Attached files
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EX-31.2 - MIKOJO Inc | v203582_ex31-2.htm |
EX-32.1 - MIKOJO Inc | v203582_ex32-1.htm |
EX-31.1 - MIKOJO Inc | v203582_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
Quarter ended September 30, 2010
Commission
File Number: 000-53185
MIKOJO
INCORPORATED
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
95-3797580
|
|
(State
of organization)
|
(I.R.S.
Employer Identification
No.)
|
1840
Gateway Drive, Suite 200
|
Foster
City, CA 94404
|
(Address
of principal executive
offices)
|
(650)
283-2653
|
Registrant’s
telephone number, including area
code
|
Former
address if changed since last
report
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months and (2) has been subject to
such filing requirements for the past 90 days. Yes ¨ No x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, 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 (or for such shorter period that the registrant was required to submit
and post such files); Yes ¨ 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
¨
(Do not check if a
smaller
reporting
company)
|
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). Yes ¨ No
x
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock $.0001 par value
There
were 28,061,200 shares of common stock outstanding as of November 1,
2010.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
|
||
ITEM
1.
|
INTERIM
FINANCIAL STATEMENTS
|
3
|
ITEM
2.
|
MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
|
16
|
ITEM
3
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
20
|
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
20
|
PART
II - OTHER INFORMATION
|
||
ITEM
1.
|
LEGAL
PROCEEDINGS
|
20
|
ITEM
1A
|
RISK
FACTORS
|
20
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
21
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
21
|
ITEM
4.
|
(REMOVED
AND RESERVED)
|
21
|
ITEM
5.
|
OTHER
INFORMATION
|
21
|
ITEM
6.
|
EXHIBITS
|
21
|
SIGNATURES
|
22
|
2
PART
I FINANCIAL INFORMATION
ITEM
1. INTERIM FINANCIAL
STATEMENTS
MIKOJO
INCORPORATED
CONDENSED
CONSOLIDATED BALANCE SHEETS
As of
September 30,
2010
|
As of
June 30, 2010
|
|||||||
(Unaudited)
|
(audited)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 496 | $ | 496 | ||||
Deposits
|
14,468 | 14,468 | ||||||
Total
Current Assets
|
14,964 | 14,964 | ||||||
OTHER
ASSETS
|
||||||||
Other
sundry assets
|
3,854 | 3,584 | ||||||
TOTAL
ASSETS
|
18,818 | 18,818 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
$ | 555,316 | $ | 253,886 | ||||
Notes
payable
|
1,725,000 | 1,725,000 | ||||||
Notes
payable—shareholders
|
27,543 | 27,543 | ||||||
Total
Current Liabilities
|
2,307,859 | 2,006,429 | ||||||
TOTAL
LIABILITIES
|
2,307,859 | 2,006,429 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Common
stock, $0.0001 par value, 100,000,000 shares authorized, 28,061,200 shares
issued and outstanding as of June 30, 2010 and September 30, 2010,
respectively
|
2,806 | 2,806 | ||||||
Additional
paid-in capital
|
461,068 | 461,068 | ||||||
Retained
deficit
|
(2,311,245 | ) | (2,009,815 | ) | ||||
Accum.
other comprehensive income
|
33,330 | 33,330 | ||||||
Subtotal
|
(1,814,041 | ) | (1,512,611 | ) | ||||
Less: Treasury
stock
|
(475,000 | ) | (475,000 | ) | ||||
Total
Stockholder deficit
|
(2,289,041 | ) | (1,987,611 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 18,818 | $ | 18,818 |
The
accompanying notes are an integral part of the financial
statements.
3
MIKOJO
INCORPORATED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the 3-
month period
ended
September 30,
2010
|
For the 3-month
period ended
September 30,
2009
|
|||||||
SALES
|
$ | - | $ | 318 | ||||
Total
revenues:
|
$ | - | $ | 318 | ||||
EXPENSES
|
||||||||
General
and administrative expenses
|
$ | 286,863 | $ | 32,350 | ||||
Total
Expenses
|
286,863 | 32,350 | ||||||
LOSS
FROM OPERATIONS
|
(286,863 | ) | (32,350 | ) | ||||
OTHER
INCOME (EXPENSES)
|
||||||||
Write-off
due from parent
|
- | (8,214 | ) | |||||
Interest
expense
|
14,567 | - | ||||||
Net
Loss
|
(301,430 | ) | (40,246 | ) | ||||
PER
SHARE DATA:
|
||||||||
Basic
loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
Average Common Shares Outstanding
|
28,061,200 | 26,415,252 |
The
accompanying notes are an integral part of the financial
statements.
