Attached files
| file | filename |
|---|---|
| EX-31 - GREEN EQUITY HOLDINGS, INC. | v189089_ex31.htm |
| EX-32 - GREEN EQUITY HOLDINGS, INC. | v189089_ex32.htm |
| EX-10.26 - GREEN EQUITY HOLDINGS, INC. | v189089_ex10-26.htm |
| EX-10.25 - GREEN EQUITY HOLDINGS, INC. | v189089_ex10-25.htm |
| EX-10.24 - GREEN EQUITY HOLDINGS, INC. | v189089_ex10-24.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(MARK
ONE)
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended December 31, 2009
¨ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from ______ to _______
Commission
file number 0-52396
CX2
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
20-2889663
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification
No.)
|
3700 Airport Road, Suite
410B, Boca Raton, FL 33431
(Address
of principal executive offices)
(561)
347-9235
Registrant'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. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (of for such shorter period that the registrant was required to submit
and post such files). Yes x 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 ¨ Accelerated filer ¨ Non-accelerated filer
¨ Smaller reporting
company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No x.
As of
June 15, 2010 there were 27,472,960 shares of the registrant's common stock
outstanding.
CX2
TECHNOLOGIES, INC.
INDEX
|
PART
I FINANCIAL INFORMATION
|
|
|
Item
1. Financial Statements
|
|
|
Condensed
Balance Sheets at December 31, 2009 (unaudited) and March 31,
2009
|
3
|
|
Condensed
Statements of Operations for the three and nine months ended December 31,
2009 and 2008 (unaudited)
|
4
|
|
Condensed
Statements of Changes in Cash Flows for the nine months ended December 31,
2009 and 2008 (unaudited)
|
5
|
|
Notes
to Condensed Financial Statements (unaudited)
|
6
|
|
Item
2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
12
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
14
|
|
Item
4T. Controls and Procedures
|
15
|
|
PART
II OTHER INFORMATION
|
|
|
Item
1A. Risk Factors
|
16
|
| Item 5. Other Information |
16
|
|
Item
6. Exhibits
|
16
|
2
CX2
TECHNOLOGIES, INC.
CONDENSED
BALANCE SHEETS
As
of December 31, 2009 and March 31, 2009
|
December 31,
|
March 31,
|
|||||||
|
2009
|
2009
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | - | $ | 192 | ||||
|
Notes
receivable-related party
|
1,245 | 1,245 | ||||||
|
Other
current asset
|
5,000 | 2,500 | ||||||
|
TOTAL
CURRENT ASSETS
|
6,245 | 3,937 | ||||||
|
Property
& Equipment, net
|
102,030 | 141,249 | ||||||
|
TOTAL
ASSETS
|
$ | 108,275 | $ | 145,186 | ||||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Bank
overdraft
|
$ | 36 | $ | - | ||||
|
Accounts
payable and accrued expenses
|
664,121 | 646,297 | ||||||
|
Notes
payable - related parties
|
391,106 | 391,106 | ||||||
|
Note
payable - others
|
209,589 | 135,073 | ||||||
|
TOTAL
LIABILITIES
|
1,264,852 | 1,172,476 | ||||||
|
Commitments
and Contingencies
|
||||||||
|
STOCKHOLDERS'
DEFICIT
|
||||||||
|
Preferred
stock, $0.001 par value; 5,000,000 shares authorized; none issued and
outstanding
|
- | - | ||||||
|
Common
stock, $0.001 par value, 200,000,000 shares authorized; 23,057,210
and shares issued and outstanding at December 31, 2009; and March
31, 2009, respectively
|
22,557 | 22,557 | ||||||
|
Additional
paid in capital
|
8,290,332 | 8,290,332 | ||||||
|
Accumulated
deficit
|
(9,469,466 | ) | (9,340,179 | ) | ||||
|
TOTAL
STOCKHOLDERS' DEFICIT
|
(1,156,577 | ) | (1,027,290 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 108,275 | $ | 145,186 | ||||
See
accompanying notes to the condensed financial statements.
