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EX-32 - CERTIFICATION - eLuxuryHouse, Inc. | elux_ex32.htm |
EX-31.2 - CERTIFICATION - eLuxuryHouse, Inc. | elux_ex312.htm |
EX-31.1 - CERTIFICATION - eLuxuryHouse, Inc. | elux_ex311.htm |
SECURITIES AND EXCHANGE COMMISSION
FORM
10-Q
Washington,
D.C. 20549
(Mark
One)
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended December 31, 2009
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ___________________ to
_____________________
Commission
file number 333-140710
eLuxuryHouse, Inc. | ||
(Exact name of small business issuer as specified in its charter) |
Florida | ###-##-#### | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
160
Franklin Street
Suite
201
Oakland,
California 94607
(Address
of principal executive offices)
(510)
414-9640
(Issuer's
telephone number)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
þ
Yes o No
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act).
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer
(Do not check if a smaller
reporting company)
|
o | Smaller reporting company | þ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). þ Yes
o
No
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. 30,010,000 shares, par value $0.00001
per share, as of February 22, 2010.
PART
1--FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CONTENTS
Page(s) | |
Financial Statements: | 1 |
Balance Sheets - As of December 31, 2009 (unaudited) and June 30, 2009 (audited) | 1 |
Statements of Operations - For the Three Months Ended December 31, 2009 and 2008 (unaudited) | 2 |
Statements of Cash Flows - For the Three Months Ended December 31, 2009 and 2008 (unaudited) | 3 |
Notes to Financial Statements (unaudited) | 4-9 |
eLuxuryHouse, Inc.
Balance Sheets
Assets
December
31, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Current
Assets
|
||||||||
Cash
|
$ | 108 | $ | 381 | ||||
Total
Current Assets
|
108 | 381 | ||||||
Total
Assets
|
$ | 108 | $ | 381 | ||||
Liabilities and Stockholders’
Deficit
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$ | 1,810 | $ | 2,534 | ||||
Notes
payable - related party
|
71,091 | 51,591 | ||||||
Total
Current Liabilities
|
72,901 | 54,125 | ||||||
Stockholders’
Deficit
|
||||||||
Preferred
stock ($0.00001 par value, 20,000,000 shares authorized, authorized, none
issued and outstanding)
|
- | - | ||||||
Common
stock ($0.00001 par value, 100,000,000 shares authorized,authorized,
30,010,000 shares issued and outstanding)
|
300 | 300 | ||||||
Additional
paid in capital
|
134,590 | 134,590 | ||||||
Accumulated
deficit
|
(207,683 | ) | (188,634 | ) | ||||
Total
Stockholders’ Deficit
|
(72,793 | ) | (53,744 | ) | ||||
Total
Liabilities and Stockholders’ Deficit
|
$ | 108 | $ | 381 |
See
accompanying notes to financial statements
1
eLuxuryHouse,
Inc.
Statements of
Operations
(Unaudited)
For
the Three
|
For
the Three
|
For
the Six
|
For
the Six
|
|||||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
Months
Ended
|
|||||||||||||
December
31, 2009
|
December
31, 2008
|
December
31, 2009
|
December
31, 2008
|
|||||||||||||
General
and administrative
|
$ | 12,469 | $ | 14,155 | $ | 19,049 | $ | 16,744 | ||||||||
Net
loss
|
$ | (12,469 | ) | $ | (14,155 | ) | $ | (19,049 | ) | $ | (16,744 | ) | ||||
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted
average number of common shares outstanding during the year - basic and
diluted
|
30,010,000 | 30,010,000 | 30,010,000 | 30,010,000 |
See
accompanying notes to financial statements
2
eLuxuryHouse,
Inc.
Statements of Cash Flows
(Unaudited)
Six
Months
|
Six
Months
|
|||||||
Months
Ended
|
Months
Ended
|
|||||||
December
31, 2009
|
December
31, 2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$ | (19,024 | ) | $ | (16,744 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
Payable
|
(2,175 | ) | ||||||
Net
Cash Used In Operating Activities
|
(19,024 | ) | (18,919 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from notes payable - related parties
|
19,500 | 25,495 | ||||||
Repayment
of notes payable - related parties
|
- | - | ||||||
Net
Cash Provided By Financing Activities
|
19,500 | 25,495 | ||||||
Net
Increase in Cash
|
476 | 6,576 | ||||||
Cash
- Beginning of Period
|
381 | - | ||||||
Cash
- End of Period
|
$ | 857 | $ | 6,576 | ||||
Supplemental Disclosure of Cash Flow
Information
|
||||||||
Cash
Paid During the Period for:
|
||||||||
Income
Taxes
|
$ | - | $ | - | ||||
Interest
|
$ | - | $ | - |
See
accompanying notes to financial statements
3
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the years ended June 30, 2009 and 2008,
respectively. The interim results for the period ended September 30,
2009 are not necessarily indicative of results for the full fiscal
year.
