UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

S

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the Quarterly Period Ended June 30, 2011

 

£

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the Transition Period From to

Commission File Number: 000-53559

 

Kensington Leasing, Ltd.

(Name of small business issuer specified in its charter)

 

Nevada		80-0214025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
1005 S. Center St.
Redlands, CA		92373
(Address of principal executive offices)		(Zip Code)

 

	(909) 708-3708
	(Registrant’s telephone number including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 S No £

 

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 registrant was required to submit and post such files). Yes £ No £

 

Indicate by check mark whether the registrant is a large accelerated filer, a non –accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

 

Large accelerated filer £	Accelerated filer          £
Non-accelerated filer  £	Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

 

As of August 19, 2011, the issuer had 46,929,128 shares of common stock (“Common Stock”) outstanding.

 

  

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying financial statements of Kensington Leasing, Ltd. (the “Company”, “Kensington”, “we” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on Form 10-K, as amended, previously filed with the Commission.

 

 

Kensington Leasing, Ltd.

(A Development Stage Company)

Consolidated Balance Sheets

 

		30-Jun-11				December 31, 2010 (Audited)
ASSETS
Current Assets
Cash		$	30,627			$	3,654
Notes receivable			156,030				155,000
Inventory, net of reserves			—				—
Investments			145,697				145,697
Prepaid expenses			85,000				100,000
Total Current Assets			417,355				404,352
Non-Current Assets
Fixed asset, net			51,265				33,347
Intangible assets, net of impairment			7,700,781				82,153
Total Non-Current Assets			7,752,046				115,500
TOTAL ASSETS			8,169,401				519,852
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable			9,077				6,506
Notes payable			49,222				—
Accrued interest			—				—
Due to related parties			—				—
Total Liabilities			58,299				6,506
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 46,929,128 and 14,529,128 shares issued and outstanding respectively			46,929				14,529
Paid in capital			8,753,258				1,060,658
Other comprehensive loss			(6,759	)			(14,895	)
Net income/(loss) accumulated during development stage			(682,327	)			(546,946	)
Total Stockholders Equity			8,111,101				513,346
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	8,169,401			$	519,852

  

See notes to consolidated financial statements

 

 

Kensington Leasing, Ltd.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

		For  the six months ended June 30, 2011				For  the six months ended June 30, 2010				From  June 27, 2008 (Inception) to June 30, 2011
Revenue		$	2,550			$	4,071			$	6,621
Inventory obsolescence			—				—				(39,656	)
Cost of goods sold			(15,000	)			—				(15,000	)
Gross profit/(loss)			(12,450	)			4,071				(48,035	)
Operating expenses
General and administrative			45,460				55,897				281,478
Legal and accounting			64,608				93,338				420,870
Depreciation and amortization			12,863				679				18,977
Total expenses			122,931				149,914				721,325
Ordinary income (loss)			(135,381	)			(145,843	)			(769,360	)
Other income (loss)			—				115,000				87,033
Net income (loss)		$	(135,381	)		$	(30,843	)		$	(682,327	)
Income per share		$	(0.01	)		$	(0.02	)		$	(0.11	)
Weighted average common shares			22,143,493				1,379,667				6,480,231

  

Statements of Comprehensive Income (Loss)

 

		For  the six months ended June 30, 2011				For  the six months ended June 30, 2010				From  June 27, 2008 (Inception) to June 30, 2011
Net income (loss)		$	(135,381	)		$	(30,843	)		$	(682,327	)
Gain/(loss) on foreign currency conversion			8,136								8,136
Unrealized losses on available-for-sale securities			—				100,105				(14,895	)
Total comprehensive income (loss)		$	(127,245	)		$	69,262			$	(689,086	)

 

See notes to consolidated financial statements

 

 