3
CX2
TECHNOLOGIES, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
For
the Three and Nine Months Ended December 31, 2009 and 2008
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
|
December
31,
|
December
31,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
REVENUES
|
$ | 1,211 | $ | 63,801 | $ | 3,711 | $ | 100,202 | ||||||||
|
Cost
of sales
|
- | - | - | - | ||||||||||||
|
GROSS
MARGIN
|
1,211 | 63,801 | 3,711 | 100,202 | ||||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||
|
Selling,
general and administrative
|
21,101 | 274,625 | 93,779 | 527,352 | ||||||||||||
|
Depreciation
and amortization
|
13,073 | 13,073 | 39,219 | 39,218 | ||||||||||||
|
TOTAL
OPERATING EXPENSES
|
34,174 | 287,698 | 132,998 | 566,570 | ||||||||||||
|
NET
LOSS FROM OPERATIONS
|
(32,963 | ) | (223,897 | ) | (129,287 | ) | (466,368 | ) | ||||||||
|
OTHER
EXPENSE
|
||||||||||||||||
|
Interest
expense
|
- | (4,789 | ) | - | (9,525 | ) | ||||||||||
|
TOTAL
OTHER EXPENSES
|
- | (4,789 | ) | - | (9,525 | ) | ||||||||||
|
NET
INCOME
|
$ | (32,963 | ) | $ | (228,686 | ) | $ | (129,287 | ) | $ | (475,893 | ) | ||||
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANIDING-BASIC AND DILUTED
|
23,553,100 | 24,057,210 | 23,057,210 | 23,557,210 | ||||||||||||
|
LOSS
PER COMMON SHARES-BASIC AND DILUTED
|
$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
See
accompanying notes to the condensed financial statements.
4
CX2
TECHNOLOGIES, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For
the Nine Months Ended December 31, 2009 and 2008
|
For the Nine Months Ended
|
||||||||
|
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
CASH
FLOW FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (129,287 | ) | $ | (475,893 | ) | ||
|
Adjustment
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
|
Depreciation
and amortization
|
39,219 | 39,218 | ||||||
|
Common
stock issued for services
|
- | 40,000 | ||||||
|
Changes
in assets and liabilities:
|
||||||||
|
Notes
receivable-related party
|
- | (1,245 | ) | |||||
|
Other
current assets
|
(2,500 | ) | - | |||||
|
Deposits
|
- | 5,448 | ||||||
|
Accounts
payable and accrued liabilities
|
17,924 | 279,873 | ||||||
|
Net
Cash Used in Operating Activities
|
(74,644 | ) | (112,599 | ) | ||||
|
CASH
FLOW FROM FINANCING ACTIVITIES:
|
||||||||
|
Bank
overdraft
|
36 | - | ||||||
|
Proceeds
from notes payable - related parties
|
- | 141,869 | ||||||
|
Proceeds
from notes payable
|
74,416 | 14,000 | ||||||
|
Repayment
of notes payable - related parties
|
- | (40,500 | ) | |||||
|
Repayment
of notes payable
|
- | (4,000 | ) | |||||
|
Net
cash provided by financing activities
|
74,452 | 111,369 | ||||||
|
Net
decrease in cash
|
(192 | ) | (1,230 | ) | ||||
|
Cash
and cash equivalents at beginning of period
|
192 | 2,917 | ||||||
|
Cash
and cash equivalents at end of period
|
$ | - | $ | 1,687 | ||||
|
Supplemental
Disclosure of Cash Flow Information:
|
||||||||
|
Cash
paid for:
|
||||||||
|
Interest
|
$ | - | $ | - | ||||
|
Taxes
|
$ | - | $ | - | ||||
|
Supplemental
Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||
|
Stock
issued under terms of Airtime Agreement
|
$ | - | $ | 40,000 | ||||
|
Conversion
of note payable - related party to equity
|
$ | - | $ | 467,710 | ||||
See
accompanying notes to the condensed financial statements.
5
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
CX2
Technologies, Inc. (hereinafter the "Company" or "CX2") was incorporated on May
21, 2002 as Brookview Institute, Inc., under the laws of the State of
Nevada. On November 16, 2005, the Company changed its name to CX2
Technology, Inc. On December 6, 2005, the Company filed articles of
correction to change the name to CX2 Technologies, Inc. On May 10, 2006,
the Company domesticated to the State of Florida. Its fiscal year end is
March 31.
