further information on M2 PressWIRE can be obtained at http://www.presswire.net on the world wide web. Inquiries to info@m2.com)).
10 bagger
14 years ago
AVGG.. The final settlement .. Looks like we have shell with $0.25 a share in cash in it.. Bought 30,000 @0.039 just incase..hank
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 13, 2011
ADVANCED TECHNOLOGIES GROUP, LTD.
(Exact name of registrant as specified in its charter)
Nevada 0-30987 80-0987213
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
331 Newman Springs Rd., Bld. 1, 4 Fl. Suite 143
Red Bank, NJ 07701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732-784-2801)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER MATTERS
On June 23, 2010, the Securities and Exchange Commission filed a civil
enforcement action against Advanced Technologies Group, Ltd. ("ATG"), and its
officers Alexander Stelmak and Abelis Raskas in the United States District Court
for the Southern District of New York ("the Court"). The Commission's Complaint
alleged that between 1997 and 2006 the defendants raised $14,741,760.76 from
investors through a series of illegal unregistered offerings of the securities
of ATG and its predecessor companies, Oxford Global Network, Ltd., and Luxury
Lounge, Inc. The Commission alleged that, in connection with these offerings,
the defendants violated the securities registration requirements of Sections
5(a) and 5(c) of the Securities Act of 1933 ("Securities Act").
The Commission sought disgorgement of all alleged ill-gotten gains, plus
prejudgment interest thereon, for a total of $24,990,124 as well as additional
relief. ATG, Stelmak and Raskas each served Answers to the Complaint in which
they denied liability and asserted affirmative defenses.
In October 2010, the defendants reached an agreement in principle with the
Commission to settle (the "Settlement") the action in its entirety, which
received the final approval of the Commission on December 30, 2010. On January
13, 2010, the Court issued an Order setting a schedule to effectuate the
settlement and approve a Plan of Distribution, to be submitted on or before
March 15, 2011. The Court also entered, as part of the Settlement, final
judgments and consents for ATG, and the individual defendants.
Under the Settlement, defendants consented to judgment in the total amount
of $19,186,536.32, of which approximately $14.8 million will be payable within
14 days following entry of the judgment and the balance will be due in nine
monthly installments following the entry of judgment. Such funds are to be
distributed to investors who participated in the unregistered offerings at issue
pursuant to a Plan of Distribution that must be filed by the Commission with the
Court by March 15, 2011 and will be subject to the Court's approval. The
Commission has agreed that the Plan of Distribution will require the surrender
and cancellation of shares of any investor who participates in the settlement.
ATG has agreed to pay $500,000 to satisfy the costs of the administration of the
Plan.
ATG and Stelmak consented to judgment against them in the full amount of
$19,186,536.32, and have agreed to certain prohibitions, including for Stelmak
and ATG, a permanent injunction against future violations of Section 5(a) and
5(c) of the Securities Act, and for Stelmak a five year ban from participating
in any offering of penny stock. Stelmak and ATG also have accepted civil
penalties of $6,500 and $65,000, respectively. Raskas, for his part, consented
to judgment of $4,749,948.03 of the total $19,186,536.32 judgment at issue. As
no penalties or restrictions were sought against Raskas, none are contained in
his proposed judgment.
The Commission has agreed that all settlement funds (except the civil
penalty for Stelmak) will be paid by ATG, with Raskas (only to the limited
extent of his liability) and Stelmak responsible for any shortfall.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED TECHNOLOGIES GROUP, LTD.
By: /s/ Alex Stelmak
---------------------------------------
Name: Alex Stelmak
Title: Chief Executive Officer
Date: January 26, 2011
10 bagger
14 years ago
AVGG.. $0.18.. One cheap shell..
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited consolidated financial statements have been prepared by
Advanced Technologies Group, Ltd. (the "Company" or "ATG") pursuant to the rules
and regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principals have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Company's
management, the consolidated financial statements include all adjustments
(consisting only of adjustments of a normal, recurring nature) necessary to
present fairly the financial information set forth herein.
3
Advanced Technologies Group, Ltd.