4
MIKOJO
INCORPORATED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
For the 3-
month period
ended
September
30, 2010
|
For the 3-
month
period ended
September
30, 2009
|
|||||||
CASH
FLOW FROM OPERATING ACTIVITIES
|
||||||||
Net
Loss
|
$ | (301,430 | ) | $ | (40,246 | ) | ||
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities
|
||||||||
Decrease
in deposits
|
- | - | ||||||
(Increase)
in accounts receivable
|
- | (318 | ) | |||||
Increase
in accounts payable
|
86,863 | 15,018 | ||||||
Increase
in accrued interest
|
14,567 | - | ||||||
Share-based
compensation
|
200,000 | - | ||||||
Write-off
due from parent
|
- | 8,214 | ||||||
Net
Cash provided by (used in) Operating Activities
|
$ | - | $ | (17,333 | ) | |||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
$ | - | $ | - | ||||
Net
Cash provided by (used in) Investing activities
|
$ | - | $ | - | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Notes
payable
|
- | 475,000 | ||||||
Notes
payable—stockholders
|
- | 17,391 | ||||||
Less: treasury
stock
|
- | (475,000 | ) | |||||
Net
Cash provided by (used in) Financing Activities
|
$ | - | $ | 17,391 | ||||
NET
INCREASE (DECREASE) IN CASH
|
- | 58 | ||||||
Cash
beginning of period
|
496 | 7,003 | ||||||
Cash
end of period
|
$ | 496 | $ | 7,061 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid during period for interest
|
$ | - | - | |||||
Cash
paid during period for income taxes
|
$ | - | - |
The accompanying notes are an integral
part of the financial statements.
5
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
BASIS
OF PRESENTATION
The
attached consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. As a
result, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes that
the disclosures made are adequate to make the information presented not
misleading. The consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company’s
Form 10-K as filed with the Securities and Exchange Commission on or
about. Operating results for the three months ended September
30, 2010 are not necessarily indicative of the results that may be expected for
the year ending June 30, 2011. For further information, refer to the
financial statements and footnotes thereto for the year ended June 30,
2010.
1 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
Mikojo
Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009
to enter into asset contribution transactions with Mikojo (Aust) Pty. Ltd., an
Australian entity and LOBIS, Inc. On March 2, 2009, Mikojo issued
2,000,000 shares of its common stock par value $0.0001 to its founder,
Accelerated Venture Partners, LLC for a total consideration of
$200.00. Pursuant to the terms of a Contribution to Controlled
Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and separate
Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and LOBIS,
respectively (all agreements dated as of March 17, 2009), Mikojo (Aust) and
LOBIS agreed to contribute all of their assets to Mikojo Incorporated and Mikojo
Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS as
consideration for the purchase of an aggregate of 24,000,000 common shares of
Mikojo (each party received 12,000,000 common shares), with a stated face value
of $0.0001 per share. These shares were then distributed to the
shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata
basis. The principal asset contributed by Mikojo (Aust) was an
agreement with InfoSpace, Inc. The principal asset contributed by
LOBIS was certain contract rights with respect to the acquisition of certain
intellectual property owned by a third party.
On July
20, 2009, LG Holding Corporation, a Colorado corporation (“LG”), LG Acquisition
Corporation, a Colorado corporation and newly-formed wholly-owned subsidiary of
LG (“Merger Sub”), and Mikojo entered into a merger agreement whereby Merger Sub
merged with and into Mikojo, with Mikojo remaining as the surviving
corporation. In connection with the Merger, the stockholders of
Mikojo exchanged all of their Mikojo stock for a total of 26,000,000 shares of
common stock of LG. Immediately prior to the Merger, certain existing
shareholders of LG tendered a total of 29,360,000 shares of LG’s common stock to
the company for cancellation in consideration of the Company issuing promissory
notes to such shareholders in the aggregate face amount of $475,000, which was
the agreed value of such tendered stock. Following this cancellation
of shares, the former shareholders of LG held an aggregate of 1,530,600 issued
and outstanding LG common shares including 1,000,000 shares of Common Stock,
which were escrowed pursuant to the promissory notes issued by the
Company. As a result, following the Merger LG had 27,530,600 shares
of its common stock issued and outstanding, of which approximately 97% were held
by the former shareholders of Mikojo.
6
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
1 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
Immediately
following the closing of the merger, the surviving company entered into an
Acquisition Agreement with Allan Reeh, a shareholder of the surviving company,
whereby the surviving company agreed to transfer 100% of its interest in its
wholly-owned subsidiary, No Worries Managed Network Services, Inc. and certain
rights owned by the surviving company to Reeh in exchange for Reeh’s assumption
of all liabilities and responsibilities with respect to the transferred
interests. Included in the assets transferred were all cash and cash
equivalents, prepaid expenses, fixed assets and accounts receivable related to
the subsidiary and Reeh assumed all accounts payable and any other liabilities
related thereto. Included in the rights transferred was the right to
use the names “LG Holding Corporation” and “No Worries Managed Network Services,
Inc.” together with all client agreements, both written and oral.
On
September 11, 2009, the surviving company (LG Holding Corporation, a Colorado
corporation) completed a merger with and into its wholly-owned subsidiary,
Mikojo Incorporated, a Delaware corporation, which resulted in (a) a change of
the Company’s domicile from the State of Colorado to the State of Delaware; (b)
a change of the name of the Company from LG Holding Corporation to Mikojo
Incorporated; (c) the right of each holder of the Company’s common shares to
receive one (1) share of Mikojo Incorporated common stock, par value $0.0001 per
share, for each one (1) share of the common stock of LG Holding
Corporation, par value $0.001 per share, owned by the holder as of the effective
time of the merger; (d) the persons presently serving as the Company’s executive
officers and directors serving in their same respective positions with Mikojo;
and (e) the adoption of Mikojo’s Certificate of Incorporation under the laws of
the State of Delaware, pursuant to which our authorized capital stock will be
100,000,000 shares, consisting of 100,000,000 shares of common stock, par value
$0.0001 per share and no preferred stock and the adoption of new
Bylaws under the laws of the State of Delaware.