The
Company had engaged in the development, operation and management of 220 MHz
digital wireless data communications services. As disclosed in the
Company's Form 10-K for the fiscal year ended March 31, 2009, "The Company
utilized intellectual property licensed from Bizcom pursuant to an agreement
with Bizcom, which subsequently forfeited their IP to Stillwater Asset Backed
Funds. Thus, CX2 no longer believes it has any right to use this IP, and
management is seeking to negotiate a license with Stillwater Asset Backed Funds
to enable the Company to continue to have access to this IP. There can be no
assurance that the Company will be successful in obtaining such a
license." CX2 management and consultants attempted and were not successful
in negotiating with representatives of Stillwater Asset Backed Funds for the
right to use the intellectual property underlying the technology which was
forfeited by Bizcom.
NOTE
2 – INTERIM FINANCIAL STATEMENTS
The
accompanying interim unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended December
31, 2009 are not necessarily indicative of the results that may be expected for
the year ending March 31, 2010. For further information, refer to the financial
statements and footnotes thereto included in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2009.
NOTE
3 – GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company had a net loss of $129,287
and a negative cash flow from operations of $74,644 during the nine months ended
December 31, 2009, along with a working capital deficiency of $1,258,607 and a
stockholder's deficiency of $1,156,577. These factors raise substantial
doubt about the Company's ability to continue as a going concern. The
Company was in the development stage from May 2002 until January 2007, at which
time operations began. The Company has incurred a loss from operations,
and its present level of revenues is not sufficient to cover all the Company's
incurred expenses. Management recognizes that the Company must generate
additional resources to enable it to pay its obligations as they come due, and
that the Company must ultimately achieve profitable operations.
Management's plan in this regard is to find an existing revenue producing
company, or a company with assets to take over or use to expand operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
6
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Accounting
The
financial statements are prepared using the accrual basis of accounting where
revenues and expenses are recognized in the period in which they were
incurred. The basis of accounting conforms to accounting principles
generally accepted in the United States of America.
Revenue
Recognition
Revenue
from users for network services is recognized at the time that the services are
provided. Revenue from sales of radios and other related equipment is
recognized at date of delivery to the customer and when collection is reasonably
assured. Revenue from consulting services is recognized at the time that
the services are provided.
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Fair Value of Financial
Instruments
Statement
of Financial Accounting Standards (SFAS) No. 107, Disclosures About Fair Value
of Financial Instruments, defines the fair value of a financial instrument as
the amount at which the instrument could be exchanged in a current transaction
between willing parties. The carrying values of the Company's financial
instruments, which consist of current liabilities, approximate fair values due
to the short-term maturities of such instruments.
Net Loss Per
Share
The
Company follows the provisions of SFAS No. 128, "Earnings per Share," which
requires companies with complex capital structures or common stock equivalents
to present both basic and diluted earnings per share ("EPS") on the face of the
income statement. Basic EPS is calculated as income available to common
stockholders divided by the weighted average number of common shares outstanding
during the period. Diluted EPS is calculated using the "if converted"
method for common stock equivalents. As of December 31, 2009 there were no
common stock equivalents outstanding.
7
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
Recent Accounting
Pronouncements
Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.
In
October 2009, the FASB has published ASU 2009-13, "Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements", which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. Specifically, this guidance amends the criteria in Subtopic 605-25, "Revenue
Recognition-Multiple-Element Arrangements", for separating consideration
in multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is not expected to have any impact on the
Company's financial position and results of operations.
In
October 2009, the FASB has published ASU 2009-14, "Software (Topic 985)-Certain
Revenue Arrangements that Include Software Elements" and changes the
accounting model for revenue arrangements that include both tangible products
and software elements. Under this guidance, tangible products containing
software components and nonsoftware components that function together to deliver
the tangible product's essential functionality are excluded from the software
revenue guidance in Subtopic 985-605, "Software-Revenue
Recognition". In addition, hardware components of a tangible product
containing software components are always excluded from the software revenue
guidance. The guidance in this ASU is effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The adoption of this
standard is not expected to have any impact on the Company's financial position
and results of operations.
In
December 2009, the FASB has published ASU 2009-16 "Transfers and Servicing (Topic
860): Accounting for Transfers of Financial Assets." ASU No. 2009-16
is a revision to ASC 860, "Transfers and Servicing,"
and amends the guidance on accounting for transfers of financial assets,
including securitization transactions, where entities have continued exposure to
risks related to transferred financial assets. ASU No. 2009-16 also expands
the disclosure requirements for such transactions. This ASU will become
effective for us on April 1, 2010. The adoption of this standard is
not expected to have any impact on the Company's financial position and results
of operations.