Consolidated Balance Sheets
As of April 30, 2010 and January 31, 2009
Unaudited
30-Apr-10 31-Jan-10
------------ ------------
ASSETS
Current assets:
Cash & cash equivalents $ 1,173,352 $ 2,747,762
Short term investments 8,827,218 6,220,498
Subordinated note receivable 5,666,667 5,666,667
Deferred tax asset 4,109 0
Prepaid income tax 302,667 471,742
------------ ------------
Total current assets 15,974,013 15,106,669
Other assets:
Subordinated note receivable- non current portion 5,194,445 6,611,111
Investment in FX Direct Dealer 5,000 5,000
Trademark- net 6,512 6,660
Fixed assets- net 2,279 2,420
------------ ------------
Total assets $ 21,182,249 $ 21,731,860
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable & accrued expenses $ 96,848 $ 88,081
Income taxes payable 0 156,576
------------ ------------
Total current liabilities 96,848 244,657
Deferred income taxes payable 4,956,286 5,346,422
Shareholder advance payable 9,872 9,872
------------ ------------
Total liabilities 5,063,006 5,600,951
Shareholders' equity:
Series A preferred stock, one share convertible to one share of common;
non-participating, authorized 1,000,000 shares at
stated value of $3 per share, issued and outstanding 762,081 shares 1,712,601 1,712,601
Series B preferred stock, one share convertible to one share of common;
non-participating, authorized 7,000,000 shares at
stated value of $3 per share, issued and outstanding 1,609,955 shares 4,384,754 4,384,754
Common stock - $.0001 par value, authorized 100,000,000 shares,
issued and outstanding, 18,486,535 shares at January 31, 2010 and
18,486,535 at March 31, 2010 1,849 1,849
Additional paid in capital 32,715,950 32,715,950
Accumulated deficit (22,695,911) (22,684,245)
------------ ------------
Total shareholders' equity 16,119,243 16,130,909
------------ ------------
Total Liabilities & Shareholders' Equity $ 21,182,249 $ 21,731,860
============ ============
See the notes to the financial statements.
4
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Quarters Ended April 30, 2010 and April 30, 2009
Unaudited
30-Apr-10 30-Apr-09
------------ ------------
General and administrative expenses:
Salaries and benefits $ 143,481 $ 65,639
Consulting 95,450 58,651
General administration 180,191 292,617
------------ ------------
Total general & administrative expenses 419,122 416,907
------------ ------------
Net loss from operations (419,122) (416,907)
Other revenues and expenses:
Interest income 296,627 151,646
Gain on sale of FXDD interest 0 23,597,942
Gain on short term investments 106,720 0
------------ ------------
Net income (loss) before provision for income taxes (15,775) 23,332,681
Provision for income taxes 4,109 (6,442,239)
------------ ------------
Net income (loss) $ (11,666) $ 16,890,442
============ ============
Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share $ (0.00) $ 0.93
Fully diluted income (loss) per share $ (0.00) $ 0.82
Weighted average of common shares outstanding:
Basic 18,486,535 18,268,104
Fully diluted 18,486,535 20,640,140
See the notes to the financial statements.