Presentation
The
Company’s financial statements are presented with Mikojo Incorporated as the
surviving entity for accounting purposes and reflect the results of (a) the July
20, 2009 merger between LG Holding Corporation and Mikojo Incorporated where
Mikojo Incorporated became a wholly-owned subsidiary of LG Holding Corporation,
(b) the September 11, 2009 merger between Mikojo Incorporated and LG Holding
Corporation whereby LG Holding Corporation merged with and into Mikojo
Incorporated and (c) the Acquisition Agreement between LG Holding Corporation
and Allan Reeh whereby all of LG Holding Corporations assets and liabilities
were spun off on July 20, 2009. As a result, these financial
statements reflect only the operations of the surviving entity, Mikojo
Incorporated.
Basis
of Accounting
The
financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are
recorded as earned and expenses are recorded at the time liabilities are
incurred. The Company has adopted a June 30 year-end.
Cash
Equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
7
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
1
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CON’T)
Use
of Estimates
The
preparation of financial statements in conformity with 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.
Basic
Earnings Per Share
In
February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share.
Basic net
loss per share amounts is computed by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company. Common stock equivalents are excluded from the computation if their
effect is anti-dilutive. For all periods presented the Company has sustained
losses, which would make use of equivalent shares anti-dilutive.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), “Accounting for Income Taxes”. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax
expense (benefit) results from the
net change during the year
of deferred tax assets and
liabilities.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Revenue
Recognition
Revenue
is recognized on a monthly basis as realized and earned, on an accrual basis.
Revenue recognized to date is composed primarily of advertising revenue for
advertisements placed through the Company’s web site.
Property
and Equipment
Property
and equipment are recorded at cost. Depreciation is recognized for financial
reporting purposes on the straight-line method in amounts sufficient to amortize
the cost of the related asset over its estimated useful life. Maintenance,
repairs and minor renewals are charged to expense when incurred. Replacements
and major renewals are capitalized.
8
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
Research
and Development
The Company charges all research and
development costs to expense as incurred.
Recent Accounting
Pronouncements
In
February 2010, the FASB issued amended guidance on subsequent events to
alleviate potential conflicts between FASB guidance and SEC requirements. Under
this amended guidance, SEC filers are no longer required to disclose the date
through which subsequent events have been evaluated in originally issued and
revised financial statements. This guidance was effective immediately and we
adopted these new requirements for the period ended March 31, 2010. The adoption
of this guidance did not have a material impact on our financial
statements.
In
February 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various
Topics. This amendment eliminated inconsistencies and outdated
provisions and provided the needed clarifications to various topics within Topic
815. The amendments are effective for the first reporting period
(including interim periods) beginning after issuance (February 2, 2010), except
for certain amendments. The amendments to the guidance on accounting
for income taxes in a reorganization (Subtopic 852-740) should be applied to
reorganizations for which the date of the reorganization is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. For those reorganizations reflected in interim financial
statements issued before the amendments in this Update are effective,
retrospective application is required. The clarifications of the
guidance on the embedded derivates and hedging (Subtopic 815-15) are effective
for fiscal years beginning after December 15, 2009, and should be applied to
existing contracts (hybrid instruments) containing embedded derivative features
at the date of adoption. The Company does not expect the provisions
of ASU 2010-08 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958):
Not-for-Profit Entities: Mergers and Acquisitions. This amendment to
Topic 958 has occurred as a result of the issuance of FAS 164. The
Company does not expect the provisions of ASU 2010-07 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures
about fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements 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. Early adoption is
permitted. The Company does not expect the provisions of ASU 2010-06
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic
718). This standard codifies EITF Topic D-110 Escrowed Share
Arrangements and the Presumption of Compensation.
9
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
1 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical
Corrections to SEC Paragraphs.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic
932): Oil and Gas Reserve Estimation and Disclosures. This amendment
to Topic 932 has improved the reserve estimation and disclosure requirements by
(1) updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments. This is
effective for annual reporting periods ending on or after December 31,
2009. However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas- producing activities may
elect to provide those disclosures in annual periods beginning after December
31, 2009. Early adoption is not permitted. The Company
does not expect the provisions of ASU 2010-03 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not
change, the scope of current US GAAP. It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP. An entity will
be required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10). For those entities
that have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December 15,
2009. The amendments should be applied retrospectively to the first period that
an entity adopted FAS 160. The Company does not expect the provisions
of ASU 2010-02 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB issued Accounting Standards Update 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). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective
basis. The Company does not expect the provisions of ASU 2010-01 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
2 NOTES
PAYABLE SHAREHOLDERS (RELATED PARTY TRANSACTIONS)
As of
September 30, 2010, certain shareholders of the Company provided loans to the
Company for operating purposes. Such loans aggregated $27,543 at September 30,
2010. These advances are payable on demand and are non-interest
bearing. See also Note 4, Commitments and
Contingencies.