In
December 2009, the FASB has published ASU 2009-17 "Consolidations (Topic 810):
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities." ASU No. 2009-17 amends the guidance for
consolidation of VIEs primarily related to the determination of the primary
beneficiary of the VIE. The adoption of this standard is not expected to have
any impact on the Company's financial position and results of
operations.
8
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
In
January 2010, the FASB has published ASU 2010-01 "Equity (Topic 505) - Accounting for
Distributions to Shareholders with Components of Stock and Cash—a consensus of
the FASB Emerging Issues Task Force," as codified in ASC 505. ASU
No. 2010-01 clarifies the treatment of certain distributions to
shareholders that have both stock and cash components. The stock portion of such
distributions is considered a share issuance that is reflected in earnings per
share prospectively and is not a stock dividend. The amendments in this Update
are effective for interim and annual periods ending on or after December 15,
2009 and should be applied on a retrospective basis. Early adoption is
permitted. The adoption of this standard is not expected to have an impact
on the Company's financial position and results of operations.
In
January 2010, the FASB has published ASU 2010-02 "Consolidation (Topic 810) -
Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope
Clarification," as codified in ASC 810, "Consolidation." ASU
No. 2010-02 applies retrospectively to April 1, 2009, our adoption
date for ASC 810-10-65-1 as previously discussed in this financial note. This
ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a
subsidiary or an exchange of a group of assets that is a business or nonprofit
activity. The ASU also requires expanded disclosures. The amendments in this
Update are effective for interim and annual periods ending on or after December
15, 2009, and should be applied on a retrospective basis. The adoption of
this standard is not expected to have any impact on the Company's financial
position and results of operations.
In
January 2010, the FASB has published ASU 2010-06 "Fair Value Measurements and
Disclosures (Topic 820): - Improving Disclosures about Fair Value
Measurements". ASU No. 2010-06 clarifies improve disclosure
requirement related to fair value measurements and disclosures – Overall
Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosure about purchase, sales, issuances, and settlement in the roll
forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. The amendments in this Update are
effective for interim and annual periods ending on or after December 15, 2009,
and should be applied on a retrospective basis. The adoption of this
standard is not expected to have a material impact on the Company's financial
position and results of operations.
Other
ASUs not effective until after December 31, 2009 are not expected to have a
significant effect on the Company's financial position or results of
operations.
9
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
NOTE
5 – NOTES PAYABLE
Debt due
as of December 31, 2009 consists of the following:
|
2009
|
||||
|
Promissory
note to a related party, payable in monthly installments of $25,000.
Interest calculated at 5% per annum. Includes accrued interest of
$13,031
|
$ | 391,106 | ||
|
Unsecured
note payable to GEOCommand, Inc. This note is payable on demand with no
interest.
|
104,681 | |||
|
Note
payable - officer
|
94,908 | |||
|
Note
payable - other
|
10,000 | |||
| 600,695 | ||||
|
Less
current portion of long term notes payable
|
600,695 | |||
|
Total
|
$ | - | ||
During
the three months ended December 31, 2009, GEOCommand, Inc. and officers loaned
the Company an additional $11,164 for working capital purposes. These
loans are unsecured, due on demand and bear no interest.
During
the nine months ended December 31, 2009, GEOCommand, Inc. and officers have
loaned the Company an additional $74,416 for working capital purposes.
These loans, which total $199,589, are unsecured, due on demand and bear no
interest.
The
Company also owes GEOCommand, Inc., in connection with a management consulting
contract, a total of $200,000 as of December 31, 2009. This total is
included in accounts payable and accrued expenses in the accompanying financial
statements.
NOTE
6 – STOCKHOLDERS' EQUITY
Common
Stock
All
shares of common stock are identical with each other in every respect, and the
holders thereof are entitled to one vote for each share of common stock upon all
matters upon which the shareholders have the right to vote.
Preferred
Stock
The
Company has 5,000,000 shares of $0.001 par value preferred stock authorized with
such preferences as the Board of Directors may designate.
Private Placements of Common
Stock
The
Company previously offered, through its private placement memorandum dated March
6, 2006 and as amended on September 27, 2006 (the "PPM"), up to a maximum of
5,000,000 shares of its common stock par value $.001 per share, at a price of
$1.00 per share for total gross offering proceeds of up to $5,000,000. The
PPM was terminated in June of 2008.
