Note 1
–
Basis of Presentation
These unaudited interim financial statements as of and for the six months ended December 31, 2012 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company
’
s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America and are expressed in US dollars. All adjustments are of a normal recurring nature. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cloud Data Corporation, a company incorporated in the State of Nevada. All inter-company accounts and transactions have been eliminated. The Company
’
s fiscal year end is June 30.
These unaudited interim financial statements should be read in conjunction with the Company
’
s audited financial statements and notes thereto included in the Company
’
s fiscal year end June 30, 2012 Form 10-K report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six-month period ended December 31, 2012 are not necessarily indicative of results for the entire year ending June 30, 2012.
Note 2
–
Nature of Operations and Continuance of Business
Microelectronics Technology Company (the
“
Company
”
) was incorporated in the State of Nevada on May 18, 2005 under the name Admax Resources Inc., which name was changed on February 9, 2007 to China YouTV Corp. and then to Microelectronics Technology Company on August 31, 2009. From May 18, 2005 to August 26, 2011, the Company
’
s business operations were limited to the acquisition and evaluation of mineral claims and the evaluation of an internet media venture in China.
8
On August 26, 2011, the Company entered into a Share Exchange Agreement with Cloud Data Corporation (
“
Cloud Data
”
). Pursuant to the agreement, the Company issued 70,000,000 shares of common stock in exchange for all of the issued and outstanding shares of Cloud Data. The acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope of Accounting Standards Codification (
“
ASC
”
) 805,
Business Combinations.
Under recapitalization accounting, Cloud Data was considered theacquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of Cloud Data since inception on April 11, 2011. As a result of the transaction, the Company
’
s business operations have consisted of online marketing and advertising services since August 26, 2011, to the present.
On November 2, 2011 the President, Edward Manetta, resigned. He was replaced by Brett Everett as President, Secretary, Treasurer and a director.
Note 3 - Summary of Significant Accounting Policies
a)Use of Estimates
The preparation of these financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company
’
s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
b)Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260,
Earnings per Share
which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti dilutive.
c)Comprehensive Loss
ASC 220,
Comprehensive Income
establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2012, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the financial statements.
9
d)Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of six months or less at the time of issuance to be cash equivalents. The Company has no cash equivalents as of December 31, 2012 and June 30, 2012.
e)Financial Instruments
The Company
’
s financial instruments consist principally of cash, amounts receivable, and accounts payable, due to related parties and due to former related party. Pursuant to ASC 820,
Fair Value Measurements and Disclosures,
and ASC 825,
Financial Instruments
the fair value of the Company
’
s cash equivalents is determined based on
“
Level 1
”
inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company
’
s other financial instruments approximate their current fair values because of their nature or respective relatively short maturity dates.
The Company
’
s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company
’
s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
f)Mineral Property Costs
Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
g)Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,
Income Taxes.
The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
h) Foreign Currency Translation
The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740
Foreign Currency Translation Matters
, using the exchange rate prevailing at the balance sheet date. Gains and losses arising
10
on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
i) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,
Compensation
–
Stock Based Compensation
and ASC 505,
Equity Based Payments to Non-Employees
, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company
’
s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company
’
s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
j) Recently Issued Accounting Pronouncements
Comprehensive Income
—
In June 2011, the Financial Accounting Standards Board (
“
FASB
”
) issued new guidance on the presentation of comprehensive income. Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. We do not believe our adoption of the new guidance will have an impact on our consolidated financial position, results of operations or cash flows.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
k)
–
Development Stage Company
–
The Company is considered a development stage company, with no operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ACS 915 requires companies to report their operations, shareholders
’
deficit and cash flows since inception through the date that revenues are generated from
11
management
’
s intended operations, among other things. Management has defined inception as April 11, 2011. Since inception, the Company has incurred an operating loss of $361,808. The Company
’
s working capital has been generated through advances from the principal of the Company and solicitation of subscriptions. Management has provided financial data since April 11, 2011 in the financial statements, as a means to provide readers of the Company
’
s financial information to be able to make informed investment decisions.
l)
–
Basis of Presentation - Going Concern
The Company is in the development stage and has not generated any revenues and has incurred losses of $361,808 since inception April 11, 2011. At December 31, 2012, the Company had $2,381 cash and $515,142 in current liabilities. Further, the Company incurred a loss of $117,519 for the six months ended December 31, 2012. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern.