5
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Quarters Ended April 30, 2010 and April 30, 2009
Unaudited
30-Apr-10 30-Apr-09
------------ ------------
Operating Activities:
Net income (loss) $ (11,666) $ 16,890,442
Adjustments to reconcile net income (loss) items
not requiring the use of cash:
Amortization 148 301
Depreciation 141 46
Gain on sale of FXDD interest 0 (23,597,942)
Changes in other operating assets and liabilities:
Accounts payable & accrued expenses 8,767 (3,302,862)
Deferred tax asset (4,109) 0
Prepaid income tax 169,075 0
Income taxes payable (156,576) 833,043
Deferred income taxes payable (390,136) 5,063,135
------------ ------------
Net cash used by operations (384,356) (4,113,837)
Investing activities:
Purchase of office equipment 0 (2,906)
Investment in short term marketable securities (2,606,720) 0
Proceeds from note receivable 1,416,666 627,925
Proceeds from sale of FXDD investment 0 9,000,000
------------ ------------
Net cash provided (used) by investing activities (1,190,054) 9,625,019
Financing Activities:
Advances received (paid) shareholders 0 (38,551)
------------ ------------
Net cash provided (used) by financing activities 0 (38,551)
------------ ------------
Net increase in cash during the year (1,574,410) 5,472,631
Cash balance at January 31st 2,747,762 134,918
------------ ------------
Cash balance at April 30th $ 1,173,352 $ 5,607,549
============ ============
Supplemental disclosures of cash flow information:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 186,427 $ 390,358
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
For the Quarters Ended April 30, 2010 and April 30, 2009
Common Common Preferred Preferred Paid in Accumulated
Shares Par Value Shares Value Capital Deficit Total
------ --------- ------ ----- ------- ------- -----
Balance at January 31, 2010 18,486,535 $1,849 2,372,036 $6,097,355 $32,715,950 $(22,684,245) $16,130,909
Net loss for the period (11,666) (11,666)
----------- ------ ---------- ---------- ----------- ------------ -----------
Balance at April 30, 2010 18,486,535 $1,849 2,372,036 $6,097,355 $32,715,950 $(22,695,911) $16,119,243
=========== ====== ========== ========== =========== ============ ===========
Balance at January 31, 2009 18,268,104 $1,827 2,372,036 $6,097,355 $32,664,364 $(39,713,122) $ (949,576)
Net income for the period 16,890,442 16,890,442
----------- ------ ---------- ---------- ----------- ------------ -----------
Balance at April 30, 2009 18,268,104 $1,827 2,372,036 $6,097,355 $32,664,364 $(22,822,680) $15,940,866
=========== ====== ========== ========== =========== ============ ===========
See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Quarters Ended April 30, 2010 and April 30, 2009
1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES
Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. In January 2001, the Company purchased 100% of the
issued and outstanding shares of FX3000, Inc., a Delaware corporation, which
owned the rights to the FX3000 currency trading software platform. The FX3000
software program is a financial real time quote and money management platform
used by independent foreign currency traders.
In March 2002, the Company sold the FX3000 software program, for a 25% interest
in a joint venture with Tradition NA, a subsidiary of Compagnie Financiere
Tradition, a publicly held Swiss corporation. The Company and Tradition formed
FX Direct Dealer LLC (FXDD), a Delaware company that marketed the FX3000
software to independent foreign currency traders.
In March 2009, the Company sold its 25% interest in the joint venture to FXDD
for $26 million.
The Company's principal current business activity is the development of the
MoveIdiot.com website, which the Company acquired in July 2009. In addition, the
Company has been seeking to acquire and/or develop other new technologies and
business opportunities and will also consider investing in commercial real
estate opportunities.
USE OF ESTIMATES- The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make reasonable estimates and assumptions that affect the reported amounts of
the assets and liabilities and disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses at the date of the financial
statements and for the period they include. Actual results may differ from these
estimates.
CASH AND CASH EQUIVALENTS- For the purpose of calculating changes in cash flows,
cash includes all cash balances and highly liquid short-term investments with an
original maturity of three months or less.
SHORT TERM INVESTMENTS- Short term investments include investments in a
municipal bond fund. The investments are stated at market fair value at April
30, 2010 and April 30, 2009.
8
BAD DEBT EXPENSE- The Company provides, through charges to income, a charge for
bad debt expense, which is based upon management's evaluation of numerous
factors in regards to the account receivable. These factors include economic
conditions, the paying performance of the account receivable, and an analysis of
the credit worthiness of the payee.
SUBORDINATED NOTE RECEIVABLE- The subordinated loan receivable from FXDD results
from the sale of the Company's interest in the joint venture. The estimated fair
value of the subordinated loan receivable from FXDD is based upon the
discounting of the future cash flows from the asset using a risk adjusted
lending rate form loans of similar in risk and duration. At April 30, 2010, the
fair value of the subordinated loan receivable was $12,025,000.
FAIR VALUE MEASUREMENT: Effective January 1, 2008, the Company adopted FASB ASC
820 (formerly Statement of Financial Accounting Standard No. 157, FAIR VALUE
MEASUREMENT), issued by the FASB. ASC 820 defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and sets out a
fair value hierarchy. The fair value hierarchy gives the highest priority to
quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). Inputs are broadly
defined under ASC 820 as assumptions market participants would use in pricing an
asset or liability. The three levels of the fair value hierarchy under ASC 820
are described below:
* Level I--Quoted prices are available in active markets for identical
investments as of the reporting date. The type of investments in Level
I include listed equities and listed derivatives.