10
CX2
TECHNOLOGIES, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of December 31, 2009
NOTE
7 – COMMITMENTS AND CONTINGENCIES
Operating Lease
Obligations
In April,
2006, the Company entered into a 60-month operating lease for office space in
Boynton Beach, Florida beginning June 1, 2006 for $4,459 per month, exclusive of
recurring utility expenses. The Company vacated this office space in
February 2008 and the landlord obtained a $226,562 default judgment which has
been accrued in these financial statements.
NOTE
8 – RELATED PARTY TRANSACTIONS
Bizcom
USA, Inc. ("Bizcom") is a major shareholder of the Company. The Company
had non-exclusive access to 500 million minutes of airtime in the 220 MHz
frequency band as a result of its Airtime Agreement with Bizcom which was
entered into in March 2006. In addition, the Company had another
non-exclusive license agreement with Bizcom which provided for rights to use
certain wireless digital data intellectual property, including rights to further
develop the existing technology or new technology, which new development would
be owned by the Company. The Company owes Bizcom approximately $391,106 as
of December 31, 2009. In late 2008 the Company learned that Bizcom had
lost ownership of its FCC licenses and thus the Company does not believe it
continues to have any rights to use minutes or other rights granted to it under
its agreements with Bizcom.
NOTE
9 – CONCENTRATION OF CREDIT RISKS
Customers
For the
nine months ended December 31, 2009, one customer accounted for all of the
Company's sales. The Company purchases its radios primarily from one
vendor, which accounted for all of the Company's product purchases during that
period. As such, the Company believes that it has a concentration of credit risk
within its receivables because of the limited customer base.
NOTE
10 – SUBSEQUENT EVENT
On April
29, 2010, the Company entered into a Stock Purchase Agreement with Fusion
Capital Investments Corp., in which the Company agreed to sell, via a new
issuance of stock, an aggregate of the majority of the issued and outstanding
shares of the common stock, $0.001 par value per share, of the Company
consisting of not less than 51%. The Company will issue a total of
29,000,000 shares for a purchase price of $55,100.
On May 4, 2010, the Company received $30,100 cash payment upon the
full execution of the stock purchase agreement. The remaining $25,000 will
be paid at closing date.
The
Company had no other material subsequent events to disclose from the balance
sheet date to the filing date. The Company evaluated subsequent events through
June 1, 2010.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following is a discussion and analysis of our financial condition and results of
operations for the three and nine months ended December 31, 2009 and significant
factors that could affect our prospective financial condition and results of
operations. You should read this discussion in conjunction with our financial
statements and notes contained in our Form 10-K for the fiscal year ended March
31, 2009. Historical results may not be indicative of future
performance.
Caution Regarding
Forward-Looking Information
All
statements contained in this Form 10-Q, other than statements of historical
facts, that address future activities, events or developments are
forward-looking statements, including, but not limited to, statements containing
the words "believe," "expect," "anticipate," "intends," "estimate," "forecast,"
"project," and similar expressions. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements, including any statements of the plans, strategies and objectives of
management for future operations; any statements concerning proposed new
developments; any statements regarding future economic conditions or
performance; any statements of belief; and any statements of assumptions
underlying any of the foregoing. These statements are based on certain
assumptions and analyses made by us in light of our experience and our
assessment of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate under the
circumstances. However, whether actual results will conform to the
expectations and predictions of management is subject to a number of risks and
uncertainties described under "Risk Factors" in Item 1A of Part II below and in
the "Risk Factors" section of our Form 10-K for the fiscal year ended March 31,
2009 that may cause actual results to differ materially.
Consequently,
all of the forward-looking statements made in this Form 10-Q are qualified by
these cautionary statements and there can be no assurance that the actual
results anticipated by management will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on our
business operations. Readers are cautioned not to place undue reliance on
such forward-looking statements as they speak only of the Company's views as of
the date the statement was made. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Overview
Until
December 31, 2008, CX2 Technologies, Inc. was engaged in the development and
sale of its 220 MHz digital wireless data communications technologies and
related services.
The
Company previously marketed CX2 branded data technology and services for use by
various commercial/industrial applications and the Homeland Security/Public
Safety sector. Due to advances in 220 MHz technology and equipment and the
lower costs generally associated with lower frequency band usage in comparison
to cellular telephone and other wireless communications services, management
believed a broad spectrum of potential commercial and public safety/emergency
disaster relief end-users may find the Company's services advantageous and
desirable, which could result in fee-based subscribership and/or high margin
technology sales.