10
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
3
NOTES PAYABLE
Notes
payable comprise (a) Notes in the aggregate face amount of $475,000 payable to
certain shareholders of LG Holding Corporation which were issued in
consideration of the Company’s redemption of 29,360,500 shares of the Company’s
Common Stock. Since the Notes were not repaid within 150 days of July
20, 2009, the noteholder(s) received 1,000,000 additional shares of Mikojo
Incorporated Common Stock, and (b) a Note in the face amount of $1,250,000
payable to Computing Services Support Solutions, Inc. (“C3S”) pursuant to the
terms of an agreement dated as of September 22, 2008 by and between LOBIS, Inc.
and C3S. Payments under the note are conditioned on the Company
completing a financing.
4
COMMITMENTS
AND CONTINGENCIES
1) Effective
September 22, 2008, LOBIS entered into a Consulting Services Agreement with
Accelerated Venture Partners LLC, a company controlled by Timothy J.
Neher. The agreement requires AVP to provide LOBIS with certain
financial advisory services in consideration of cash compensation at a rate of
$65,000 per month. The payment of such compensation is subject to the
company’s achievement of certain designated milestones detailed in the agreement
and a company option to make a lump sum payment to AVP in lieu of all amounts
payable thereunder. This agreement has been assumed by the
Company.
2) Effective
February 12, 2009, Mikojo (Aust) entered into a Consulting Services Agreement
with Accelerated Venture Partners LLC, a company controlled by Timothy J.
Neher. The agreement requires AVP to provide Mikojo (Aust) with
certain financial advisory services in consideration of (a) an option granted by
the company to AVP to purchase up to ten percent of the company at a price of
$0.0001 per share subject to a repurchase option granted to the company to
repurchase the shares in the event the company fails to complete funding as
detailed in the agreement and (b) cash compensation at a rate of $150,000 per
month (not to exceed $3,000,000 in the aggregate). The payment of
such compensation is subject to the company’s achievement of certain designated
milestones detailed in the agreement and a company option to make a lump sum
payment to AVP in lieu of all amounts payable thereunder. This
agreement has been assumed by the Company.
3) On
October 6, 2008, LOBIS entered into an employment agreement with Dr. K.
Narayanaswamy to act as the company’s Chief Technology Officer for an “at will”
term at a base salary of $250,000 per year, commencing the completion of the
company’s first financing. LOBIS also agreed that senior management
of the company would recommend to the company’s board of directors that the
company options to Dr. Narayanaswamy to purchase up to 1,000,000 shares of the
company’s common stock pursuant to the terms detailed in the employment
agreement. LOBIS’ obligations under this employment agreement have been assumed
by the Company.
4) On
October 6, 2008, LOBIS entered into an employment agreement with Dr. Donald
Cohen to act as the company’s Chief Scientist for an “at will” term at a base
salary of $250,000 per year, commencing the completion of the company’s first
financing. LOBIS also agreed that senior management of the company
would recommend to the company’s board of directors that the company options to
Dr. Cohen to purchase up to 1,000,000 shares of the company’s common stock
pursuant to the terms detailed in the employment agreement. LOBIS’ obligations
under this employment agreement have been assumed by the Company.
5) On
January 22, 2010, the Company entered into a credit enhancement agreement (the
“Facility”) with Atlas Investment Corporation, pursuant to which Atlas will
issue Letters of Credit (LCs) to support Mikojo advertising expenses aggregating
approximately $23 million over a 14-month period.
11
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
4
COMMITMENTS AND
CONTINGENCIES (CON’T)
Under the
terms of the Facility, Atlas will provide LCs issued by acceptable banking
institutions to serve as collateral for the Company’s agreements with its
advertising partners. It is anticipated that LCs will be issued, released and
re-issued on a revolving basis and that the maximum amount of LCs outstanding at
any point in time will be $5,000,000. The Facility has an initial
term of 14 months, with an option to renew or rollover (at the sole discretion
of Atlas) for an additional 12-month period. The initial 14-month
time frame permits the Company to utilize a 2-month time period to ramp up its
advertising business, followed by 12 months of advertising
operations. Atlas has agreed to provide an initial LC in the amount
of $1,000,000 the first month of the Facility; two additional LCs aggregating an
additional $2,000,000 the second month and additional LCs totaling $2,000,000
the third month, to bring the aggregate total to the agreed
$5,000,000. It is anticipated that the aggregate amount of LCs to be
provided over the initial term of the Facility is approximately $23
million.
In
consideration of Atlas providing the Facility, the Company shall issue senior
debentures to Atlas over the initial term of the Facility aggregating $4,600,000
(subject to adjustment in the event the full amount of the Facility is not
utilized), which will have staggered maturity dates commencing 3 months
following the issuance of the initial LC. Unless the facility is
prematurely terminated, the $4,600,000 is the estimated minimum amount of
debentures the company expects to issue to Atlas. In addition to the
Facility, Atlas will have the first right of refusal to arrange for factoring of
the Company’s receivables that are generated by utilizing the LC collateral
provided by Atlas.
6) On
January 13, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC (“AVP”) pursuant to which AVP will work with
the Company to facilitate and support the development of advertising placements
and assist in the arrangement of credit enhancement and working capital
financing to support the Company’s placement of internet
advertising. The agreement is for a term commencing the date of the
Agreement and terminating concurrently with the termination of all internet
advertising revenue to the Company. In consideration of Accelerated’s
services, the Company agreed to pay a consulting fee equal to four percent (4%)
of the gross revenues generated from the Company’s advertising placements on the
internet, regardless of the source of such revenues, payable immediately upon
receipt by the Company of all payments on account of such internet
advertising.