* Level II--Pricing inputs are other than quoted prices in active
markets, which are either directly or indirectly observable as of the
reporting date, and fair value is determined through the use of models
or other valuation methodologies. Investments which are generally
included in this category include corporate bonds and loans, less
liquid and restricted equity securities and certain over-the-counter
derivatives.
* Level III--Pricing inputs are unobservable for the investment and
includes situations where there is little, if any, market activity for
the investment. The inputs into the determination of fair value
require significant management judgment or estimation. Investments
that are included in this category generally include general and
limited partnership interests in corporate private equity and real
estate funds, funds of hedge funds, distressed debt and non-investment
grade residual interests in securitizations and collateralized debt
obligations.
9
FIXED ASSETS- Office and computer equipment are stated at cost. Depreciation
expense is computed using the straight-line method over the estimated useful
life of the asset. The following is a summary of the estimated useful lives used
in computing depreciation expense:
Furniture & lease improvements 7 years
Office equipment 3 years
Computer hardware 3 years
Software 3 years
Expenditures for major repairs and renewals that extend the useful life of the
asset are capitalized. Minor repair expenditures are charged to expense as
incurred.
LONG LIVED ASSETS- The Company reviews for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.
INCOME TAXES- The Company accounts for income taxes in accordance with generally
accepted accounting principles which requires an asset and liability approach to
financial accounting and reporting for income taxes. Deferred income tax assets
and liabilities are computed annually for differences between financial
statement and income tax bases of assets and liabilities that will result in
taxable income or deductible expenses in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets and liabilities to the amount expected to be
realized. Income tax expense is the tax payable or refundable for the period
adjusted for the change during the period in deferred tax assets and
liabilities.
The Company follows the accounting requirements associated with uncertainty in
income taxes using the provisions of Financial Accounting Standards Board (FASB)
ASC 740, INCOME TAXES. Using that guidance, tax positions initially need to be
recognized in the financial statements when it is more likely than not the
positions will be sustained upon examination by the tax authorities. It also
provides guidance for derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. As of April 30, 2010,
the Company has no uncertain tax positions that qualify for either recognition
or disclosure in the financial statements. All tax returns from fiscal years
2006 to 2009 are subject to IRS audit.
10
2. NET INCOME (LOSS) PER SHARE
Basic net loss per share has been computed based on the weighted average of
common shares outstanding during the years. Diluted net loss per share gives the
effect of outstanding preferred stock which is convertible into common stock.
The effect of the convertible preferred stock has been excluded from the April
30, 2010 calculation of earnings per share since their inclusion would be
anti-dilutive. The calculation for net income (loss) per share is as follows.
30-Apr-10 30-Apr-09
----------- -----------
Net income (loss) $ (11,666) $16,890,442
=========== ===========
Basic shares outstanding (weighted average) 18,486,535 18,268,104
Preferred stock convertible into common shares 0 2,372,036
----------- -----------
Fully diluted shares outstanding (weighted average) 20,858,571 20,640,140
=========== ===========
Basic income (loss) per share $ (0.00) $ 0.93
Fully diluted income (loss) per share $ (0.00) $ 0.82
3. PREFERRED STOCK
CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3 per
share. Holders of the Class A preferred stock are entitled to receive a common
stock dividend of 13% of the outstanding Class A shares on an annual basis based
on a value of $3 per share. The Class A preferred stock is convertible into
common stock at a conversion ratio of one preferred share for one common share.
CLASS B PREFERRED STOCK: Class B preferred stock has a stated value of $3 per
share. Holders of the Class B preferred stock are entitled to receive a common
stock dividend of 6% of the outstanding Class B shares on an annual basis based
on a value of $3 per share. The Class B preferred stock is convertible into
common stock at a conversion ratio of one preferred share for one common share.