As the
intellectual property underlying the CX2 branded technology was licensed from a
major shareholder, and this intellectual property was forfeited by this licensor
shareholder to one of its creditors, the Company lost its ability to continue
developing and marketing its products and services. As a result, the
Company now has no operations and is seeking to acquire or merge with a revenue
producing company as a possible way to preserve some shareholder value.
However, there can be no assurance that this will occur.
We have a
working capital shortage and must continue to seek and secure significant
capital from outside funding sources as our cash flow from operations is
insufficient to sustain operations. No assurances can be given that we
will be successful in obtaining such needed capital. Our inability to
promptly secure needed capital will materially adversely affect the Company and
its operations, as we believe our current cash position and anticipated receipt
of revenues will enable us to sustain current operations for up to approximately
one month from the date of this filing.
12
We have
no financing sources in place and no assurances can be given as to the
availability of any financing, or if available, the terms thereof. We will
require additional capital within the next month to continue our operations, the
failure of which to obtain could materially adversely affect the Company and its
business.
The
Company has limited assets and capital. For our fiscal year ended March
31, 2009, we had a net loss of $565,001, and for the nine months ended December
31, 2009, we had a net loss of $129,287.
Results
of Operations
Three
months ended December 31, 2009 compared to the three months ended December 31,
2008
Revenues.
Revenues from operations for the three months ended December 31, 2009 of
$1,211 reflected a decrease of $62,590 from the three months ended December 31,
2008 revenues of $63,801, due to a decrease in sales of equipment, primarily
base stations. We had minimal revenues in both quarters as we had largely
ceased marketing our products and services.
Cost of
Sales. There were no costs of sales for the three months ended
December 31, 2009 and the three months ended December 31, 2008 due to having no
sales in the three months ended December 31, 2009, and, for the three months
ended December 31, 2009, due to the Company's decision to adjust its radio
inventory that was considered obsolete at March 31, 2008.
Operating
Expenses. Operating expenses decreased by $253,524 to $34,174 for
the three months ended December 31, 2009, as compared to $287,698 for the three
months ended December 31, 2008, as a result of a decrease in marketing and
investor relations costs.
Net
Loss. The Company's net loss was $32,963 for the three months ended
December 31, 2009, as compared to a net loss of $228,686 for the three months
ended December 31, 2008.
Nine
months ended December 31, 2009 compared to the nine months ended December 31,
2008
Revenues.
Revenues from operations for the nine months ended December 31, 2009
reflected a decrease of $96,491 from the nine months ended December 31, 2008,
due to a decrease in sales of equipment, primarily base stations. Revenues
in both periods were minimal as the Company had not yet fully commenced its
operations and no longer plans to do so unless and until a new source of
operations is acquired by the Company.
Cost of
Sales. There were no costs of sales for the nine months ended
December 31, 2009 and the nine months ended December 31, 2008, due to the
Company's decision to adjust its radio inventory that was considered obsolete at
March 31, 2008.
Operating
Expenses. Operating expenses decreased by $433,572 to $132,998 for
the nine months ended December 31, 2009, as compared to $566,570 for the nine
months ended December 31, 2008, as a result of a decrease in marketing and
investor relations costs.
Net
Loss. The Company's net loss was $129,287 for the nine months ended
December 31, 2009, as compared to a net loss of $475,893 for the nine months
ended December 31, 2008.
Liquidity
and Capital Resources
Our
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 capital and revenue resources to
enable us to achieve profitable operations. To the extent that we are unable to
obtain additional working capital from operations and/or other sources as
required or otherwise desired, our financial statements will be materially
affected and we may be forced to curtail our operations.
We were
in a working capital shortage at the fiscal year end of March 31, 2009 and at
December 31, 2009, and cash flow from operations is insufficient to sustain our
operations as of the date of this filing. As of the date of this filing,
the Company still requires additional financing to sustain operations until a
new source of potential revenue can be located. No assurances are given that we
will be successful in obtaining additional needed capital. Our inability
to secure such additional capital will materially adversely affect the Company
and its operations. We believe our current cash position after funding and
anticipated receipt of revenues will enable us to sustain current operations for
up to approximately one month.