7) On
January 13, 2010, the Company entered into a Consulting Agreement with Robert
Gray, vSource1, Inc. and Scarborough Capital pursuant to which the consultants
will work with the Company to support the development of financing for
advertising placements for paying sponsors on the internet and to introduce the
Company to third parties who could potentially participate with the Company in
internet advertising activities. The agreement is for a term
commencing the date of the Agreement and terminating upon the termination of all
financing contracts supporting the Company’s internet advertising
activities. In consideration of the consultant’s
services, the Company agreed to pay a consulting fee equal to three percent (3%)
of the amount of financing made available to the Company on a monthly basis
which is used to facilitate the Company’s advertising placement for paying
sponsors on the internet.
12
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
4
COMMITMENTS AND
CONTINGENCIES (CON’T)
8) On
January 13, 2010, the Company entered into a Consulting Agreement with Adam
Nettlefold pursuant to which he will (a) assist the Company in developing an
advanced search infrastructure appropriate for its business; (b) advise and
assist the Company with respect to its advertising, ad placement and business
plan; (c) advise and assist the Company with respect to its sales and marketing
strategy and plans and (d) provide such other general consulting services
relating to the foregoing as the Company’s Chief Executive Officer or board of
directors may request. The agreement commences upon execution and is
terminable upon written notice by either party. In consideration of the
consultant’s services, the Company agreed to issue a non-qualified option
(pursuant to the Company’s 2009 Stock Plan) to purchase 1,200,000 shares of the
Company’s common stock at an exercise price of $0.01 per share. The
Company shall have a re-purchase option with respect to the shares which are the
subject of the option which shall lapse with respect to 6.25% of the total
number of shares which are the subject of the option three (3) months after the
effective date of the agreement, and the re-purchase option shall further lapse
ratably with respect to the remaining shares on a monthly basis thereafter over
a 45-month period. At such time as the Company is funded with an
agreed level of outside financing, and upon the mutual agreement of the Company
and the consultant, the agreement will terminate and the Company shall hire the
consultant as its Vice President of Internet Advertising at an annual base
salary of $220,000, together with an incentive compensation agreed by the
Company’s board of directors (including provision for a severance payment upon a
termination without cause).
9) On
January 24, 2010, the Company entered into a Consulting Agreement with Frank
Cuda pursuant to which he will (a) assist the Company in developing business
relationships, search scenarios and key word identification strategies
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement and business plan; (c) advise and assist the
Company with respect to its sales and internet ad building and (d) provide such
other general consulting services relating to the foregoing as the Company’s
Chief Executive Officer or board of directors may request. The
agreement commences upon execution and is terminable upon written notice by
either party. In consideration of the consultant’s services, the Company agreed
to issue a non-qualified option (pursuant to the Company’s 2009 Stock Plan) to
purchase 100,000 shares of the Company’s common stock at an exercise price of
$0.01 per share. The Company shall have a re-purchase option with
respect to the shares which are the subject of the option which shall lapse with
respect to 6.25% of the total number of shares which are the subject of the
option three (3) months after the effective date of the agreement, and the
re-purchase option shall further lapse ratably with respect to the remaining
shares on a monthly basis thereafter over a 45-month period. At such
time as the Company is funded with an agreed level of outside financing, and
upon the mutual agreement of the Company and the consultant, the agreement will
terminate and the Company shall hire the consultant as its Internet Advertising
Manager at an annual base salary of $90,000, together with an incentive
compensation agreed by the Company’s board of directors.
10) On
January 23, 2010, the Company entered into a Consulting Agreement with Ian Evans
pursuant to which he will (a) assist the Company in developing business
relationships, search scenarios and key word identification strategies
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement, business plan and IT infrastructure; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy and plans and (d) provide such other general consulting services
relating to the foregoing as the Company’s Chief Executive Officer or board of
directors may request. The agreement commences upon execution and is
terminable upon written notice by either party. In consideration of the
consultant’s services, the Company agreed to issue a non-qualified option
(pursuant to the Company’s 2009 Stock Plan) to purchase 200,000 shares of the
Company’s common stock at an exercise price of $0.01 per share. The
Company shall have a re-purchase option with respect to the shares which are the
subject of the option which shall lapse with respect to 6.25% of the total
number of shares which are the subject of the option three (3) months after the
effective date of the agreement, and the re-purchase option shall further lapse
ratably with respect to the remaining shares on a monthly basis thereafter over
a 45-month period. At such time as the Company is funded with an
agreed level of outside financing, and upon the mutual agreement of the Company
and the consultant, the agreement will terminate and the Company shall hire the
consultant as its Sr. Manager of Business Development at an annual base salary
of $130,000, together with an incentive compensation agreed by the Company’s
board of directors (including provision for a severance payment upon a
termination without cause).
13
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
4
COMMITMENTS AND
CONTINGENCIES (CON’T)
11) On
January 23, 2010, the Company entered into a Consulting Agreement with James E.