11
4. INCOME TAXES
Provision for income taxes is comprised of the following:
30-Apr-10 30-Apr-09
----------- -----------
Net income (loss) before provision for income taxes $ (15,775) $23,332,681
=========== ===========
Current tax expense:
Federal $ 0 $ 838,112
State 0 257,705
----------- -----------
Total 0 1,095,817
Less deferred tax asset (4,109) 0
Add deferred tax payable (benefit):
Long term capital gain (installment payable over 3 years) 0 5,346,422
----------- -----------
Provision for income taxes $ (4,109) $ 6,442,239
=========== ===========
A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:
Statutory U.S. federal rate 34% 15%
Statutory state and local income tax 13% 13%
----------- -----------
Effective rate 47% 28%
=========== ===========
Deferred tax asset:
Loss carry-forward expiring in 2030 $ 4,109 $ 0
=========== ===========
For financial statement purposes, the gain on the sale of the FXDD interest is
included in fiscal year 2010. For tax return purposes, the gain on the FXDD sale
is being recorded as an installment sale and therefore the tax liability on the
gain is recognized as the proceeds from the sale over the next three years is
recognized.
10 bagger
14 years ago
AVGG.. $0.20
STATEMENT OF OPERATIONS DATA:
31 Jan-10 31-Jan-09
------------ ------------
General and administrative expenses:
Salaries and benefits $ 569,886 $ 515,398
Consulting 136,200 30,513
General administration 1,046,673 277,577
------------ ------------
Total general and administrative expenses 1,752,759 823,488
------------ ------------
Net loss from operations $ (1,752,759) $ (823,488)
------------ ------------
Other revenues and expenses:
Interest income 1,291,979 71
Gain on sale FX Direct Direct 23,597,942 0
Gain on short term investments 220,498 0
Consulting fees 0 254,451
Sub-lease income 0 30,892
------------ ------------
Net income (loss) before provision for income taxes $ 23,357,660 $ (538,074)
Provision for income taxes (6,280,425) 0
------------ ------------
Net income (loss) $ 17,077,235 $ (538,074)
============ ============
Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share $ 0.93 $ (0.03)
Fully diluted income (loss) per share $ 0.83 $ (0.03)
Weighted average of common shares outstanding:
Basic 18,285,166 18,268,104
Fully diluted 20,657,202 18,268,104
BALANCE SHEET DATA
As at January 31,
2010 2009
------------ ------------
Total assets $ 21,731,860 $ 2,549,394
Total liabilities $ 5,600,951 $ 3,498,970
------------ ------------
Stockholders' equity (deficit) $ 16,130,909 $ (949,576)
============ ============
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
BACKGROUND
The Company was incorporated in the State of Nevada in February 2000. In
January 2001, the Company purchased 100% of the issued and outstanding shares of
FX3000, Inc. (formerly Oxford Global Network, Ltd.), a Delaware corporation, the
designer of the FX3000 currency trading software platform. The FX3000 software
program is a financial real time quote and money management platform for use by
independent foreign currency traders.
In March 2002, the Company transferred its FX3000 software program to FX
Direct Dealer, LLC ("FX Direct") a joint venture company that markets the FX3000
software program. The Company received a 25% interest in the joint venture in
return for the transfer. On January 26, 2009, the Company entered into a
purchase and sale agreement (the "Purchase Agreement"), pursuant to which the
Company agreed to sell (the "Sale") its approximate 25% membership interest (the
"Membership Interest") in FX Direct to FX Direct. The Agreement provided that it
was effective as of December 31, 2008, as a result of which the Company was not
entitled to receive any allocations of profit, loss or distributions from FX on
account of its Membership Interest after such date. On March 17, 2009, the
Company completed the Sale of the Membership Interest to FX Direct.
The aggregate purchase price of the Membership Interest was approximately
$26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and
the remaining $17,000,000 (of which approximately $4.7 million had been paid as
of January 31, 2010) is payable in 36 equal monthly installments of $472,222.22,
bearing interest at the rate of 10% per annum and evidenced by a subordinated
promissory note that was issued pursuant to a Cash Subordinated Loan Agreement
("Loan Agreement").