13
At
December 31, 2009, we had stockholders' deficiency of $1,156,577 total assets of
$108,275 and total current liabilities of $1,264,852. For the nine months ended
December 31, 2009, we have incurred losses of $129,287 and for the nine months
ended December 31, 2009, we used cash in operations of $74,644. Our operations
and acquisitions have been funded by the sale of equity in private equity
financing from accredited investors and by loans from our management. These
funds have been used for working capital and general corporate purposes and
acquisition and licensing costs in furtherance of our business plan. There are
no current arrangements with purchasers for any of our securities.
In the
event we are unable to raise additional capital within the next one month, such
event will significantly restrict and possibly cause us to cease our operations
which would have a substantial adverse effect on the Company and
shareholders.
We do not
currently anticipate any material capital expenditures for our existing
operations. We do not currently anticipate purchasing, leasing or selling
any plant or significant equipment during approximately the next twelve (12)
months. To the extent that we engage in any acquisitions, we plan to utilize
shares of the Company's common stock for such purposes, and may assume certain
obligations and debt in such transactions. Such common stock issuance, as
well as any common stock issuance for cash to the extent affected, will have the
effect of creating further shareholder dilution.
We do not
believe that inflation has had a material effect on our results of operations.
However, there can be no assurances that our business will not be affected by
inflation in the future.
We have
no off balance sheet arrangements.
Critical
Accounting Policies and Estimates
Note 4 of
the Notes to the Financial Statements, includes a summary of the significant
accounting policies and methods used in the preparation of our Financial
Statements. We consider the following accounting policies and methods to
be the most important to our financial position and results of operations,
either because of the significance of the financial statement item or because
they require the exercise of significant judgment or the use of estimates.
In addition, Financial Reporting Release No. 61 requires all companies to
include a discussion to address, among other things, liquidity, off-balance
sheet arrangements, contractual obligations and commercial
commitments.
Revenue
Recognition
Revenue
from users for network services is recognized at the time that the services are
provided. Revenue from sales of radios and other related equipment is
recognized at date of delivery to the customer and collection is reasonably
assured. Revenue from consulting services is recognized at the time that
the services are provided.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a
smaller reporting company, the Company is not required to provide Part I, Item 3
disclosure in this Quarterly Report.
14
ITEM
4T. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the design and operation of our disclosure controls and
procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of December 31, 2009. Based on that evaluation, our principal
executive officer and our principal financial officer concluded that the design
and operation of our disclosure controls and procedures were effective.
The design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. However, management believes that
our system of disclosure controls and procedures is designed to provide a
reasonable level of assurance that the objectives of the system will be
met.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
15
PART
II
OTHER
INFORMATION
ITEM
1A. Risk Factors.
There
have been no material changes to the risk factors discussed in Item 1A of
our Annual Report on Form 10-K for the fiscal year ended March 31,
2009.
ITEM 5. Other
Information.
During
the quarter ended December 31, 2009, the Company entered into two promissory
notes in favor of GEOCommand, Inc., a consultant to the Company – one dated
November 25, 2009 in the principal amount of $1,784.80 and one dated November
30, 2009 in the principal amount of $6,569.06. The proceeds of the notes
were used by the Company for working capital. The notes are due on
demand and do not bear interest.
In
addition, the Company entered into an amended promissory note in favor of
GEOCommand, Inc. dated March 31, 2009 in the principal amount of
$33,073.88. This note is due on demand and does not bear
interest.
ITEM 6. Exhibits and Reports on Form
8-K.
|
(a)
|
Exhibits:
|
|
|
10.24
|
Promissory
Note dated March 31, 2009 issued by CX2 Technologies, Inc. in favor of
GEOCommand, Inc. in the principal amount of
$33,073.88
|
|
10.25
|
Promissory
Note dated November 25, 2009 issued by CX2 Technologies, Inc. in favor of
GEOCommand, Inc. in the principal amount of
$1,784.80
|
|
10.26
|
Promissory
Note dated November 30, 2009 issued by CX2 Technologies, Inc. in favor of
GEOCommand, Inc. in the principal amount of
$6,569.06
|
|
|
31
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Executive and Principal
Financial Officer
|
|
32
|
Section
1350 Certification
|
|
(b)
|
Reports
on Form 8-K:
|
None.
16
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.
|
Date:
June 25, 2010
|
CX2
Technologies, Inc.
|
|
(Registrant)
|
|
|
By: /s/
Lester Hahn
|
|
|
Lester
Hahn, Chief Executive Officer, Principal Executive,
|
|
|
Financial
and Accounting
Officer
|
17