Kensington Leasing, Ltd.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

		For  the six months ended June 30, 2011				For  the six months ended June 30, 2010				From  June 27, 2008 (Inception) to June30. 2011
Cash flows from operating activities
Net income/(loss)		$	(135,381	)		$	(30,843	)		$	(682,327	)
Non-cash transactions to reconcile cash used in operations
Depreciation		$	4,891			$	679			$	8,967
Intangible asset amortization			8,242				—				8,242
Inventory obsolescense reserve			—				—				39,656
Intangible asset impairment			—				—				106,424
Common stock issued for settlement			—				—				11,440
Unrealized gain/(loss) on stock held for sale			—				100,105				(14,895	)
Cash used in operations
Notes receivable			(1,030	)			(47,421	)			(156,030	)
Inventory			—				(39,656	)			(39,656	)
Accounts payable			(2,571	)			91,878				(96,065	)
Prepaid expenses			15,000				(10,045	)			(85,000	)
Total cash from operations			(110,848	)			64,697				(899,243	)
Cash flows from investing activities
Cash aquired from Wikifamilies SA			76,201				—				76,201
Cash advanced to Wikifamilies SA prior to closing			(125,000	)							(125,000	)
Purchase of intangible assets			(86,108	)			—				(86,108	)
Investments			—				(376,135	)			(145,697	)
Purchase of Allianex			—				(218,281	)			(75,000	)
Total cash used in investing activites			(134,907	)			(594,416	)			(355,604	)
Cash from financing activities
Stock sales			225,000				480,000				1,237,747
Notes payable			49,222				24,013				49,222
Loans from related parties			—				217,338				—
Total cash from financing activities			274,222				721,351				1,286,969
Effect if foreign currency exchange rate			(1,494	)			—				(1,494	)
INCREASE (DECREASE) IN CASH			26,973				191,632				30,627
BEGINNING CASH			3,654				—				—
ENDING CASH		$	30,627			$	191,632			$	30,627
Supplemental disclosure of non-cash investing activities:
Acquisition of Wikifamilies
Intangible assets		$	7,540,235			$	—			$	7,540,235
Fixed assets			20,809				—				20,809
Liabilites assumed			(137,245	)			—				(137,245	)
Total, net cash acquired			7,423,799				—				7,423,799
Common stock issued for acquisition			7,500,000				—				7,500,000
Acquisition of Allianex
Intangible assets		$	—			$	183,577			$	183,577
Fixed assets			—				37,423				37,423
Liabilites assumed			—				(100,000	)			(100,000	)
Total			—				121,000				121,000
Common stock issued for acquisition			—				46,000				46,000
Purchase of Allianex		$	—			$	75,000			$	75,000

 

See notes to consolidated financial statements

 

 

Kensington Leasing, Ltd.

(a development stage company)

Notes to Unaudited Consolidated Financial Statements

For the period ended June 30, 2011

 

NOTE 1: HISTORY OF OPERATIONS

 

Kensington Leasing, Ltd. (“Kensington” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada. Kensington’s initial business plan was to specialize in leasing equipment to a select clientele. Because it had taken longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business. On June 4, 2010, Kensington, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). On May 20, 2011, Kensington acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”). Unless the context otherwise requires, references to the “Company” mean Kensington and its consolidated subsidiaries, Allianex Corp. (“Allianex”) and Wikifamilies S.A. (“Wikifamilies”). In the context of common stock, notes and other securities, references to the “Company” mean Kensington unless otherwise stated.

The Company’s current primary business is based on the operations of its two consolidated subsidiaries, Wikifamilies and Allianex.

Wikifamilies SA is a pre-revenue development stage Swiss company formed in February 2011 to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies. This web-based platform is intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Wikifamilies intends to launch the website for beta testing in September of this year and for commercial release in the fourth quarter of this year.

Allianex’s primary business is the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices.

NOTE 2: CONTINUED EXISTENCE

 

The Company has not generated any significant revenue during the period ended June 30, 2011 and has funded its operations primarily through the issuance of equity. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

The Company, as described above, is in the business of the development, design and operation of an internet based social media website and the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. There can be no assurance that the Company will be successful in its endeavors.

 

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Kensington Leasing, Ltd. and its wholly-owned subsidiaries Allianex Corp. and Wikifamilies SA. All intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

 

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

 

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

 

·

evidence of an arrangement exists;

·

delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

·

transaction costs can be reliably measured;

·

the selling price is fixed or determinable; and

·

collectability is reasonably assured

  

Inventory

Inventory, which consist primarily of purchased parts and supplies, are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.

