Attached files
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| EX-14.1 - CYBER INFORMATIX 10K, CODE OF ETHICS - Goldenway, Inc. | cyberinfoexh14_1.htm |
| EX-32.1 - CYBER INFORMATIX 10K, CERTIFICATION 906 - Goldenway, Inc. | cyberinfoexh32_1.htm |
| EX-31.1 - CYBER INFORMATIX 10K, CERTIFICATION 302 - Goldenway, Inc. | cyberinfoexh31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark one)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number: 133-154610
CYBER INFORMATIX, INC.
(Name of small business issuer in its charter)
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Nevada
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22-3968194
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3647 Hanna Bay, Regina, Sask., S4S 7C8, Canada
Telephone: (888)205-2249, Facsimile: (702)926-3376
(Administrative office)
Or
Spiegal & Ultrera Law Firm
Suite 490, 1785 E. Sahara Avenue, Las Vegas, NV 89104
Telephone: (702)364-2200, Facsimile: (702)458-2100
(Name, address and telephone number for Agent for Service)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act
Common Shares
(Title of class)
Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
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Yes x No o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes x No o
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Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
The Company's sales for the most recent fiscal year were $30.
As of June 30, 2011 the Company had 5,870,000 issued and outstanding shares of common stock.
Part I
Item 1. Description of Our Business
General
We are a development-stage company that was organized under the laws of the State of Nevada on September 10, 2007. We develop and market pre-packaged software. For the period from inception through to the year ended June 30, 2011, our total sales were $1,192 and our accumulated net loss was $(162,928). We have no partnering, joint venture or similar such arrangements and/or commitments to enter into any such agreements.
We were established to pursue opportunities in the pre-packaged downloadable software industry, targeting the personal-use software application market. To launch our business, our current software source code assets and website were purchased on September 28, 2007 via an asset purchase agreement. As well, we retained a software developer and website design firm to develop our business. Our software application products are distributed exclusively via the internet and are available for download only on our fully operational e-commerce website located on the World Wide Web at www.personalelectronicorganizer.com , and
www.cyberinformatix.com . The website has been further developed to accommodate multi-payment applications. Software and web design development is ongoing with the objective of ensuring that our software products are compatible with current PC operating systems and contain all of the features necessary to maximize “user-friendliness” for the consumer.
Products and Services
We design, develop, and distribute software products via the Internet. We contract an outside firm to undertake the technical software development of our products with the vision and input of our principals. Currently, our software development and website design services are focused on developing products for distribution at our e-commerce website. We may consider offering software development and website design services for outside parties in the future if the demand and market develops, however, our strategy for the next twelve months remains focused on developing and marketing our existing products.
Our feature products have diverse applications. The Cyber Organizer is a multi-purpose program package containing a recipes book, photo album, address book, budget, and more. This product is suitable for home applications, hobby activities, and business use. The Tender Costing and Orders systems are aimed at businesses but can also work for home entrepreneurs. The SDK package is a tool for software developers. The Cyber List Manager software package is an effective tool to help manage e-mail marketing campaigns. All of these software products are available via online download at the company’s website. The software applications will run on any computer from Pentium III upwards. We are currently re-developing
the software to add more user-friendly features and also to make it compatible with Microsoft’s “Vista” PC operating system. All the programs will run on at least 256mb of internal memory. It is recommended that the programs run on computers with a minimum of 512mb of memory. Approximately 10mb of available disk space is required before installing any of the programs. All the software products are self contained. Each program has its own word processor that can enhance documents into the Rich Text Format (RTF). All programs allow the user to import Microsoft Word documents as long as the docs were saved into RTF format first prior to importing or loading. All the programs use their own version of 'Access' for the database containers and have enough controlled features built in to change the containers at will. All the programs, except the List Manager, contain a Setups
manager where the user can change reports and printouts for export to Microsoft Excel or similar spreadsheet programs.
The website is equipped with an e-commerce shopping cart that is integrated into the online payment system. The website accepts most online payment forms including PayPal, Visa, MasterCard, American Express, Diners Card, and E-check payments. Credit card information is transmitted to the card processor company (PayPal Pro) using secure socket layer (SSL) encryption. The customers’ credit card information is not stored on the company’s servers. No human being ever sees a customer’s credit card number at any time while the order is being processed. The payment process is entirely handled online electronically and is securely encrypted.
The free version and the professional version of each of the software products is effectively the same program. In the free version certain functions and operations have been disabled and the number of records that can be contained in the sample containers have also been limited. All of the system’s software was tested on 5-year-old computers and operating systems right up to Windows XP. The software was designed to work on all hardware
platforms. It is important to note that we use 3rd party InstallShield software which cannot be guaranteed to function error-free. If a user is having problems installing on the “Vista” operating system platform, then ‘elevated administrator' privileges must be selected. InstallShield is currently working with Microsoft in resolving any installation problems that the user may experience.
Organizer 6.0 Software Program
This is our feature software product and is at the core of our software development program. It is a multipurpose all-in-one personal organizer software program. It will organize monthly budgets, shopping lists, photo albums, PIN securities, recipes, journals, bills, letters, lyrics and even organize your poems album, and more. The Organizer is a complete home management. Some of the unique features include: password protection, fast, compact and easy to use, powerful quick search function, built in popup help system, sort by any column, database export, unlimited templates, and a contacts management tool.