Note 4
–
Reverse Merger Transaction
Pursuant to a Share Exchange Agreement dated August 26, 2011, the Company agreed to acquire all of the issued and outstanding shares of Cloud Data in exchange for the issuance of 70,000,000 shares of the Company
’
s common stock. The share exchange was treated as a reverse acquisition with Cloud Data deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting, with the former shareholders of Cloud Data controlling approximately 52% of the voting rights after the closing of the transaction. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the continuation of the financial statements of Cloud Data (the accounting acquirer/legal subsidiary) except for its capital structure, and the consolidated financial statements reflect the assets and liabilities of Cloud Data recognized and measured at their carrying value before the combination and the assets and liabilities of the Company (the legal acquiree/legal parent). The equity structure reflects the equity structure of the Company, the legal parent, and the equity structure of Cloud Data, the accounting acquirer, as restated using the exchange ratios established in the share exchange agreement to reflect the number of shares of the legal parent.
The allocation of the purchase price and adjustment to stockholders
’
equity is summarized in the table below:
|
|
|
|
Net book value of the Company
’
s net assets acquired
|
|
Cash
|
$
|
505
|
|
Amounts receivable
|
|
386
|
|
Prepaid expenses
|
|
668
|
|
Mineral claims acquisition costs
|
|
124,912
|
|
Accounts payable
|
|
(47,403
|
)
|
Due to related parties
|
|
(73,734
|
)
|
Due to former related party
|
|
(190,084
|
)
|
Net assets
|
$
|
(184,750
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustment to stockholders
’
equity
|
|
Reduction to additional paid-in capital
|
$
|
(177,858
|
)
|
|
Increase in common stock at par value
|
|
700
|
|
|
Adjustment to accumulated deficit
|
|
(7,592
|
)
|
|
Net asset adjustment to equity
|
$
|
(184,750
|
)
|
|
|
|
|
|
|
Note 5
–
Intangible Asset
On August 25, 2011, the Company acquired the right, title, and interest in software known as Domain Stutter with an estimated fair value of $140,000 in consideration for the issuance of 70,000,000 shares of common stock of the Company. Domain Stutter is a system that can auto-host thousands domains per server and propagate them with unique content.
Note 6
–
Mineral Claims
On April 1, 2009, the Company acquired certain assets of First Light Resources, Inc. (
“
First Light
”
), namely six mineral claims located near Wawa in northern Ontario, Canada. The purchase price for the assets was $114,000, payable in cash and/or Company common stock. No cash was paid to First Light and a total of 55,000 shares of Company common stock were issued to six designated parties of First Light, increasing the issued and outstanding shares of Company
’
s common stock from 30,060 shares to 85,060 shares. The Company also assumed a $10,912 account payable of First Light in connection with this transaction. The total $124,911 purchase consideration in the First Light transaction was allocated to the six mineral claims which represents First Light
’
s represented amount of exploration costs on the properties. Title to the mineral claims is being held in trust, on behalf of the Company, by Dog Lake Exploration Inc. (
“
Dog Lake
”
). Two of the six mineral claims were allowed to lapse in fiscal 2009 and four claims remain in good standing as of December 31, 2012. After completion of the First Light transaction both Dog Lake and First Light are considered related parties with the Company due to significant stockholdings in the Company by a director in common between Dog Lake and First Light.
On April 1, 2010, Auric Mining Company (
“
Auric
”
) entered into an option agreement with the Company to acquire from the Company a fifty-two percent working interest in the mining claims held in trust, on behalf of the Company by Dog Lake Exploration Inc. Auric was to have completed its due diligence prior to the option expiring on
13
September 15, 2011. An extension of the expiration date was granted by the Company pending further negotiations on timing, payment amounts and terms. At the time of the agreement a director of the Company was also the President of Auric, therefore Auric was considered to be a related party and the option agreement was a related party transaction.