 

The Company evaluates the need to record adjustments for impairment of inventory. At June 30, 2011, the inventory has been written down to its estimated net realizable value. Inherent in the estimates of net realizable value are management’s estimates.

 

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

 

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually. The expected useful lives are as follows:

 

Furniture and fixtures	7 years
IT equipment	5 years
Computer software	3 years

 

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

 

Estimates

The presentation 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 disclosures 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 these estimates.

 

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

 

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

 

 

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

NOTE 4: ALLIANEX ACQUISITION

 

On June 4, 2010, the Company purchased substantially all of the assets of Allianex, LLC, pursuant to the Asset Purchase Agreement, dated May 14, 2010. The purchase price for the assets was $75,000 in cash, 575,000 shares of the Company common stock valued at $.08 per share, and the assumption of Allianex, LLC’s accounts payable. In addition, the Company agreed to pay Allianex, LLC 25% of the earnings before interest, taxes, depreciation and amortization (EBITDA) of Allianex Corp. from July 1, 2010 through June 30, 2013, payable quarterly but calculated on a cumulative basis. The earn out payments will be made 25% in cash and 75% in common stock of the Company, valued at the market price of the common stock on the last day of the quarter, provided that the Company may elect to pay in cash instead of common stock if the market price is less than $2.00 per share and Allianex, LLC may elect to receive cash instead of common stock if the market price is greater than $4.00 per share. Subsequent to this purchase the Company has evaluated the estimated future earnings of Allianex Corp. through June 30, 2013 and has determined that the Company is not anticipating making any earn out payments. The Company will re-evaluate this determination quarterly.

 

The assets the Company acquired from Allianex included principally: fixed assets (recorded at net book value of $37,423); intangible assets consisting of contracts and relationships with a network of retail aggregator partners, affinity groups and direct selling companies, and a call center; as well as a worldwide license to use, exploit, market, sell and distribute certain software products to the purchasers of prepaid cards (recorded at a value of $183,577) and liabilities assumed consisting of accounts payable of $100,000. In addition, we paid $111,042 in acquisition costs including legal and accounting expenses.

 

Assets & Liabilities Acquired		Amounts
Fixes Assets			37,423
Contracts and Software License			183,577
Accounts Payable			(100,000	)
Purachase Price		$	121,000

 

NOTE 5: WIKIFAMILIES ACQUISITION

 

On May 20, 2011, the Company acquired all of the outstanding securities of Wikifamilies from the shareholders of Wikifamilies, pursuant to the Exchange Agreement (the “Exchange Agreement”), dated March 23, 2011. In exchange for the securities of Wikifamilies, the Wikifamilies shareholders received an aggregate amount of 31,500,000 shares of Common Stock of the Company, valued at approximately $.24 per share (“Kensington Shares”). The fair value of the Company’s stock was determined by the board of directors based on the limited trading volume in the market. The Kensington Shares at closing represented approximately 67.99% of the Company’s outstanding Common Stock.

In accordance with Accounting Standards Codification 805 – “Business Combinations” (ASC 805) we have reviewed our acquisition of Wikifamilies SA as follows:

As this was a stock exchange acquisition, we looked at ASC 805-10-55-12.

We recognize that under ASC 805-10-55-12 in a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. In this case Kensington Leasing would be the acquiring entity as it issued 31,500,000 shares for the acquisition of Wikifamilies.

In addition, ASC 805-10-55-12 (formerly FAS141 Paragraph 17 items c. and d.) states that “other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination” including:

a.

“The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity”. Wikifamilies’ shareholders received a 68% interest in the combined entity and under this criteria alone Wikifamilies would be the acquiring entity.

b.

Refers to a large minority interest and is not applicable.

c.

“The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity." The Wikifamilies shareholders have two representatives on the Board of Directors, while Kensington has three original representatives on the Board of Directors, including the Chairman. Kensington Leasing retained control of the board of directors and therefore has the ability to increase the number of members on the Board of Directors, to remove directors for cause, to appoint new directors to fill vacancies on the Board of Directors, and to remove and appoint the executive officers of Kensington and the officers and directors of Wikifamilies. Kensington Leasing would be the acquiring entity under this criteria alone.

d.