Organizer 6.0 Features:
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Password Protection - This unique feature facilitates set up protection for individual database templates. This feature is ideal for a security system where only one password is needed instead of dozens login details from your various accounts. For ultimate protection the Organizer incorporates strong military encryption standards (256-bit key)
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Its fast, compact and easy to use for the average person. The Organizer program maintains a familiar interface similar to other Cyberinformatix software programs and Word documents
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Powerful Quick Search function easily displays only entries that match a query across all groups. For example: all recipes that match ingredient type search.
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Built-In Popup Help System - The Organizer also contains it's own, built in, easy to understand, printable help system.
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Sort by any column - With the Organizer, any database template can be sorted by column in ascending or descending order, plus you can configure which columns are displayed.
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Database Export - The Organizer can be set up to export your database to other popular formats, grouped or columnar data settings.
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Unlimited Templates - The Organizer allows you to set up and create an unlimited number of templates and contains features to add or remove columns from existing templates to suit your specifications.
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Benefits of the Organizer 6.0 software:
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Convenience - Allows the user to consolidate and store all important information in one convenient location – on their computer.
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Replaces paper, eliminates loss of important information while reducing clutter and stress (For Better Mental Health).
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Saves time – reduces time wasted searching through stacks of files for information. Use internal search engine to search for information by key words.
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Versatile and Powerful – templates and databases can be exported to other programs. Enhanced Security – the password protection feature is unique – it allows separate protection for individual database templates within the program. No longer do you have to remember multiple passwords. The organizer incorporates strong military encryption standards (256-bit key).
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Standard templates for various uses included – no setup required. Completely customizable and allows for creation of new templates for various uses.
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Easy to use – high degree of “user-friendliness” so that the average person does not have to understand the latest technology in order to effectively use the Organizer 6.0 software program.
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Free organizer 6.0 templates:
The Cyber Organizer is a powerful yet simple tool to handle everyday tasks, created just for the average person with limited computer skills. It comes preloaded with simple templates each individually designed for a specific purpose already set up and ready to use. The following free pre-loaded organizer templates come with the purchase of the Organizer 6.0 program:
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Password Organizer
The program will store all PIN codes, passwords and username log in details securely. The user can see at a glance the information needed, with secure access. It will even store web addresses for important sites – the user just clicks to open the browser and then enters username and password details to proceed.
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Monthly Budget Organizer - Tracks monthly budget
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Saves and tracks monthly bills in one database. Just click a web address to pay bills online, or look up creditor contact information easily. Paying your bills is so easy with all the information saved in one place. And easy budgeting keeps you organized by letting you move items around and set quantities to get to the total you want - totals update automatically. Print out your budget every month to help stay on track.
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Address Book Organizer
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The Cyber Organizer helps the user stay in touch with family and friends easily. Saves addresses, important dates and email information. Write colorful letters complete with pictures right in the easy word processor. Then email directly to one person (or a group) with a click or print and send by postal mail! Just use the built-in search function to select people. Holiday greetings have never been so easy! You'll quickly become everyone's favorite person to hear from.
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Recipe Organizer
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Stores recipes in one place for easy meal planning. Select the items you'll make for the coming week. And when you have an ingredient you want to use up but need a good recipe, just search your database of recipes in the Cyber Organizer and all your related recipes will pop up for you! There's even a database of mouth-watering recipes pre-loaded for you!
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Shopping List Organizer
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Everyone loves a good list, and it's so easy to make and store lists with the Cyber Organizer. You can prepare your grocery list every week, as you plan meals using the Recipe Book. Think of the kid's school supplies list. Or holiday gift lists. Just print out a list and take it with you when you go to the store.
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Credit & Debit Card Organizer
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Keep all your credit card numbers, security codes, and the perks of each card in a secure file - you can see easily which one gives you the best insurance for renting a car, booking travel... then make online purchases without digging around to find the actual card in your wallet. The security features of the Cyber Organizer keep all your important information safe and available only to you.
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Photo Organizer/Scrapbooking
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Catalogs personal photos to make scrapbooking easy. Many Cyber Organizer users like to scan photos and index them with a title or comment. Then you can search by theme or sort by timeline easily! Tip: As you scan in photos, note the corresponding Cyber Organizer photo number on the back - then you can choose to use the printed version or the original photo when you're putting together your scrapbook. The Cyber Organizer also makes it easy to back up photos, because they're all saved in one place, just save the photos to CDs so precious photos are not misplaced or lost.
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Home Inventory Organizer
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Maintains a list of the user’s valuable possessions for home insurance, complete with scanned receipts, serial numbers, and photos of belongings.
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Private Diary Organizer
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Keep a journal to express yourself privately - keeps it under lock and key (traditional diaries are way too easy to access!)
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Gift Lists Organizer
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Keep track of ideas for gifts for special people. When the time comes, you can see that great idea you had for Father's Day.
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Product Warranties Organizer
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Scan receipts and warranty cards - you'll have the company's contact information and all you need right there when something goes wrong!
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Insurance Information Organizer
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Keep coverage summaries of your home, auto, health, and life insurance to check details easily.
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Marketing Strategy
Our marketing strategy is designed to attract customers to our website who are most likely to make use of our software application products.
We currently use and/or are planning to use a mix of broadcast media and advertising options, including:
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Print ads, including PC and Technology magazines;
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Software technology periodicals;
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Links to software feature sites
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Search engine submissions, i.e. Google, Yahoo, etc.