Cates pursuant to which he will (a) serve as acting CEO assisting the Company in
developing an advanced search infrastructure appropriate for its business; (b)
advise and assist the Company with respect to its general operations and
advertising, ad placement and its business plan; (c) advise and assist the
Company with respect to its advertising, sales and marketing strategy and plans
and (d) provide such other general consulting services relating to the foregoing
as the Company’s Chief Executive Officer or board of directors may
request. The agreement commences upon execution and is terminable
upon written notice by either party. In consideration of the consultant’s
services, the Company agreed to issue a non-qualified option (pursuant to the
Company’s 2009 Stock Plan) to purchase 1,000,000 shares of the Company’s common
stock at an exercise price of $0.01 per share. The Company shall have
a re-purchase option with respect to the shares which are the subject of the
option which shall lapse with 1/36 of the shares which are the subject of the
option over a 36 month period from the date of the
agreement. Further, the repurchase right shall lapse with respect to
50% of such shares upon the consultant executing an employment agreement with
the Company, with the remaining 50% of such shares being incorporated into the
employment agreement. At such time as the Company is funded with an agreed level
of outside financing, and upon the mutual agreement of the Company and the
consultant, the agreement will terminate and the Company shall hire the
consultant as its Chief Executive Officer at an annual base salary of $300,000,
together with an incentive compensation agreed by the Company’s board of
directors.
12) On
January 23, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC to which it will (a) assist the Company in
developing its infrastructure, controls and procedures appropriate for its
business; (b) advise and assist the Company with respect to its advertising, ad
placement, business planning, human resources and investor relations; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy, contracts and SEC reporting requirements and (d) provide such other
general consulting services relating to the foregoing as the Company’s Chief
Executive Officer or board of directors may request. The agreement
commences upon execution and is terminable upon written notice by either party.
In consideration of the consultant’s services, the Company agreed to issue a
non-qualified option (pursuant to the Company’s 2009 Stock Plan) to purchase
1,500,000 shares of the Company’s common stock at an exercise price of $0.01 per
share. The Company shall have a re-purchase option with respect to
the shares which are the subject of the option which shall lapse with respect to
6.25% of the total number of shares which are the subject of the option three
(3) months after the effective date of the agreement, and the re-purchase option
shall further lapse ratably with respect to the remaining shares on a monthly
basis thereafter over a 33-month period. At such time as the Company
is funded with an agreed level of outside financing, the Company will pay the
consultant a monthly fee of $25,000 together with an agreed incentive
plan.
14
MIKOJO
INCORPORATED
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(UNAUDITED)
5
|
STOCK
OPTION PLAN/SHARE-BASED
COMPENSATION
|
The
Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that
includes both incentive stock options and nonqualified stock options to be
granted to employees, officers, and consultants, independent contractors,
directors and affiliates of the Company. The board of directors establishes the
terms and conditions of all stock options grants, subject to the Plan and
applicable provisions of the Internal Revenue Code. Incentive stock options must
be granted at an exercise price not less than the fair market value of the
common stock on the grant date. The options expire on the date determined by the
board of directors.
The
following table details grants to date under the 2009 Plan together with the
value attributed to each grant based on the Black-Scholes valuation model,
assuming a stock price of $1.00, an exercise price of $0.01 per share, a
five-year maturity, an annual risk-free rate of 3% and annualized volatility of
300%. The Company amortizes such valuation on a monthly basis over
the term of each such option.
Mikojo
Incorporated
Stock
Options (2009 Stock Plan)
Black Scholes
|
Monthly
|
||||||||||||||||||||||
Optionee
|
Shares
|
Date Granted
|
Expiration Date
|
Exercise Price
|
Valuation
|
Term (Mos.)
|
Amortization
|
||||||||||||||||
Adam
Nettlefold
|
1,200,000 |
1/13/2010
|
1/13/2015
|
$ | 0.01 | $ | 1,200,000 | 60 | $ | 20,000.00 | |||||||||||||
Frank
Cuda
|
100,000 |
1/24/2010
|
1/24/2015
|
$ | 0.01 | $ | 100,000 | 60 | $ | 1,666.67 | |||||||||||||
Ian
Evans
|
200,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 200,000 | 60 | $ | 3,333.33 | |||||||||||||
James
E. Cates
|
1,000,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 1,000,000 | 60 | $ | 16,666.67 | |||||||||||||
Accelerated
Venture Partners, LLC
|
1,500,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 1,500,000 | 60 | $ | 25,000.00 | |||||||||||||
Total
|
4,000,000 | $ | 4,000,000 | $ | 66,666.67 |
Accordingly,
for the three months ended September 30, 2010, the Company recognized aggregate
share-based compensation amounts of $200,000.
6
|
GOING
CONCERN
|
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown on the accompanying
balance sheet as of September 30, 2010, the Company’s current liabilities
exceeded its current assets by $1,884,191 and its total liabilities exceeded its
total assets by $2,289,041. As of September 30, 2010 the Company has only $496
in cash which will not be sufficient to fund future operations. These
circumstances raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty. The Company is dependent on advances from its principal
shareholders for continued funding. There are no commitments or
guarantees from any third party to provide such funding nor is there any
guarantee that the Company will be able to access the funding it requires to
continue its operations.