“The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity." Three officers of Wikifamilies did become three of Kensington's senior management team and therefore the Wikifamilies officers do dominate the management of the combined entity. Under this criteria alone, Wikifamilies would be the acquiring entity. However, the combined entity is entirely dependent on the former CEO and Chairman of the Board for funds to operate the company, and the CFO of Kensington remained CFO of Kensington after the acquisition, and the former CEO of Kensington remained as Chair of the Board.

e.

The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combined fair value of the equity interests of the other combining entity or entities.” Under our purchase price calculation in our pro-forma financial statements at 3/31/11 we calculated goodwill and intangibles in the amount of $7,451,292 which is the amount we paid for Wikifamilies in excess of its assets less liabilities. Kensington Leasing would be the acquiring entity under this criteria.

Based on our review of ASC 805-10-55-12, we have determined that the majority of the guidance points to Kensington Leasing as the acquiring entity and we have elected to record this transaction as a purchase rather than a reverse merger. Therefore the Wikifamilies acquisition was accounted for using the purchase method of accounting, and accordingly the Company’s results of operations included the results of Wikifamilies from May 20, 2011.

The assets we acquired through the Wikifamilies acquisition included principally: intangible assets consisting of intellectual property including software code and domain names. (recorded at a value of $7,500,000 based on a third party valuation), cash, fixed assets (recorded at fair value); and liabilities assumed including accounts payable and loans from the Company. The difference between the value of the shares issued in consideration and the assets less liabilities was recorded as goodwill.

 

The allocation of the purchase price for this acquisition, as of the date of acquisition, is as follows:

 

 

Allocation of Purchase Price		Amounts
Intangible Assets per Third Party Valuation			7,500,000.00
Cash Acquired			76,201.00
Fixed Assets			20,809.00
Liabilities Assumed			(137,245.00	)
Goodwill			40,235.00
Purachase Price		$	7,500,000.00

 

The acquisition was accounted for as a purchase transaction, and accordingly, the assets and liabilities of Wikifamilies were recorded at their estimated fair values at the date of acquisition. With the exception of the goodwill, intangible assets will be amortized on a straight-line basis over their estimated useful lives, with a weighted average life of approximately ten years. The fair value of intangible assets, was determined with the assistance of an independent appraiser through established valuation techniques.

 

The following table presents pro forma revenues and net loss as if Wikifamilies had been combined with the Company beginning January 1, 2011.

 

		For the Six Months Ended June 30, 2011
Revenue			2,550
Net loss			(178,878	)

 

In the Company’s opinion, the above pro forma results are not indicative of the actual results that would have occurred had the acquisition been made at the beginning of 2011 or the results of operations which may occur in future periods.

 

NOTE 6: NOTES RECEIVABLE

 

On July 15, 2010, the Company entered into a Loan and Security Agreement with JP09 & Associates, pursuant to which JP09 & Associates issued to the Company a Note for a principal amount of $155,000. Principal and interest was payable in full on July 15, 2011, and the Note bears interest at 10% per annum. The Note was personally guaranteed by the JP09 & Associates’ president, and was secured by its intellectual property. The Company has not yet been paid for this Note and a demand letter for payment of all principal, interest and penalties has been sent to JP09 & Associates.

 

Notes receivable at June 30, 2011 consisted of the following:

 

Terms		June  30, 2011
Loan and Security Agreement and Note with JP09 & Associates and John Pena for $155,000 dated July 15, 2010 at 10% interest for one year, principal and interest due and payable at maturity			155,000
Total Notes Receivable at June 30, 2011		$	155,000

 

 

NOTE 7: INVENTORY

 

Inventory at June 30, 2011 consisted solely of pre-printed gift cards for the Allianex retail card sales market. As there were no revenues for this business segment, we elected to reserve for the full value of inventory assuming this inventory is obsolete.

 

Inventory		Amounts
Pre-printed My Tech Card gift cards			39,656
Inventory obsolescence reserve			(39,656	)
Net Inventory		$	—

 

 NOTE 8: INVESTMENTS

 

Investments presently consist of funds invested in debt securities held to maturity. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320).