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Online banners, text links and e-mail newsletters;
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We will design our advertising to build brand equity, create awareness, and generate initial use of our software application products. As of the date of this prospectus, our proposed integrated marketing campaign is in the design stage and we have not yet taken any major steps to implement this campaign. Over the next twelve months, we hope to increase traffic and customers to our website by undertaking the following marketing initiatives:
Increased Traffic to Website. Our website traffic, the user experience, and revenue are interrelated. We believe that the more traffic our website gets the more product downloads and sales will result. Also, the more positive the user experience is in terms of “stickiness” to our website along with an acceptable level of product-use satisfaction, the more sales revenue will be generated. To date, our promotional efforts include website submission to major search engines and optimizing our website for search engine searches that are relevant to our website.
Paid Internet Advertising. Though it is a directory, we consider a paid listing on Yahoo as advertising. We currently have a listing in Yahoo’s directory which we obtained for free because the category classification is not considered commercial. We may have to pay $299 per year to maintain this listing in the future. We will also consider online banner advertising on relevant industry websites such as www.tucows.com, www.download.com , and www.cnet.com
. Realistically, the cost of advertising space on these websites is prohibitive for us at this early stage. However, we will test our new version software product when ready on one of these initially, and if results are positive, we will consider raising the necessary funds in the future in order to fund a significant multi-faceted marketing plan that will include heavy exposure on these websites in particular.
Further Website Optimization. We intend to look to increase free traffic from search engines to our website. We have determined the most efficient way to do this is with website optimization. We assess our current site optimization status on an ongoing basis and look for ways to improve on it. Although we have already optimized our website for search engines, it is an ongoing effort to gain higher search engine positioning for relevant keyword searches. We also investigate other search engines and websites to submit our site to for free on an ongoing basis. By optimizing the content on each web page of our site, search engines may perceive the site
as more relevant to search terms specific to our website. Optimization of our website is an ongoing, month to month initiative. We expect to spend approximately 20 hours per month on this. We will work closely with Media company that we have under contract. The work is contracted out to a software development, website design and media company, called Melcher Media & Design.
Online Link Program. In conjunction with website optimization, we are evaluating the implementation of a reciprocal link program with various websites in the software industry in order to increase targeted traffic. Such a program could be created and managed manually. We are currently estimating the costs and time involved in setting up such a system. Reciprocal linking simply means exchanging links with other websites that are somehow related to each other.
Further Search Engine Free Submissions. We have submitted our site to a number of free search engines and many search engines have indexed our site automatically. We have submitted our site for listing on DMOZ, one of the largest directories of websites on the Internet. DMOZ does not charge a fee for this listing.
Competition
For the foreseeable future, we are expected to be an insignificant participant in the software development business. Nearly all existing software development companies are substantially larger and have more substantial operating histories and records of successful operations; greater financial resources, technical expertise, managerial capabilities and other resources; more employees; and more extensive facilities than we have or will have in the foreseeable future. We expect to face strong competition from these well-established companies and small independent companies like ourselves. Intense competition may result in price reductions and decreased demand for our services. Our strategy to overcome these
competitive factors is to target the home-use consumer and provide personal-use application software at very competitive prices. We will eventually compete on the basis of our reputation among our customers as a quality low-cost software provider.
We cannot be certain that our strategy will be successful. Regardless of the success of our business strategy described above, our opportunity to obtain customers may be limited by our financial resources and other assets. Consequently, we will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide the superior, state-of-the-art financial publishing services and solutions demanded by customers. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business. Additionally, it is expected that there may be significant technological advances in the future and we may not have adequate
creative management and resources to enable us to take advantage of those advances.
Government Regulation
The development of our products is generally not subject to government regulation. However, laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could affect the costs of communicating on the Internet and adversely affect the demand for our products or otherwise harm our business, results of operations and financial condition. The United States Congress has enacted Internet legislation regarding children’s privacy, copyrights, sending of unsolicited commercial email (e.g., the Federal CAN-Spam Act of 2003), spyware (e.g., H.R. 29, the “Spy Act”), and taxation. Other laws and regulations may be adopted in the
future. This legislation could hinder growth in the use of the Internet generally and decrease the acceptance of the Internet as a communications, commercial and advertising medium.
In addition, the growth and development of the market for Internet commerce may prompt calls for more stringent consumer protection laws such as laws against identity theft that may impose additional burdens on companies conducting business over the Internet. While none of the current laws governing Internet commerce has imposed significant burdens on us to date, in the future our business, results of operations and financial condition could be materially and adversely affected by the adoption or modification of laws or regulations relating to the Internet, or the application of existing laws to the Internet or Internet-based advertising
Employees and Consultants
From the date of inception, September 10, 2007 to the year ended June 30, 2011, we have had no full-time employees. Mr. Terry G. Bowering, our President and Chief Executive Officer, has contracted an outside firm for all of our software development, website design, and technical support services. We believe that this arrangement is adequate to sustain our current level of business operations. We believe it will be necessary in the future to hire our own employees to oversee the technical development of our software products and manage customer service, as our customer base grows over the next twelve to fifteen months. No cash compensation has been awarded to, earned by or paid to Mr. Bowering for all
services performed in all capacities for our company through the date of this prospectus.