The Company intends to seek to acquire and/or develop new technologies and
other business opportunities. In this regard, effective as of July 20, 2009, the
Company entered into an Asset Purchase Agreement with Dan Khasis, LLC
("Seller"), pursuant to which the Company acquired all of the rights to Seller's
website "moveidiot.com" and the related software for a purchase price of $57,000
plus the issuance to Seller of 25,000 restricted shares of Common Stock. In
addition, Seller may receive up to an additional 50,000 restricted shares of
Common Stock if certain membership goals for the moveidiot.com website are met
in the 12 months following the closing. MoveIdiot.com is an online website which
helps people and businesses expedite their move from place to another. The
Company will also consider investing in commercial real estate ventures.
RESULTS OF OPERATIONS
The Company did not generate any revenues from software maintenance in the
fiscal year ended January 31, 2010 ("Fiscal 2010") or the fiscal year ended
January 31, 2009 ("Fiscal 2009"), as the Company's software servicing and
maintenance services for FX Direct were terminated in fiscal 2008 (which ended
as of January 31, 2008) and there were no revenues generated by the Company from
its other software products during either of these periods.
20
General and administrative expenses in Fiscal 2010 increased to $1,752,759,
as compared to $823,488, in Fiscal 2009, primarily as a result of an increase in
professional fees in connection with closing the sale of its interest in FX
Direct and in responding to a previously disclosed SEC investigation, increased
consulting expenses in connection with a review of the Company's existing
PromotionStat and Cyberfence products and services as well as in connection with
management's evaluation of potential new investments and increased compensation
expenses.
Other revenues and expenses in Fiscal 2010, included a gain on the sale of
the Company's interest in FX Direct of $23,597,942, interest income of
$1,291,979 related to its cash balances and note receivable from FX Direct and a
gain of $220,498 on short term investments. Other revenues and expenses in
fiscal 2009 included consulting fees of $254,451 and sublease income of $30,892.
The Company had a provision for income taxes of $6,280,425 in Fiscal 2010
primarily related to the gain on the sale of its interest in FX Direct and no
similar provision in Fiscal 2009.
As a result of the foregoing, the Company had net income of $17,077,235 in
Fiscal 2010 as compared to a net loss of ($538,074) in Fiscal 2009.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2010, the Company had cash and short term investments on
hand of $8,968,260 as compared with cash of $134,918 at January 31, 2009.
On March 17, 2009, the Company completed the Sale of its Membership
Interest to FX Direct. The aggregate purchase price of the Membership Interest
was approximately $26,000,000, of which $9,000,000 was paid in cash at the
closing of the Sale and the remaining $17,000,000 (of which approximately $4.7
million had been paid as of January 31, 2010) is payable in 36 equal monthly
installments of $472,222.22, bearing interest at the rate of 10% per annum and
evidenced by a subordinated promissory note that was issued pursuant to a Cash
Subordinated Loan Agreement ("Loan Agreement"). The Loan Agreement provides the
Company with an increased interest rate in the event of late payments by the
Purchaser and with the remedy of liquidation in the event of a default. The
Company also received approximately $250,000 from the Purchaser in full
satisfaction of amounts owed to the Company for providing certain services to
the Purchaser.
The Company intends to retain the proceeds of the Sale for general working
capital purposes and to engage in new business opportunities. The Company
believes that the proceeds of the sale of its interest in FX Direct will be
sufficient to fund its operations during fiscal 2011.
CASH FLOWS
For Fiscal 2010, net cash used in operating activities was $4,790,569 as
compared to net cash provided by operating activities of $23,808 in Fiscal 2009.
The substantial decrease in cash provided by operating activities in the 2010
period resulted from an increase in the loss from operations and a reduction of
accounts payable of $3,362,466 primarily in connection with the payment of
accrued compensation expenses.
21
For Fiscal 2010, net cash provided by investing activities was $7,441,964,
representing proceeds from the sale of the Company's interest in FX Direct and
collections on the related note receivable, offset by the purchase of short-term
investments, as compared to no net cash used in investing activities in Fiscal
2009.
For Fiscal 2010, net cash used in financing activities was ($38,551),
representing repayment of shareholder advances as compared to net cash provided
by financing activities of $43,823 in Fiscal 2009, representing shareholder
advances.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At January 31, 2010, the Company had no outstanding borrowings under loan
facilities.