7
|
STOCKHOLDERS'
DEFICIT
|
The
stockholders' deficit section of the Company contains the following classes of
capital stock as of September 30, 2010:
Common
stock, $0.0001 par value: 100,000,000 shares authorized; 28,061,200 shares
issued and outstanding.
All
amounts shown in the financial statements have been adjusted retroactively to
show the impact of a the merger between LG Holding Corporation and Mikojo
Incorporated which took place on July 20, 2009 and the subsequent merger of LG
Holding Corporation into Mikojo Incorporated which took place on September 11,
2009.
15
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
discussion contains forward-looking statements. The reader should understand
that several factors govern whether any forward-looking statement contained
herein will be or can be achieved. Any one of those factors could cause actual
results to differ materially from those projected herein. These forward-looking
statements include plans and objectives of management for future operations,
including plans and objectives relating to the products and the future economic
performance of the company. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions, future business decisions, and the time and money required to
successfully complete development projects, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
company. Although the company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of those
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in any of the forward-looking statements contained
herein will be realized. Based on actual experience and business development,
the company may alter its marketing, capital expenditure plans or other budgets,
which may in turn affect the company's results of operations. In light of the
significant uncertainties inherent in the forward-looking statements included
therein, the inclusion of any such statement should not be regarded as a
representation by the company or any other person that the objectives or plans
of the company will be achieved.
Critical Accounting Policies and
Estimates
The
discussion and analysis of our financial condition and results of operations is
based upon our financial statements which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities. Currently, our only
estimate is that of depreciation expense. We base our estimates on historical
experience and on other assumptions that we believes to be reasonable under the
circumstances, the results of which form our basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Going
Concern
Our
independent auditors have added an explanatory paragraph to their audit issued
in connection with the financial statements for the period ended June 30, 2010,
relative to our ability to continue as a going concern. This means that there is
substantial doubt that we can continue as an ongoing business for the next 12
months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our
business. Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue operations in which case you
could lose your investment. Because our auditors have issued a going concern
opinion, there is substantial uncertainty we will continue operations. We will
need to raise additional investment capital to fund our operations beyond that
date and until we can operate on a cash flow positive basis. There is no
guarantee that we will be able to obtain such additional funding or that any
funding will be offered on terms and conditions which are acceptable to
us.
16
Fair
Values of Financial Instruments
At
September 30, 2010, fair values of cash and cash equivalents, accounts
receivable, accounts payable, accrued expenses and notes payable approximate
their carrying amount due to the short period of time to maturity.
Property
and equipment
We record
property and equipment at cost and calculate depreciation using the
straight-line method over the estimated useful life of the assets, which is
estimated to be three years. Expenditures for maintenance and repairs, which do
not improve or extend the expected useful life of the assets, are expensed to
operations while major repairs are capitalized. The gain or loss on disposal of
property, plant and equipment is the difference between the net sales proceeds
and the carrying amount of the relevant assets, and, if any, is recognized in
the statements of operations.
Stock-based
compensation
As of
January 1, 2006, SFAS No. 123R, Share-Based Payment, became
effective for all companies and addresses the accounting for share-based payment
transactions. SFAS No. 123R eliminates the ability to account for
share-based compensation transactions using APB No. 25, and generally
requires instead that such transactions be accounted and recognized in the
statement of operations based on their fair value.
The
Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that
includes both incentive stock options and nonqualified stock options to be
granted to employees, officers, and consultants, independent contractors,
directors and affiliates of the Company. The board of directors establishes the
terms and conditions of all stock options grants, subject to the Plan and
applicable provisions of the Internal Revenue Code. Incentive stock options must
be granted at an exercise price not less than the fair market value of the
common stock on the grant date. The options expire on the date determined by the
board of directors.
The
following table details grants to date under the 2009 Plan together with the
value attributed to each grant based on the Black-Scholes valuation model,
assuming a stock price of $1.00, an exercise price of $0.01 per share, a
five-year maturity, an annual risk-free rate of 3% and annualized volatility of
300%. The Company amortizes such valuation on a monthly basis over
the term of each such option.
Mikojo
Incorporated
Stock
Options (2009 Stock Plan)
Black Scholes
|
Monthly
|
||||||||||||||||||||||
Optionee
|
Shares
|
Date Granted
|
Expiration Date
|
Exercise Price
|
Valuation
|
Term (Mos.)
|
Amortization
|
||||||||||||||||
Adam
Nettlefold
|
1,200,000 |
1/13/2010
|
1/13/2015
|
$ | 0.01 | $ | 1,200,000 | 60 | $ | 20,000.00 | |||||||||||||
Frank
Cuda
|
100,000 |
1/24/2010
|
1/24/2015
|
$ | 0.01 | $ | 100,000 | 60 | $ | 1,666.67 | |||||||||||||
Ian
Evans
|
200,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 200,000 | 60 | $ | 3,333.33 | |||||||||||||
James
E. Cates
|
1,000,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 1,000,000 | 60 | $ | 16,666.67 | |||||||||||||
Accelerated
Venture Partners, LLC
|
1,500,000 |
1/23/2010
|
1/23/2015
|
$ | 0.01 | $ | 1,500,000 | 60 | $ | 25,000.00 | |||||||||||||
Total
|
4,000,000 | $ | 4,000,000 | $ | 66,666.67 |
Accordingly,
for the three months ended September 30, 2010, the Company recognized aggregate
share-based compensation amounts of $200,000.