In the future, we propose to add additional full-time software programmers and web-site design specialists as consultants on an independent contract basis. We have allocated no funds, out of the proceeds anticipated to be received from this offering, for consulting fees or other compensation for proposed consultants. Accordingly, we expect that we will be unable to retain any expert technical consultants until we realize significant profits, if ever, from our proposed operations or raise significant capital from equity and/or debt financing in addition to that anticipated from this offering. We intend to enter into written
agreements with these individuals at competitive rates that would provide for an hourly fee, in combination with incentive compensation of some type. We anticipate that these written agreements would contain compensation, confidentiality and three-year, non-competition provisions.
Item 2. Description of Property
We currently maintain our administrative offices, pursuant to a verbal arrangement, at the residence of our President and Chief Executive Officer, Mr. Terry G. Bowering, located at 3647 Hanna Bay, Regina, Sask., S4S 7C8, Canada. We have accounted for these contributed services in the amount of $200 per month by allocating $2,400 to Additional Paid-In Capital for the year ended June 30, 2011 and a total of $9,000 from the inception of the business, September 10, 2007 until year ended June 30, 2011. We anticipate continued utilization of these facilities for the foreseeable future. The office space we currently occupy is expected to be adequate to meet our foreseeable future needs. Our
telephone number is (888)205-2249 and our facsimile number is (702)926-3376.
We believe our current office premises are adequate for our current administrative operations and we do not anticipate that we will require any additional premises in the foreseeable future.
Item 3. Legal Proceedings
We know of no material, existing, pending, threatened, or contemplated legal proceedings to which we are a party to or to which our property is subject to. We are not involved as a plaintiff in any material legal proceeding or pending litigation. There are no legal proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. We may however be involved, from time to time, in various legal proceedings and claims incident to the normal conduct of our business.
Item 4. Submission of Matters to a Vote of Security Holders
None to report.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
The company received its trading symbol on April 27, 2010. The company’s common stock is presently being quoted on the Over-the-Counter Bulletin Board Exchange under the symbol “CYIX”. For the period indicated, the following table sets forth the high and low sales prices per share of our common stock. These prices below represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
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Year ended June 30, 2011:
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July 1, 2010 to June 30, 2011
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Options and Warrants
To date, none of our outstanding shares of common stock are subject to outstanding options. We have no warrants outstanding.
Shareholders
We have registered all of the common stock held by existing security holders for resale with the exception of the shareholdings of Donald C. Jones, our former Director, President and Chief Executive Officer (officially resigned May 17, 2010), and Terry G. Bowering, our current Director, President, and Chief Executive Officer. As of June 30, 2011, there were a total of 45 holders of record of Cyber Informatix, Inc.’s common stock, with a total of 5,870,000 shares outstanding.
Dividends
Cyber Informatix, Inc. has not declared, and does not foresee declaring, any dividends now or in the foreseeable future.
Item 6. Management’s Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with our condensed audited financial statements and the related notes that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. Our condensed audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
SEC Rule 405 under the Securities Exchange Act defines a "shell company" as a registrant with no or nominal operations and no or nominal assets or just assets consisting entirely of cash. A shell company is required to identify itself as such on the cover page of its periodic SEC reports. In the event of certain corporate reorganizations effecting a change in control of the SEC reporting company with an otherwise privately held company, a shell company is required to make extensive additional disclosures regarding the shell company and the privately held company whose objective may be to become an SEC reporting, public company. We have identified ourselves as a shell company
because of our limited operations and assets to date. It is not our plan or intention to seek out or entertain proposals for reorganization of our company with any other company which would result in a change in control or change in our business objective of being a successful software development and e-commerce company. The point at which a potential shell company's operations and assets would no longer be considered nominal is not defined in the Rule and has not been clarified by any SEC pronouncements or judicial interpretations. We intend to re-evaluate our operations and assets as well as any additional legal clarification prior to the filing of every report to determine if it is appropriate to change our self determined status.
Results of Operations
Our accumulated deficit as of our year ended on June 30, 2011 was $(162,928) as compared to $(144,960) as of June 30, 2010. During the fiscal year ended June 30, 2011, the deficit increased by $(17,968). The discussion below provides an overview of our operations, discusses our results of operations, our plan of operations and our liquidity and capital resources.
Our operating expenses are classified into the following categories:
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Professional Fees
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Depreciation & Amortization
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General Administrative Expenses
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Advertising and Marketing
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Website Design Expense
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Impairment of Software Expense
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Interest Expense
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Total sales for the year ended June 30, 2011 were $30 as compared to Sales of $60 for the year ended June 30, 2010. We realized a net loss of $(17,968) for the fiscal year ended June 30, 2011, compared to a net loss of $(36,651) for the fiscal year ended June 30, 2010. Total operating expenses for the year ended June 30, 2011 were $17,998 compared to $36,711 for the year ended June 30, 2010. Our operating expenses consist of marketing & advertising, rent & utilities, depreciation & amortization, impairment of software, and general administrative expenses.
General administrative expenses refer to stock transfer agent fees, filing fees, office expenses, and other miscellaneous expenses necessary to run the business on a daily basis. These expenses in aggregate amounted to $17,998 for the year ended June 30, 2011 and $18,416 for the year ended June 30, 2010. Professional fees consist primarily of our contracted accounting, legal and audit fees. These costs amounted to $15,047 for the year ended June 30, 2011 and $15,171 for the year ended June 30, 2010. Professional fees are attributable primarily to accounting, legal and audit fees for preparation and review of our filings with the Securities & Exchange Commission.