 

WealthMakers, Ltd. managed a brokerage account for the Company from May 2010 through November 2010. In November 2010, the Company agreed to allow WealthMakers to liquidate the brokerage account to purchase restricted shares in private placements. This investment was reclassified from an investment held for sale to an investment held to maturity at this time. The Company is entitled to a % of the shares purchased after 12 months with a guaranteed minimum value of $145,697.

 

NOTE 9: PREPAID EXPENSES

 

Prepaid expenses consist of $85,000 paid in advance to a vendor to provide software design and marketing services not yet provided at June 30, 2011. This vendor began providing services to the Company during the three months ended June 30,2011.

 

NOTE 10: FIXED ASSETS

 

The Company acquired fixed assets with a fair value of $37,423 in the Allianex acquisition in June 2010. See Note 4: ALLIANEX ACQUISITION. The Company also acquired fixed assets with a fair value of $21,994 in the Wikifamilies acquisition in May 2011. See Note 5: WIKIFAMILIES ACQUISITION. The fixed assets are being amortized over their remaining useful lives averaging 55 months. Depreciation expense for the six months ended June 30, 2011 was $4,891.

 

Asset Classification		6/30/2011
Office Equipment		$	3,632
Furniture and Fixtures			3,151
Computer Equipment			23,035
Transportation Equipment			26,587
Office Improvements			3,827
			60,232
Less Accumulated Depreciation			(8,967	)
Net Book Value		$	51,265

 

NOTE 11: INTANGIBLES

 

The domain name sendaprayer.com is deemed to have an indefinite life and no amortization has been recorded. The asset was received as a gift and was recorded at $5,000, the cost paid by the giftor which was deemed to be fair value.

 

In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives). The amortization method should reflect the pattern in which the asset's economic benefits are consumed by the entity. If the pattern cannot be determined, the straight-line method is used. The identified intangible assets recorded in connection with the Allianex acquisition will be amortized over their estimated useful life of five years. However, due to the lack of revenues from the Allianex subsidiary in 2010, we elected to revalue and impair the intangible assets related to this business segment as of December 31, 2010 to fair value of $77,153. Fair value of intangible assets at December 31, 2010 was calculated based on an offer received to purchase the Allianex subsidiary for $380,000 less fixed assets related to the Allianex business of $33,347 and less intercompany loans of $269,500. The Allianex subsidiary began generating revenues in the second quarter of 2011. We are presently unsure when we will begin generating positive cashflows based on these assets.

 

 

Intangible Assets		June 30, 2011
Wikifamilies Goodwill		$	40,235
Sendaprayer.com - Indefinite life, no amortization			5,000
Total Non Amortizing Assets			45,235
Wikifamilies Intangible Assets - 10 year life, amortization expected to begin Q4 2011			7,500,000
Wikifamilies Research & Development - 10 year life, amortization expected to begin Q4 2011			86,108
Allianex Intangible Assets - 5 year life			183,577
Allianex Intangible Assets - Impairment charge recorded at 12/31/10			(106,424	)
Allianex Intangible Assets - Amortization			(7,715	)
Total Amortizable Assets			7,655,546
Net Intangible Assets at 6/30/11		$	7,700,781

 

Estimated Remaining Intangible Amortization		June 30, 2011
2011		$	197,368
2012			774,041
2013			774,041
2014			774,041
2015			774,041
2016			758,611
2017			758,611
2018			758,611
2019			758,611
2020			758,611
2021			568,958
Total Amortization		$	7,655,546

 

NOTE 12: RELATED PARTY TRANSACTIONS

 

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chair of the Board and at the time Chief Executive Officer, for setup costs and the Company’s business plan valued in the aggregate at $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, the Company has agreed to issue, and Ms. de Maison has agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset has been recorded at the cost incurred by Ms. de Maison.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year, and an additional $5,000 for additional start-up costs at no interest. These loans were applied to the purchase of Common Stock (including $327 in accrued interest) on December 1, 2010 as discussed below.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to June 30, 2011, a note in the amount $520,000. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. The note was unsecured, not convertible and bore interest at the rate of 10% per annum, payable quarterly, and was due and payable on June 30, 2012. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