Note 7
–
Related Party Transactions
On August 25, 2011 the Company acquired 100% of the outstanding shares of Cloud Data Corporation in exchange for 70,000,000 common shares of the Company (Note 4). The acquisition was considered a related party transaction as the Company
’
s President and Director was also the President and Director of Cloud Data.
Included in amounts due to related parties as at June 30, 2012 is $73,916 owing to 722868 Ontario Ltd. for the amount payable that was assumed by the Company in the acquisition of the mineral claims from First Light.
The Company is indebted to shareholders for $4,540 as at December 31, 2012, which is unsecured, non-interest bearing and is due on demand.
Note 8
–
Due to Former Related Party
As at December 31, 2012, $190,084 (2010 - $190,084) was due to former related party who is a Company
’
s former President and Director of the Company who resigned in June 2007. These amounts are non-interest bearing, unsecured and have no specific terms of repayment.
Note 9
–
Common Stock
On August 26, 2011 the Company issued 70,000,000 shares at $0.002 per share pursuant to a Share Exchange Agreement with Cloud Date Corporation. An asset of $140,000 was recorded.
The Company has not issued any stock options.
As at December 31, 2012 the Company has authorized 200,000,000 shares of common stock, of which 124,133,345 shares are issued and outstanding.
Note 10
–
Preferred Stock
As at December 31, 2012 the Company has authorized 200,000,000 shares of preferred stock, of which 110,000 shares are issued and outstanding.
On December 31, 2012 the Company issued one share of preferred stock to settle debt of $165,000.
Note 11
–
Income Taxes
The Company accounts for income taxes under ASC 740,
Income Taxes.
Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S federal and state income tax rates to earnings before income taxes. The Company has net operating losses carried forward of approximately $425,075 available to offset taxable income in future years which begin expiring in fiscal 2025. Pursuant to ASC 740, the potential benefits of the net operating losses carried forward has not been recognized in the financial
14
statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.
The Company is subject to United States federal and state income taxes at an approximate rate of 35%.The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company
’
s income tax expense as reported is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax recovery at statutory rate
|
|
$
|
(246,025)
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
246,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
For the six months ended December 31, 2012, the valuation allowance established against the deferred tax assets increased by $22,108.
Deferred tax assets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
702,930
|
|
|
|
|
|
Less valuation allowance
|
|
|
(702,930)
|
|
|
|
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
|
—
|
|
Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $246,026 attributable to the future utilization of the $702,930 net operating loss carry forward as of December 31, 2012 will be realized. Accordingly, the Company has provided a 100% allowance against the
15
deferred tax asset in the financial statements at December 31, 2012. The Company will continue to review this valuation allowance and make adjustments as appropriate. The deferred tax credits will begin to expire in 2025 unless utilized beforehand. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
Note 12
–
Subsequent Events
From January 1, 2013 to February 14, 2013, the holder of a convertible note converted a total of $27,000 of principal and interest into 4,817,826 shares of our common stock.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stocks
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
|
|
|
|
|
|
|
December 31, 2012
$
|
June 30, 2012
$
|
Current Assets
|
281,176
|
283,093
|
Current Liabilities
|
515,142
|
564,540
|
Working Capital (Deficit)
|
(233,966)
|
(281,447)
|
Cash Flows
|
|
|
|
|
|
|
|
December 31, 2012
$
|
December 31, 2011
$
|
Cash Flows from (used in) Operating Activities
|
(215,393)
|
306,782
|
Cash Flows from (used in) Financing Activities
|
215,195
|
(177,663)
|
Cash Flows from (used in) Investing Activities
|
(5,162)
|
(128,769)
|
Net Increase (decrease) in Cash During Period
|
(5,361)
|
350
|
|
|
|
Results for the Six Months Ended December 31, 2012 Compared to the Six Months Ended December 31 2011
Operating Revenues
The Company
’
s revenues for the Six months ended December 31, 2012 and December 31 2011 were $2,350and $Nil, respectively.