Note 2 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
eLuxuryHouse,
Inc. (“the Company”) was incorporated in the State of Florida on July 21,
2005.
On March
17, 2008, WebSky, Inc. (“WebSky”), a Nevada corporation, purchased 27,309,100
shares (the “Control Shares”) (91% of the outstanding shares) of the Company’s
common stock from existing shareholders. This transaction resulted in a change
of control. In connection with this sale, the Company intends to change the
focus of the business. The Company was formerly engaged in
internet-based retail sales of authentic designer merchandise including
handbags, wallets, belts, watches, jewelry and other personal accessories
offered at discount prices. These nominal operations ceased in March
2008.
WebSky is
engaged in the wireless, broadband telecommunications business. Through the
ownership of its Argentine subsidiary, WebSky Argentina S.A., WebSky controlled
certain wireless broadband spectrum licenses and frequencies in Buenos Aires,
Argentina. Websky intends for the Company to focus primarily on new
wireless telecommunications opportunities in Argentina and other parts of Latin
America, but it may also consider opportunities in others parts of the
world.
Risks
and Uncertainties
The
Company intends to operate in an industry that is subject to intense competition
and rapid technological change. The Company's operations will be subject to
significant risk and uncertainties including financial, operational,
technological, and regulatory risks including the potential risk of business
failure.
4
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
|
For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents. At December 31, 2009 and June 30,
2009, respectively, the Company had no cash equivalents.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At December 31, 2009
and June 30, 2009, respectively, there were no balances that exceeded the
federally insured limit.
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s short-term financial instruments, including
accounts payable and notes payable – related party, approximates fair value due
to the relatively short period to maturity for these instruments.
Earnings
per Share
Basic
earnings/(loss) per share is computed by dividing net income/(loss) by weighted
average number of shares of common stock outstanding during each
period. Diluted earnings/(loss) per share is computed by dividing net
income/(loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during each
period. At December 31, 2009 and 2008, respectively, the Company did not have
any outstanding common stock equivalents; therefore, a separate computation of
diluted loss per share is not presented.
Share
based payment arrangements
Generally,
all forms of share-based payments, including stock option grants, restricted
stock grants and stock appreciation rights, are measured at their fair value on
the awards’ grant date, and based on the estimated number of awards that are
ultimately expected to vest. Share-based compensation awards issued to
non-employees for services rendered are recorded at either the fair value of the
services rendered or the fair value of the share-based payment, whichever is
more readily determinable. The expense resulting from share-based payments are
recorded in general and administrative expense.
5
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
Segment
Information
During
fiscal year end June 30, 2010 and 2009, the Company only operated in one
segment; therefore, segment information has not been presented.
Recent
Accounting Pronouncements
Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105). This standard establishes only two levels of U.S. generally accepted
accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB
Accounting Standards Codification (the “Codification”) became the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the SEC, which are sources of authoritative GAAP for SEC registrants. All
other non-grandfathered, non-SEC accounting literature not included in the
Codification became nonauthoritative. The Company began using the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2009. As the Codification was not intended to change
or alter existing GAAP, it did not have a material impact on the Company’s
financial statements.
Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting. The first update, as codified in ASC 820-10-65,
provides additional guidelines for estimating fair value in accordance with fair
value accounting. The second accounting update, as codified in ASC 320-10-65,
changes accounting requirements for other-than-temporary-impairment
(OTTI) for debt securities by replacing the current requirement that a
holder have the positive intent and ability to hold an impaired security to
recovery in order to conclude an impairment was temporary with a requirement
that an entity conclude it does not intend to sell an impaired security and it
will not be required to sell the security before the recovery of its amortized
cost basis. The third accounting update, as codified in ASC 825-10-65, increases
the frequency of fair value disclosures. These updates were effective for fiscal
years and interim periods ended after June 15, 2009. The adoption of these
accounting updates did not have a material impact on the Company’s financial
statements.
6
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.
In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.
Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.
In
September 2009, the FASB issued Update No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided
that the revised guidance is retroactively applied to the beginning of the year
of adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.
7
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.