17
Results
of Operations
Quarter
Ended September 30, 2010.
The
following table summarizes the results of our operations during the quarter
ended September 30, 2010 together with comparable data for the period ended
September 30, 2009.
September
30, 2010
|
September
20, 2009
|
|||||||
Revenues
|
- | 318 | ||||||
Cost
of Services
|
- | - | ||||||
Selling,
General and Administrative Expense
|
286,863 | 32,350 | ||||||
Interest
expense
|
14,567 | - | ||||||
Depreciation
& amortization
|
- | - | ||||||
Interest
income & other
|
- | (8,214 | ) | |||||
Net
income (loss)
|
(301,430 | ) | (40,246 | ) | ||||
Earnings
(Loss) per common share
|
(.00 | ) | (0.00 | ) |
We had no
revenues for the quarter ended September 30, 2010 due to our lack of access to
additional capital to be utilized to purchase internet advertising.
Selling,
general and administrative expenses were $286,863 in the quarter ended September
30, 2010. The largest component was $200,000 share-based compensation
based on the value of certain stock options which are being amortized over their
term. Other expenses primarily comprised costs associated compliance
with securities laws and regulations, expense of consultants and investor
relations expense.
During
the quarter ended September 30, 2010 we incurred a net loss of
$(301,430). Loss per common share for the quarter ended September 30,
2010 was $(0.00).
Cash
Flow Items
The
following table provides the statements of net cash flows for the three months
ended September 30, 2010 together with comparable data for the period ended
September 30, 2009:
Three Months
Ended September
30, 2010
|
Three Months
Ended September
30, 2010
|
|||||||
Net
Cash Provided By (used in) Operating Activities
|
- | (17,333 | ) | |||||
Net
Cash Used in Investing Activities
|
- | - | ||||||
Net
Cash Provided by Financing Activities
|
- | 17,391 | ||||||
Net
Increase (decrease) in Cash and Cash
Equivalents
|
- | 58 | ||||||
Cash
and Cash Equivalents - Beginning of Period
|
496 | 7,003 | ||||||
Cash
and Cash Equivalents - End of Period
|
496 | 7,061 |
18
Balance Sheet
Items
As of
September 30, 2010, we had total current assets of $14,964. Our total
assets as of September 30, 2010 were $18,818. We had total current
liabilities of $2,307,859 as of September 30, 2010.
As of
September 30, 2010, our total Stockholders’ Deficit was $2,289,041.
Liquidity
and Capital Resources
As of
September 30, 2010, we had $496 cash, a working capital deficit of $1,884,191 and an
accumulated deficit of $2,292,895 through September 30, 2010. Our
operating activities provided $0 in cash for the quarter period ended September
30, 2010.
Management believes that the Company will require a
significant cash infusion over the next twelve months. Historically, we
have depended on loans from our principal shareholders and their affiliated
companies to provide us with working capital as required. There is no guarantee
that such funding will be available when required and there can be no assurance
that our stockholders, or any of them, will continue making loans or advances to
us in the future.
We
believe that the level of financial resources is a significant factor for our
future development, and accordingly we may choose at any time to raise capital
through private debt or equity financing to strengthen its financial position,
facilitate growth and provide us with additional flexibility to take advantage
of business opportunities. However, we do not have immediate plans to have a
public offering of our common stock. There is no guarantee that any
of these efforts to raise capital will be successful.
Loans
Payable
As of
September 30, 2010, certain shareholders of the Company provided loans to the
Company for operating purposes. Such loans aggregated $27,543 at September 30,
2010. These advances are payable on demand and are non-interest
bearing.
Notes
payable comprise (a) Notes in the aggregate face amount of $475,000 payable to
certain shareholders of LG Holding Corporation which were issued in
consideration of the Company’s redemption of 29,360,500 shares of the Company’s
Common Stock which the Company valued at $475,000. Since the Notes
were not repaid within 150 days of July 20, 2009, the noteholder(s) received (on
a pro-rata basis) an aggregate of 1,000,000 additional shares of Mikojo
Incorporated Common Stock which had been previously issued, but held in escrow,
and (b) a Note in the face amount of $1,250,000 payable to Computing Services
Support Solutions, Inc. (“C3S”) pursuant to the terms of an agreement dated as
of September 22, 2008 by and between LOBIS, Inc. and C3S. Payments
under the note are conditioned on the Company completing a
financing.
Long-Term
Debt
None.
Off-Balance
Sheet Arrangements
We do not
have any 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 is material to
investors.
19
Seasonality
Our
operating results are not affected by seasonality.
Inflation
Our
business and operating results are not affected in any material way by
inflation.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
4. 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 our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2010. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2010 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.
ITEM
1A. RISK
FACTORS.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item
20
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES
None.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM
4. (REMOVED
AND RESERVED)
ITEM
5. OTHER
INFORMATION
None.
ITEM
6. EXHIBITS
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
21
SIGNATURES
In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
MIKOJO
INCORPORATED
|
||
Dated:
November 22, 2010
|
||
By:
|
/s/
Timothy J. Neher
|
|
Timothy
J. Neher
|
||
Chief
Executive Officer and Director; Acting
Principal
Executive Officer and Principal
Financial
Officer
|
22
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
Certification
of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
23