Merriman Option

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen Investments, Inc. (“Merrimen”) pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The option had an exercise price of $0.08 per share, was to expire on April 8, 2011, and could be exercised on or after October 1, 2010. Under the Option Purchase Agreement, Merrimen received demand registration rights and piggyback registration rights with respect to the shares it may acquire upon exercise of the option. Zirk Engelbrecht, who may be considered a related party to Ms. de Maison under the rules of the Securities Exchange Act of 1934, as amended, is the sole officer, director and shareholder of Merrimen. Mr. Engelbrecht and Merrimen disclaim beneficial ownership of any securities of the Company beneficially owned by Ms. de Maison, and Ms. de Maison disclaims beneficial ownership of any securities beneficially owned by Merrimen or Mr. Engelbrecht.

On November 9, 2010, Merrimen elected to exercise part of its option granted pursuant to the Option Purchase Agreement to purchase 2,500,000 shares of the Company’s Common Stock. The exercise price for the shares of Common Stock was $.08 per share, for an aggregate exercise price of $200,000.

On December 1, 2010, Ms. de Maison purchased from Merrimen the option granted pursuant to the Option Purchase Agreement dated April 9, 2010 and used the $319,850.21 of outstanding principal and interest due under two loans in 2009 and her note dated March 31, 2010 as payment of the exercise price under the option for the purchase of 3,998,128 shares of the Company’s Common Stock. In addition, Ms. de Maison agreed to cancel the unexercised portion of the option.

NOTE 13: COMMON STOCK

 

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 14: FORWARD SPLIT.

 

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at a purchase price of $0.08 per share, for a total of $480,000 in cash. See Note 12: RELATED PARTY TRANSACTIONS.

 

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The Company issued 6,498,128 shares of Common Stock upon exercise of this option in November and December 2010. See Note 12: RELATED PARTY TRANSACTIONS.

In connection with the Allianex acquisition, the Company issued 575,000 shares of our Common Stock. See Note 4: ALLIANEX ACQUISITION.

 

On December 28, 2010, the Company issued 143,000 shares of our Common Stock to Lenco Mobile Inc. to settle Lenco’s assertion that it had earned and was due shares from the Company and Kenneth Rotman in connection with the acquisition of the assets of Allianex, LLC. These shares of Common Stock were issued at a value of approximately $.08 per share.

 

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20 2011 upon closing of the transactions contemplated in the Exchange Agreement. See Note 12: RELATED PARTY TRANSACTIONS.

 

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in Note 5: WIKIFAMLIES ACQUISITION.

 

 NOTE 14: FORWARD SPLIT

 

Effective May 1, 2009, the Company effected a 40-1 forward split of its common share capital.

 

NOTE 15: NEW ACCOUNTING PRONOUNCEMENTS

 

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are 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. Thos disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

 

ASU 2010-28, Intangibles – Goodwill and Other (Topic 350) - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts - a consensus of the FASB Emerging Issues Task Force This ASU modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

 

ASU 2010-29, Business Combinations (Topic 805) - Disclosure of Supplementary Pro Forma Information for Business Combinations - a consensus of the FASB Emerging Issues Task Force This ASU specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures under ASC Topic 805. The amendments are effective prospectively for business combinations for which the acquisition date is on or after December 15, 2010. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

 

NOTE 16: SEGMENT INFORMATION

 

Our products and operations are managed in two segments; the Allianex prepaid card segment and the Wikifamilies social media website segment. A segment is determined primarily by the method in which it delivers its products and services. Selected information about our two operating segments for the six months ended June 30, 2011 is as follows:

 

		Revenue				Cost  of Goods Sold				Gross  Profit				Operating Expenses				Operating Income (Loss)
Allianex		$	2,550			$	15,000			$	(12,450	)		$	7,223			$	(19,673	)
Wikifamilies			—				—				—				33,156				(33,156	)
Total operating segments			2,550				15,000				(12,450	)			40,379				(52,829	)
Corporate/eliminations			—				—				—				82,552				(82,552	)
Total consolidated		$	2,550			$	15,000			$	(12,450	)		$	122,931			$	(135,381	)

Management reviews the Company’s assets on a consolidated basis because it is not meaningful to allocate assets to the various segments. Management evaluates segment performance based on revenues and operating income. The Company does not allocate income taxes or charges determined to be non-recurring in nature.