Our marketing and advertising expenses for the year ended June 30, 2011 were $Nil. For the next fiscal year ended June 30, 2012, we fully anticipate that advertising and marketing expenses will need to substantially increase as we strive to generate increased sales on our e-commerce website, now that our software is fully operational. Depreciation and amortization expense charged to operations was Nil and $18,295 in 2011 and 2010, respectively. In the previous fiscal year, we had fully amortized our fixed assets (our proprietary software) and any additions, on a straight-line basis over a three year period.
We have fully expensed our website design costs which consisted of website content update, search engine development, e-commerce shopping cart integration, and graphic design. For the year ended June 30, 2011 our website design expenses were $Nil as compared to $Nil for the year ended June 30, 2010.
We do not expect our office rent expenses to increase next year. We expect our depreciation expense to decrease in the next year due to a reduced amount of major fixed asset additions for the current fiscal period. We expect our administrative and marketing expenses to increase in the next year as we execute our business plan to increase sales. Also, additional legal advice and/or legal opinions may also be required, increasing legal costs. Due to the foregoing factors, our operating results are difficult to forecast. In addition, even though we have an operational business with minimal revenues at this stage, we cannot be certain that our planned increased marketing efforts will result in a substantial increase
in revenues so that we will become profitable in the near future.
Liquidity and Capital Resources
For the year ended June 30, 2011, Net cash provided (used) by operating activities was $(15,961). Net cash provided (used) by operating activities for the year ended June 30, 2010 was $(18,184).
Net cash (used) or provided by investing activities during the year ended June 30, 2011 was $Nil. Net cash provided (used) by investing activities for the year ended June 30, 2010 was Nil. Management determined that there was no need for any significant additions to additional software, equipment or leasehold improvements during the year ended June 30, 2011.
Net cash provided by financing activities for the year ended June 30, 2011 was $14,995. Cash provided by financing activities for the year ended June 30, 2010 was $19,721.
At June 30, 2011 we had $843 in cash, compared to $1,809 as at June 30, 2010.
Working Capital
We had working capital of $246 as at June 30, 2011, compared to working capital of $819 at June 30, 2010. We have funded our business operations through a combination of available cash and cash equivalents generated from equity issuances and shareholder loans.
We will need to raise additional capital within the next twelve months to sustain our business and realize our growth objectives. Additional funding may not be available on favorable terms or at all. We cannot predict with certainty what revenues and cash flow from operations we can expect during the next twelve months. We cannot guarantee that we will be able to raise sufficient capital or any capital at all in the future, in which case our operations may not grow as planned or be sustained at all.
Due to our resulting operating deficit, in their report on our audited condensed financial statements for the period ended June 30, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our audited financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. We do not expect to incur major auditing and legal expenses in the 2011/2012 fiscal period, therefore, we expect our financial situation to substantially change over future operating quarters. However, we may still incur losses as we will be expending funds for expenses unrelated to the operation of
the restaurant business such as auditing and legal expenses necessary to file our required reporting documents and to raise capital in the future as needed.
We can make no assurances that we will be able to obtain further funds required for our continued operations and development plans. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may not be able to execute our plans as desired.
PLAN OF OPERATIONS
Cautionary Statement Regarding Forward Looking Statements
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement and prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Please refer to our audited financial statements, presented in this filing, which are stated in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles.
Overview
To date, management has devoted much of its time and effort to organizational and financing matters and the initial development and ‘Phase 1” upgrade of our proprietary software product, “Personal Organizer 6.0”, www.personalelectronicorganizer.com . The success of our business over the next twelve months will be dependent upon our marketing efforts to drive a significant amount of online users (Internet ‘traffic’) to our e-commerce website that will then download and purchase our software products. Our ability to fully develop our software products and
deliver them on a price-competitive basis is also paramount to our success. As our business grows, we must also attract and retain qualified expert software consultants so that we can keep pace with the changing technology and provide customers with useful software applications.
We cannot be certain that:
● Future service revenue will be significant;
● Any sales will be profitable; or
● We will achieve commercial acceptance for any of our software products in the future;
The likelihood of our success will also depend upon our ability to:
● Raise additional capital from equity and/or debt financing to overcome the problems and risks described herein;
● Absorb the expenses and delays frequently encountered in the operation of a new business; and
● Succeed in the competitive environment in which we will operate.
Although management intends to explore all available alternatives for equity and/or debt financing, including, but not limited to, private and public securities offerings, we cannot be certain that we will be able to generate additional capital. Our continuation as a going concern is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to achieve profitability. We are unable to accurately calculate the exact cost of our plan of operation over the next twelve
months. The plan of operation over this period is to focus upon completing our software upgrades and our commencing our marketing plan.
The full implementation of our business plan, including the employment or retention of experts as consultants, is dependent upon our ability to raise significant additional capital from equity and/or debt financing in the near future and/or achieve significant profits from operations. We believe that we may not realize significant profits from operations in the next year and that it will be necessary to raise additional funds. We intend to increase our efforts to raise capital,
exploring all available alternatives for debt and/or equity financing, including, but not limited to, private and public securities offerings. We cannot be certain that these efforts will be successful. In the event that only limited additional financing is received, we expect our opportunities in the software development business to be limited. Further, even if we succeed in obtaining the level of funding necessary to fully implement our business plan and proposed integrated marketing campaign and employ or retain the necessary experts in software development and, in turn, obtain a sizable customer base,
this will not ensure the realization by us of profits from operations.