Note 3 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $12,469 and net
cash used in operations of $12,469 for the three months ended December 31 2009;
and a working capital deficit and stockholders’ deficit of $72,793 and an
accumulated deficit of $207.683 at December 31, 2009.
8
ELUXURYHOUSE,
INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER 31,
2009
(Unaudited)
The ability of the Company to continue as a going concern is dependent on Management's plans, which include the raising of capital through debt and/or equity markets. The Company will require additional funding during the next twelve months to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
The
Company believes its current available cash along with anticipated revenues may
be insufficient to meet its cash needs for the near future. There can
be no assurance that financing will be available in amounts or terms acceptable
to the Company, if at all.
Note 4 Notes Payable –
Related Party
(A)
|
Fiscal
Year Ended June 30, 2009
|
During
the year ended June 30, 2009, the Company executed notes payable of $31,850 with
Websky. These notes are unsecured and due on
demand. Interest, at 7%, is payable only upon default. No amounts are
in default.
(B)
|
Fiscal
Year Ended June 30, 2010
|
In July
2009, the Company executed notes payable of $8,500 with Websky. The
advances bear interest at 7%. This note is due on
demand. Interest is payable only upon default.
100% of
all debt financing in fiscal year June 30, 2010 and 2009 was from
Websky.
Note 5 Subsequent
Event
The
Company has evaluated for subsequent events between the balance sheet date of
December 31, 2010 and February 22, 2010, the date the financial statements were
issued.
9
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Statements made
in this Report that are not historical facts may constitute forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those discussed. Such risks and
uncertainties include but are not limited to those discussed in this report and
in our other reports filed with the Securities and Exchange
Commission. Words such as “expects,” “may,” “will,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions
identify forward-looking statements.
Factors
that could cause our results to differ materially from the results discussed in
such forward-looking statements include, without limitation: we have a limited
operating history during which we have generated minimal revenues and have
incurred losses to date; due to our operating losses and our lack of working
capital we may not be able to continue as a going concern; we are changing our
business plan and are leaving the internet merchandise sales business and are
planning to enter the wireless telecommunications business in over-seas markets;
we may not be able to obtain sufficient capital to operate our planned business;
we may not be able to acquire telecommunications businesses or assets even if
financing for that purpose becomes available; we will face substantial
competition in the telecommunications industry from competitors who have
substantially greater financial resources, large product and service
distribution networks, and brand recognition; the operation of licensed
telecommunications frequencies is subject to government regulation; there is
presently no public market for our common stock and there is no assurance that a
market for our shares will develop or be sustained; and the Sarbanes Oxley Act
is expected to increase our legal, accounting and administrative
costs. These and other risk factors are discussed in other reports
filed by us with the Securities and Exchange Commission. Many of such
factors are beyond our control. New factors emerge from time to time
and it is not possible for management to predict all of such factors, nor can it
assess the impact of each such factor on our business or the extent to which any
factor, or combination of factors may cause actual results to differ materially
from those contained in any forward-looking statements. In light of
these risks and uncertainties, there can be no assurance that the results
anticipated in these forward looking statements contained in this Report will in
fact occur. All forward-looking statements wherever they may appear
are expressly qualified in their entirety by the cautionary statements in this
section. We undertake no obligation to update any such
forward-looking statements.
The
following is a discussion and analysis of our financial condition and results of
operations for the six months ended December 31, 2009, and significant factors
that could affect our prospective financial condition and results of
operations. Historical results may not be indicative of future
performance.
Overview
We
were formed to engage in internet based retail sales of authentic, designer
merchandise and personal accessories, including jewelry, offered at discount
prices, but we do not have any inventory or a significant amount of other assets
and we have not generated substantial revenues since inception.
As
a result of a sale of our common stock by certain stockholder to WebSky, Inc.
during March 2008, we are now an 81% owned subsidiary of
WebSky. WebSky plans to change the focus of our
business. We will seek to enter the wireless telecommunications
business abroad by seeking opportunities in Argentina and other parts of the
world.