 

The prepaid card segment primarily operates in the United States. The social media website business primarily operates in both Switzerland and the United States.

 

NOTE 17: SUBSEQUENT EVENTS

 

In accordance with Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events through the time between the end of the reporting period and the time this Quarterly Report on Form 10-Q for the period ended June 30, 2011 was filed and has note found any events to report.

Item 2: Management’s Discussion and Analysis or Plan of Operation

 

References in this Report to the “Company”, “we”, “us” or “our” refer to Kensington Leasing, Ltd., a Nevada Corporation (“Kensington”) and its consolidated subsidiaries Wikifamilies SA, a limited liability company organized under the laws of Switzerland (“Wikifamilies”) and Allianex Corp., a Nevada corporation (“Allianex”).

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operation contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2010 filed with the Securities and Exchange Commission.

 

Forward Looking Statements

 

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward- looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2010. For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

 

Overview

 

The Company’s current business is based on the operations of its two consolidated subsidiaries, Wikifamilies and Allianex. The Company purchased substantially all of the assets of Allianex on June 4, 2010, as described in greater detail in Note 4: ALLIANEX ACQUISITION. The Company acquired all of the equity securities of Wikifamilies on May 20, 2011, as described in greater detail in Note 5: WIKIFAMILIES ACQUISITION. Prior to the Allianex acquisition, The Company’s initial business plan was to specialize in leasing equipment to a select clientele.

Wikifamilies SA is a pre-revenue development stage Swiss company formed in February 2011 to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies. This web-based platform is intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Wikifamilies intends to launch the website for beta testing in September of this year.

Allianex’s primary business is the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices.

No Comparable Information

 

As discussed above, the Company acquired the assets related to its wholly-owned subsidiary, Allianex, on June 4, 2010, and acquired its wholly-owned subsidiary, Wikifamilies, on May 20, 2011. In light of these changes, the Company does not believe that the historic financial information of the Company enhances the reader’s ability to assess the material changes in financial condition and results of operations as compared to the previous fiscal year, therefore, limited information is provided in our Results of Operations section below. Further discussion of the historic financial information of Allianex, LLC is included in our Current Report on Form 8-K filed on June 10, 2010, as amended, and the historic financial information of Wikifamilies SA is included in our Current Report on Form 8-K/A filed on August 3, 2011.

 

Results of Operations

 

Unless otherwise noted, all material changes are related to the operations of our Allianex subsidiary from June 2010 forward and the operations of our Wikifamilies subsidiary from May 20, 2011 forward.

 

Revenues

There were $2,550 in revenues generated during the six months ended June 30, 2011 compared to $4,071 in revenues for the six months ended June 30, 2010. The revenues for the six months ended June 30, 2010 were derived from the leasing business, and the revenues for the six months ended June 30, 2011 were derived from sales of Allianex prepaid computer support services.

We expect revenues for the balance of the year to remain minimal from our Allianex segment. We do not expect to see any revenues from our Wikifamilies segment until the website is launched , which we anticipate in the fourth quarter of 2011.

 

General and Administrative

For the six months ended June 30, 2011, general and administration expenses were $45,460, compared to $56,576 for the six months ended June 30, 2010. General and administrative expenses include office related expenses, salaries, and shareholder related costs.

 

We expect general and administrative expenses for the balance of the year ending December 31, 2011 to trend upward as we continue to incur additional expenses necessary to grow our business and to service the increased demand we expect for our products and services.

 

Legal and Accounting

For the six months ended June 30, 2011, legal and accounting expenses were $64,608, compared to $93,338 for the six months ended June 30, 2010.

 

We expect legal and accounting expenses for the balance of the year ending December 31, 2011 to trend marginally upward as we continue to incur additional expenses necessary to grow our business and as a result of our being a publicly traded company. This includes corporate legal, accounting and SEC filing expenses.

 

Depreciation and Amortization

For the six months ended June 30, 2011, depreciation and amortization was $12,863 compared to $679 for the six months ended June 30, 2010. This change is a result of the assets the Company incurred in connection with its acquisitions of Allianex and Wikifamilies.