Satisfaction of our cash obligations for the next 12 months.
Our plan of operation has provided for us to: (i) begin the early stages of our marketing plan, and (ii) complete phase II of our proprietary software upgrade.
We have completed Phase I of our software upgrade and it is fully functional and in operation on our website, www.personalelectronicorganizer.com , as of the date of this filing. However, we are currently not in a position to complete phase II of our software upgrade. In addition, our cash on hand is not adequate to fund our marketing expenditures sufficient enough to drive enough traffic to our website to generate an increased level of sales.
We may seek loans from affiliated parties to fund our operations over the next twelve months. Currently, we have made not made any written or legally enforceable arrangements to obtain such funding. We have estimated that the costs of planned operations for the next twelve months will not exceed $50,000. Unless we successfully realize proceeds from the sale of new shares and/or Management provides interim funding directly, we will not be able to conduct planned operations with currently available capital resources beyond the next 90 days. The primary variable cost that will drive revenues and growth for our online software business is marketing and advertising costs. Given that our web hosting fees and primary
Internet search-engine fees are prepaid until the end of 2011 and we will need a maximum of $5,000 at this stage to complete our next software re-development phase, we can operate for a period of 90 days to 180 days with a reduced level of funding, if necessary.
At the date of this filing, management has not made any written or legally enforceable agreements to obtain funding for the next twelve months of operations. However, since the sole Principal, Mr. Terry G. Bowering, has already committed personal funds in the form of a shareholder loan and contributed capital to initially fund the company and sustain ongoing operations, it is in the best interests of the company as well as the principal to personally commit to providing the necessary funds when needed over the next twelve-month period to continue the company’s plan of operations. At such time if and when funds are advanced to the company in the form of additional loans, the company will issue a
promissory note that will stipulate conditions for re-payment. This document (promissory note) will be enforceable in accordance with its terms under the applicable law. Management may seek loans from affiliated parties or outside sources to provide funds from time to time over the next twelve month period subject to the conditions that the company will issue corresponding promissory notes that will include interest payable terms that are both suitable and attractive to the prospective issuer and guaranteed by the principals of the company.
Summary of any product research and development that we will perform for the term of the plan.
We anticipate undergoing further development and upgrading of our proprietary software in order to make the product more user-friendly. To accomplish this goal, we have determined that we need to add a number of navigation and Help features to our software. With the proceeds of future share offerings, we intend to roll out an up-dated version of our personal organizer software by late 2011 or early 2012 offering free 90-day trial downloads to gauge market acceptance of the product.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time or in the next 12 months.
Significant changes in number of employees.
The number of employees required to operate our business is currently two individuals (our company principal and accountant). We currently contract out for our website design and software development services. After we complete a planned equity offering over the next fiscal year, our plan of operation anticipates hiring at least one additional full time person with software development expertise.
Future Operations and Marketing Strategy
Our primary objective for the next twelve months will be to increase traffic and advertising sales on our website, www.cyberinformatix.com and www.personalelectronicorganizer.com .
We expect to significantly increase our planned expenditures for marketing and promotion over the next twelve month period. This is essential to increase awareness on the Internet of our e-commerce website. We plan to further develop our web-site and e-commence business in a more aggressive manner. We expect that marketing expenses will range approximately $3,000 to $5,000 per month over the next fiscal period.
We have the following goals for the next twelve months:
|
|
●
|
Increase Traffic to our Website. We intend to continue to use both free and paid online and offline promotion opportunities to attract new traffic to our website. Management believes that increased traffic to our website will continue to result in increased revenue. We believe that as we continue to attract more online users to our website that try our free product trials, it will result in increased sale conversions.
|
|
|
●
|
Improve Customer/User Experience. We intend to continue to develop our website and software to improve ease of use and “user-friendliness”. Management believes that furtherance of this goal will result in increased “stickiness” of the website, meaning that users will view more pages within the site and voluntarily return to the website more often, both of which should result in sales revenue. We intend to improve the user experience by converting the software source code from the original C++ programming to .NET (Dot Net) which allows the programmer/developer to create a more visually appealing as well as a more effective navigational experience for the user. The new version of our software will feature
numerous improvements to the user experience and make our software products more appealing and hence enhance product sales.
|
|
|
●
|
Launch New products. We currently offer a feature product called “Personal Organizer 6.0”, aimed at the consumer personal-use market. We are considering further developing this concept to extend its application to the corporate market. Specifically, we are considering a time-management and organizer product for the high-level Corporate Executive, as well as a project management product suitable for multiple applications. We are currently in the planning stages for these products.
|
The steps needed to make Cyber Informatix, Inc. operational and successful in the next twelve month period consist of the following:
Over the next twelve months, we will aim to reach a critical mass of online customers sufficient enough to generate positive monthly positive cash flows, thorough a comprehensive marketing plan that builds the "Cyber Informatix" brand name by consistently driving traffic to our e-commerce website in a cost-effective manner.
We are currently in the process of achieving the step of marketing and building our software product brand name. However, funding for the completion of these steps is dependent upon the receipt of capital from future equity and/or debt financings. Because we are dependent upon additional funding to achieve our strategic milestones needed to make Cyber Informatix, Inc. successfully profitable, we are unable to anticipate the exact timing of achieving our the milestones. Further, because we have only commenced the first milestone listed above, we are not
yet able to determine the costs associated with each milestone. We expect to be able to initiate a limited marketing campaign with the proceeds of future equity offerings and/or shareholder loans. We anticipate the necessity of paying a sizeable amount of compensation to expert consultants that we intend to retain as independent contractors to assist in developing our software products for us. We cannot be certain that we will be able to raise the necessary funds from a private, or public securities offering, or otherwise.