10
These
opportunities and efforts may include:
● |
The
acquisition of frequency spectrum in targeted emerging markets for the
eventual development of wireless broadband internet (WiMAX and related)
systems or for the eventual disposition of such frequency
rights.
|
● |
Securing radio spectrum and related licenses for the deployment and
operation of wireless and wireline telecommunications operations,
including, but not limited to, wireless broadband (WiMAX, community WiFi
and other standards) and cellular telephony in Argentina and other nations
in the Southern Hemisphere, as well as in a number of other targeted
markets in South Asia and Southeast Asia.
|
● |
In
conjunction with strategic technological partners, further expand the
development and deployment of wireless communications systems for national
or local governments, in areas where we may acquire and control radio
spectrum and in areas where we can partner with local spectrum
licensees.
|
● |
Acquiring
other telecom companies in emerging market economies, in conjunction with
efforts to acquire licensed broadband radio frequency spectrum in order to
enhance the value of the spectrum and to support, broaden and facilitate
the development those projects.
|
We
could, in some cases, acquire the necessary rights and licenses for wireless
broadband internet services, develop and deploy such services, and, together
with local partners, on whom we would continue to rely to a great degree,
operate a WiMAX/wireless broadband system. In other cases, the
appropriate course may be determined to be the acquisition and perfection of the
applications licenses and permits which would then be sold, in whole or in part,
to another entity to engage in the actual operation of a system. In
the latter circumstance, and even in circumstances where we have has no
ownership interests in licenses or permits, our developing expertise in certain
niche applications for wireless broadband systems could provide significant
value-added services to third party operators of such systems.
Mobile
Broadband Market
The
Internet has evolved into a world-wide system and is now used daily by millions
of people throughout the world for business and commerce, personal
communications, education, and entertainment. The growth in Internet
usage has been facilitated by DSL, cable and satellite broadband services that
enable users to access the Internet at very high data
speeds. However, many Internet users have access to broadband
connectivity only in their homes or workplaces, where they may connect to DSL or
cable systems. The development of wider mobile WiMax or other
wireless broadband networks would permit broadband connectivity without the need
for landline based connections. The demand for mobile broadband
connectivity, through technologies such as mobile WiMax, is likely to grow as
newer and more capable portable wireless devices come to the
market.
Worldwide
Interoperability for Microwave Access, commonly known as WiMAX, is a
certification mark established by the WiMAX Forum for products that are
compliant with the Institute of Electronical and Electronic Engineers (“IEEE”)
802.16 set of standards. The original 802.16 standard required
equipment operating in the 10-66 GHz frequency band, which required tall
transmission towers and line-of-sight connectivity. IEEE standards
have been amended over the past several years, and now include the 802.16e
standard for mobile WiMAX. Mobile WiMax is intended to support mobile
broadband services through the use of portable devices such as mobile
telephones, laptop computers, personal digital assistants (PDA), and similar
portable devices. Alternatives to mobile WiMAX for the delivery of
mobile broadband services include CDMA2000, UMTS (Universal Mobile
Telecommunications System) and 802.20 (Mobile-Fi). Some of these
technologies, such as CDMA 2000 and UMTS, have already been deployed by major
wireless carriers and have achieved significant levels of market
penetration.
11
Entering
the Wireless Broadband Telecommunications Business
Our
ability to enter the telecommunications field is dependent upon our ability to
develop opportunities in targeted markets and to obtain financing for the
acquisition of equipment, licenses, or businesses, and working capital to
operate any business that we may start or acquire. Although WebSky
(an affiliate of our Chief Executive Officer) may provide us with cash to meet
our near term capital needs, WebSky has only limited financial resources and we
do not consider WebSky to be a long term source of financing.
We
may issue common stock, preferred stock, or other securities to acquire other
companies, or interests in other companies, in the telecommunications business,
or to acquire telecommunications licenses or other assets for use in our
business. We may enter into one or more mergers or similar
transactions with other companies that are engaged in telecommunications
business or related businesses. We may sell capital stock or other
securities from time to time in order to raise working capital or to finance an
acquisition of assets or another telecommunications business.
Results
of Operations
Six
Months Ended December 31, 2009 Compared to the Six Months Ended December 31,
2008
We
had no revenue for the six months ended December 31, 2009 and the six months
ended December 31, 2008, as we discontinued our internet sales operations during
the fiscal year ended June 30, 2008. Our general and administrative
expenses for the six months ended December 31, 2009 were $19,049, reflecting a
113% increase from $16,744 for the six months ended December 31,
2008. The largest component of our general and administrative
expenses for the quarter ended December 31, 2009 was professional fee
expenses.
As
a result of the foregoing, we incurred a loss from operations of $19,949 for the
six months ended December 31, 2009, compared to a loss from operations of
$16,744 for the six months ended December 31, 2008.
Impact
of Inflation
Inflation
has not had a material effect on our results of operations.
Liquidity
and Capital Resources
Our
unaudited financial statements appearing elsewhere in this Report have been
prepared on a going concern basis that contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. Management realizes that we must generate revenue or obtain
sufficient capital sufficient to enable us to meet our operating
expenses. To the extent we are unable to obtain generate sufficient
operating revenues or obtain additional working capital, our financial
statements will be materially, adversely effected.