Cost of Revenues
The Company
’
s cost of revenues for the Six months ended December 31, 2012 and December 31 2011 were $114,881and $106,821, respectively.
17
Gross Profit
The Company
’
s gross profit for the Six months ended December 31, 2012 and December 31 2011 was $(114,881)and $(106,821), respectively.
General and Administrative Expenses
General and administrative expenses for the Six months ended December 31, 2012 and December 31 2011 were $117,229and $106,821, respectively. General and administrative expenses consisted primarily of consulting fees, officer compensation, interest expense and professional fees. The increase was primarily attributable to an increase in consulting fees appropriate for normal operations.
Net Loss
Net loss for the Six months ended December 31, 2012 was $(117,519) compared with a net loss of $(106,821) for the Six months ended December 31 2011. The increased loss is due to normal operating expenses but with minimal sales.
Results for the Period from April 11, 2011(inception of development stage) Through December 31, 2012
Operating Revenues
The Company
’
s revenues for the period from April 11, 2011(inception of development stage) throughDecember 31, 2012 were $2,350.
Cost of Revenues
The Company
’
s cost of revenues for the period from April 11, 2011 (inception of development stage) through December 31, 2012 were $359,169.
Gross Profit
The Company
’
s gross profit for the period from April 11, 2011 (inception of development stage) through December 31, 2012 was $(361,807).
General and Administrative Expenses
General and administrative expenses for the period from April 11, 2011 (inception of development stage) through December 31, 2012 were $361,519. General and administrative expenses consist primarily of consulting fees, officer compensation, management fees, and professional fees appropriate for being a public company.
Net Loss
Net loss for the period from April 11, 2011 (inception of development stage) through December 31, 2012 was $(361,807).
Liquidity and Capital Resources
As at December 31, 2012, the Company had a cash balance and asset total of $2,381 and $281,176, respectively, compared with $450 and $272,279 of cash and total assets, respectively, as at December 31, 2011. The
18
decrease in cash was due to normal operating activities whereas the increase in total assets was due to the purchase of inventory for operations.
As at December 31, 2012, the Company had total liabilities of $515,142 compared with $445,858 as at December 31, 2011. The increasein total liabilities was attributed to the mineral claim acquisition costs in the amount of $124,911, and an increase in intangible assets of $140,000.
The overall working capital increasedfrom $(281,447)deficit at December 31, 2011 to $(233,966) at December 31, 2012.
Cashflow from Operating Activities
During the Six monthsended December 31, 2012, cash used in operating activities was $(215,393) compared to $306,782for the Six monthsended December 31 2011. The increase in the amounts of cash used for operating activities was primarily due to the purchase of inventory and packaging materials, an increase in accrued salaries and the net loss.
Cashflow from Investing Activities
During the Six monthsended December 31, 2012 cash used in investing activities was $(5,162) compared to $(128,769) for the Six months ended December 31 2011.
Cashflow from Financing Activities
During the Six months ended December 31, 2012, cash provided by financing activity was $215,195 compared to $(177,663) for the Six months ended December 31 2011.The increase in cash provided by financing activities is due to the Company
’
s receiving $215,195 inloans frominvestorsduring the quarter.
Quarterly Events
On December 31, 2012, the Company entered into a debt settlement agreement (the
“
Debt Settlement Agreement
”
) with Direct Capital Group, Inc., whereby the Company exchange $165,000 in total outstanding debt into Convertible Preferred Shares of the Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the conversion price being the lesser of $0.001 or shall equal the variable conversion price (the
“
Variable Conversion Price
”
). The Variable Conversion Price shall mean 50% multiplied by the market price (the
“
Market Price
”
). The Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
The foregoing summary description of the terms of the Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Agreement, this reference is made to such agreement, which is filed as Exhibit 10.4, hereto and is incorporated herein by this reference.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
19
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.