Certain Relationships and Related Transactions
We intend that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors will be on terms no less favorable to us than those reasonably obtainable from third parties. To date, some related party transactions have taken place. These relationships and related transactions are discussed in detail on page 27 in section Part III Item 12, Certain Relationships and Related Transactions.
As noted in Note 8 of the Consolidated Financial Statements of June 30, 2011:
|
|
a)
|
As of June 30, 2011, the total loan amount due to the shareholder was Nil (2010: Nil).
|
|
|
b)
|
During the year, the Company paid the director and officer of the Company $0 in wages. No directors’ fees were paid.
|
Item 7. Financial Statements
CYBER INFORMATIX, INC.
CONDENSED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2011
CONTENTS
|
Page
|
|
F-1
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Cyber Informatix, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Cyber Informatix, Inc. (A Development Stage Company) as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended June 30, 2011 and 2010 and since inception on September 10, 2007 through June 30, 2011. Cyber Informatix, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cyber Informatix, Inc. (A Development Stage Company) as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended June 30, 2011 and 2010 and since inception on September 10, 2007 through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal revenues, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Las Vegas, Nevada
September 9, 2011
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351
F-2
|
CYBER INFORMATIX, INC.
|
||||||||
|
(A Development Stage Company)
|
||||||||
|
BALANCE SHEETS
|
||||||||
|
2011
|
2010
|
|||||||
|
June 30
|
June 30
|
|||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 843 | $ | 1,809 | ||||
|
TOTAL CURRENT ASSETS
|
843 | 1,809 | ||||||
|
SOFTWARE AND WEBSITE
|
||||||||
|
Net of Depreciation and Amortization
|
- | - | ||||||
|
TOTAL ASSETS
|
$ | 843 | $ | 1,809 | ||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts Payable and Accrued Liabilities
|
597 | 990 | ||||||
|
TOTAL CURRENT LIABILITIES
|
597 | 990 | ||||||
|
TOTAL LIABILITIES
|
597 | 990 | ||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Common stock; 75,000,000 shares authorized at $0.001 par value,
|
||||||||
|
5,870,000 shares issued and outstanding, (Note 6)
|
5,870 | 5,870 | ||||||
|
Additional Paid In Capital
|
157,304 | 139,909 | ||||||
|
Accumulated Deficit in the development stage
|
(162,928 | ) | (144,960 | ) | ||||
|
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
246 | 819 | ||||||
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 843 | $ | 1,809 | ||||
The accompanying notes are an integral part of these financial statements.
F-3
|
CYBER INFORMATIX, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
STATEMENTS OF OPERATIONS
|
||||||||||||
|
From Inception
|
||||||||||||
|
September 10,
|
||||||||||||
|
Year Ended
|
Year Ended
|
2007 through
|
||||||||||
|
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
||||||||||
|
SALES
|
$ | 30 | $ | 60 | 956 | |||||||
|
SALES FROM RELATED PARTIES
|
- | - | 236 | |||||||||
|
TOTAL SALES
|
30 | 60 | 1,192 | |||||||||
|
COST OF SALES
|
- | - | - | |||||||||
|
GROSS PROFIT
|
30 | 60 | 1,192 | |||||||||
|
OPERATING EXPENSES
|
||||||||||||
|
General & administrative expenses
|
17,998 | 18,416 | 65,889 | |||||||||
|
Advertising & marketing
|
- | - | 7,314 | |||||||||
|
Website design
|
- | - | 10,778 | |||||||||
|
Impairment of software
|
- | - | 22,774 | |||||||||
|
Depreciation & amortization
|
- | 18,295 | 64,365 | |||||||||
|
TOTAL OPERATING EXPENSES
|
17,998 | 36,711 | 171,120 | |||||||||
|
LOSS FROM OPERATIONS
|
(17,968 | ) | (36,651 | ) | (169,928 | ) | ||||||
|
OTHER INCOME (EXPENSES)
|
||||||||||||
|
Gain on extiguishment of debt
|
- | - | 8,204 | |||||||||
|
Interest Expense
|
- | - | (1,204 | ) | ||||||||
|
TOTAL OTHER EXPENSES
|
- | - | 7,000 | |||||||||
|
LOSS BEFORE INCOME TAXES
|
(17,968 | ) | (36,651 | ) | (162,928 | ) | ||||||
|
PROVISION FOR INCOME TAXES
|
- | - | - | |||||||||
|
NET LOSS
|
$ | (17,968 | ) | $ | (36,651 | ) | (162,928 | ) | ||||
| Basic loss per share of common stock | $ | (0.00 | ) | $ | (0.01 | ) | ||||||
|
Weighted average number of common shares outstanding
|
5,870,000 | 5,778,836 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