 

We expect depreciation and amortization to increase with the acquisition of Wikifamilies as we purchase property and equipment.

.

Other Income/Expense

There was no other income generated during the six months ended June 30, 2011, compared to $115,000 in other income for the six months ended June 30, 2010.

 

Net Income/Loss

For the six months ended June 30, 2011, net loss was $135,381, compared to a net loss of $149,914 for the six months ended June 30, 2010.

Liquidity and Capital Resources

At June 30, 2011, our principal sources of liquidity included cash and cash equivalents of $30,627 compared to $3,654 at December 31, 2010. At June 30, 2011, we had working capital of $359,056 compared to working capital of $397,846 at December 31, 2010. The change in working capital was primarily the result of cash received from the sale of shares of our Common Stock to Angelique de Maison, the Chairman of our Board of Directors.

 

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, pursuant to the Stock Purchase Agreement, the Company has agreed to issue, and Ms. de Maison has agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

For the six months ended June 30, 2011, we used $110,848 in cash from operations which was derived from net loss of $135,381, decreased by non-cash adjustments of $13,133, and decreased by changes in operating assets and liabilities of $11,399.

 

Investment activities consumed $134,907 during the six months ended June 30, 2011. As of June 30, 2011, we did not have any significant commitments for capital expenditures.

 

Financing activities provided $274,222 during the six months ended June 30, 2011, which was derived mainly from an increase of $49,222 in a related party note payable to Ms. de Maison and $225,000 in stock sales also to Ms. de Maison, as described above.

 

If we do not generate sufficient cash flow from operations to support our business, we intend to rely on additional financing transactions to secure the capital necessary to fund continued operations. Any future sale of debt or equity may be pursuant to a private placement or a public offering. We do not have any arrangements in place for the sale of additional equity or debt securities at this time. There can be no assurances that any future financing will be made available to us, or made available on terms that are favorable to the Company or our current stockholders.

 

Critical Accounting Estimates and Policies

 

The discussion and analysis of our financial condition and plan 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, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the saleability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe 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, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2010. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

 

We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 1 to the financial statements for the period ended June 30, 2011, included in this Quarterly Report on Form 10-Q.

 

Revenue Recognition

 

Service revenues are recognized at the time the services are performed. Revenues to date primarily represent testing of Allianex’s concept. During the test period, the contracted service provider charged customer credit cards, collected amounts due from customers, and remitted net commissions to Allianex based upon the contracted wholesale price in the contract. Once the testing phase is complete, Allianex plans to collect gross amounts due from customers using its own merchant processing accounts, record revenues as gross sales, and remit amounts to service providers based upon contract provisions. Wikifamilies has not begun generating revenues to date.

Cash Equivalents

 

Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

 

Stock Based Compensation

Shares of the Company’s Common Stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the Common Stock is on the date of each respective transaction.

 

Estimates

 

The presentation 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 disclosures 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 these estimates.

 

Advertising Costs

 

Advertising costs are expensed as incurred. There were no advertising expenses for the period ended June 30, 2011.

 

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Segment Reporting

 

Prior to its acquisition of the assets of Allianex, the Company had been involved in a single industry, leasing. With the acquisition of our new Allianex subsidiary, we also became involved in the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Therefore, as of June 4, 2010, our products and operations were managed in two segments; the leasing segment and the prepaid card segment. We are no longer actively pursing the leasing segment.

 

With the acquisition of Wikifamilies, our products and operations are now managed in two segments; the Allianex prepaid card segment and the Wikifamilies social media website segment. A segment is determined primarily by the method in which it delivers its products and services.

 

Item 3: Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

Item 4: Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2011. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2011, the Company’s system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

 

There was a change in our internal control over financial reporting during the quarter ended June 30, 2011 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting with the acquisition of Wikifamilies SA and the integration of that business.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Description
3.1		Bylaws. Incorporated by reference to Exhibit 3.4 to Registration Statement on Form 10 filed on January 15, 2009.
3.2		Amendment to the Bylaws. Incorporated by reference to the Current Report on Form 8-K filed on June 14, 2011.
31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 22, 2011	KENSINGTON LEASING, LTD.
	/s/ Trisha Malone
	Trisha Malone
	Chief Financial Officer