12
As
reflected in the unaudited financial statements appearing in this Report, we
sustained a net loss of 19,049 for the six months ended December 31, 2009, and
at December 31, 2009 we had an accumulated deficit of $207,683. We
have only a small amount of cash on hand and our ability to continue as a going
concern is dependent on our ability to raise additional capital and to further
implement our new business plan.
For
a time, our operations were funded by the sale of equity securities (1,000,000
shares at $0.10 per share) in a private placement that raised $100,000 in gross
proceeds during February and March 2006. These funds were used for
working capital and general corporate purposes in furtherance of our original
business plan, which was abandoned during March 2008. Subsequently,
including during the six months ended December 31, 2009, our largest
shareholders have advanced funds to us to permit us to pay our
expenses.
Our
ability to enter the telecommunications field under our new business plan is
dependent upon our ability to obtain financing for that purpose, including
financing for the acquisition of equipment, licenses, or businesses, and working
capital to operate any business that we may start or
acquire. Although WebSky may provide us with cash to meet our near
term capital needs, WebSky has only limited financial resources and we do not
consider WebSky to be a long term source of financing.
We
may issue common stock, preferred stock, or other securities to acquire other
companies or interests in other companies in the telecommunications business, or
to acquire telecommunications licenses or other assets for use in our
business. We may enter into one or more mergers or similar
transactions with other companies that are engaged in the telecommunications
business or related businesses. We may sell capital stock or other
securities from time to time in order to raise working capital or to finance an
acquisition of assets or another telecommunications business.
We
have no off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We
did not hold any market risk sensitive instruments as of December 31, 2009,
December 31, 2008, or June 30, 2009.
13
ITEM
4T. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
It
is management’s responsibility to establish and maintain adequate internal
control over all financial reporting pursuant to Rule 13a-15 under the
Securities Exchange Act of 1934 (the “Exchange Act”) and to review and evaluate
the effectiveness of our disclosure controls and procedures for the purpose of
determining whether our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to management, including our Chief Executive
Officer and our Treasurer, as appropriate to allow timely decisions regarding
required disclosure.
Our
management, including our principal executive officer and our principal
financial officer, have reviewed and evaluated the effectiveness of our
disclosure controls and procedures as of a date within ninety (90) days of the
filing date of this Form 10-Q quarterly report. We did not conduct
any material business operations during the six month period ending December 31,
2009.
Following
management’s review and evaluation,
management collectively determined that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms, and (ii) is accumulated and communicated to management,
including our Chief Executive Officer and our Treasurer, as appropriate to allow
timely decisions regarding required disclosure. However, we may need
to implement different internal controls over financial reporting that are
suitable to any new business operations that we may conduct.
Changes
in Internal Control over Financial Reporting
Current
management is not aware of any changes in our internal controls over financial
reporting implemented during the six months ended December 31, 2009 that
materially affected or that could reasonably likely materially affect our
internal controls over financial reporting.
14
PART
II - OTHER INFORMATION
ITEM
6. EXHIBITS
Exhibit Numbers
|
Description | |
3.1 | Articles of Incorporation, as Amended† | |
3.2 | By-Laws† | |
4.1 | Specimen of Common Stock Certificate.† | |
Rule 13a-14(a)/15d-14(a) Certification of Douglas Haffer, CEO * | ||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Eduardo Axtle, CFO* | |
32 | Section 1350 Certification * |
†
Incorporated by reference to Registration Statement on Form SB 333-140717 filed
with the Securities and Exchange Commission on February 14, 2007.
*Filed
herewith
15
SIGNATURES
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, thereunto
duly authorized.
eLuxuryHouse, Inc. | |||
Date:
February 22, 2010
|
By:
|
/s/
Douglas Haffer, President
|
|
Douglas Haffer, President | |||
(Chief
Executive Officer)
|
Company Name | |||
Date:
February 22, 2010
|
By:
|
/s/ Eduardo Axtle | |
Eduardo Axtle | |||
Chief Financial Officer | |||
16
Exhibit
Numbers
|
Description
|
|
3.1
|
Articles
of Incorporation†
|
|
3.2
|
By-Laws†
|
|
Rule
13a-14(a)/15d-14(a) Certification of Douglas Haffer,
CEO *
|
||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Eduardo Axtle, CFO* | |
Section
1350 Certification *
|
††
Incorporated by reference to Registration Statement on Form SB 333-140717 filed
with the Securities and Exchange Commission on February 14, 2007.
*Filed
herewith
17