| CYBER INFORMATIX, INC. | ||||||||||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||||||||||
| STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||||||
|
Additional
|
Stock
|
Totals
|
||||||||||||||||||||||
|
Common Stock
|
Paid In
|
Subscriptions
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Receivable
|
Deficit
|
Equity
|
|||||||||||||||||||
|
BALANCE ON INCEPTION
|
||||||||||||||||||||||||
|
September 10, 2007
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
|
Common stock issued at $0.001
|
||||||||||||||||||||||||
|
Per share, September 28, 2007
|
4,500,000 | 4,500 | - | - | - | 4,500 | ||||||||||||||||||
|
Common stock issued at $0.01
|
||||||||||||||||||||||||
|
Per share, June 30, 2008
|
945,000 | 945 | 8,505 | (9,450 | ) | - | - | |||||||||||||||||
|
Contributed Capital
|
- | - | 1,800 | - | - | 1,800 | ||||||||||||||||||
|
Net (Loss) for year ended
|
||||||||||||||||||||||||
|
June 30, 2008
|
- | - | - | - | (38,523 | ) | (38,523 | ) | ||||||||||||||||
|
BALANCE, JUNE 30, 2008
|
5,445,000 | $ | 5,445 | $ | 10,305 | $ | (9,450 | ) | $ | (38,523 | ) | $ | (32,223 | ) | ||||||||||
|
Contributed Capital
|
- | - | 57,408 | - | - | 57,408 | ||||||||||||||||||
|
Common stock issued at $0.02
|
||||||||||||||||||||||||
|
Per share, June 30, 2009
|
150,000 | 150 | 2,850 | 9,450 | - | 12,450 | ||||||||||||||||||
|
Net (Loss) for year ended
|
||||||||||||||||||||||||
|
June 30, 2009
|
- | - | - | - | (69,786 | ) | (69,786 | ) | ||||||||||||||||
|
BALANCE, JUNE 30, 2009
|
5,595,000 | $ | 5,595 | $ | 70,563 | $ | - | (108,309 | ) | $ | (32,151 | ) | ||||||||||||
|
Contributed Capital
|
- | - | 64,121 | - | - | 64,121 | ||||||||||||||||||
|
Common stock issued at $0.02
|
||||||||||||||||||||||||
|
Per share, September 30, 2009
|
275,000 | 275 | 5,225 | - | - | 5,500 | ||||||||||||||||||
|
Net (Loss) for year ended
|
||||||||||||||||||||||||
|
June 30, 2010
|
- | - | - | - | (36,651 | ) | (36,651 | ) | ||||||||||||||||
|
BALANCE, JUNE 30, 2010
|
5,870,000 | $ | 5,870 | $ | 139,909 | $ | - | (144,960 | ) | $ | 819 | |||||||||||||
|
Contributed Capital
|
- | - | 17,395 | - | - | 17,395 | ||||||||||||||||||
|
Net (Loss) for year ended
|
||||||||||||||||||||||||
|
June 30, 2011
|
- | - | - | - | (17,968 | ) | (17,968 | ) | ||||||||||||||||
|
BALANCE, JUNE 30, 2011
|
5,870,000 | $ | 5,870 | $ | 157,304 | $ | - | $ | (162,928 | ) | $ | 246 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
|
CYBER INFORMATIX, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||
|
|
From Inception
|
|||||||||||
|
Twelve Months Ended
|
September 10,
|
|||||||||||
|
June 30,
|
2007 through
|
|||||||||||
|
2011
|
2010
|
June 30, 2011
|
||||||||||
|
OPERATING ACTIVITIES
|
||||||||||||
|
Net Loss
|
$ | (17,968 | ) | (36,651 | ) | $ | (162,928 | ) | ||||
|
Adjustments to reconcile net loss to net cash used by
|
||||||||||||
|
operating activities:
|
||||||||||||
|
Gain on extinguishment of debt
|
- | - | (7,000 | ) | ||||||||
|
Impairment of software
|
- | - | 22,774 | |||||||||
|
Depreciation & amortization
|
- | 18,295 | 64,365 | |||||||||
|
Donated Rent
|
2,400 | 2,400 | 9,000 | |||||||||
|
Expenses paid by related parties
|
- | - | - | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Increase (decrease) in accounts payable
|
(393 | ) | (2,228 | ) | 598 | |||||||
|
Net Cash Provided (Used) by Operating Activities
|
(15,961 | ) | (18,184 | ) | (73,192 | ) | ||||||
|
INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of fixed assets
|
- | - | (72,139 | ) | ||||||||
|
Net Cash Provided (Used) by Investing Activities
|
- | - | (72,139 | ) | ||||||||
|
FINANCING ACTIVITIES
|
||||||||||||
|
Sale of Stock
|
- | 275 | 22,450 | |||||||||
|
Contributed Capital
|
14,995 | 19,446 | 84,224 | |||||||||
|
Proceeds (payment) on note payable
|
- | - | (8,000 | ) | ||||||||
|
Proceeds (payment) on shareholder loan
|
- | - | 47,500 | |||||||||
|
Net Cash Provided by Financing Activities
|
14,995 | 19,721 | 146,174 | |||||||||
|
NET INCREASE (DECREASE) IN CASH
|
(966 | ) | 1,537 | 843 | ||||||||
|
CASH POSITION, BEGINNING OF PERIOD
|
1,809 | 272 | - | |||||||||
|
CASH POSITION, END OF PERIOD
|
$ | 843 | $ | 1,809 | $ | 843 | ||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||||||
|
CASH PAID FOR DURING THE PERIOD:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | 300 | ||||||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
|
NON CASH FINANCING ACTIVITIES
|
||||||||||||
|
Stock Subscriptions Receivable
|
$ | - | $ | - | $ | - | ||||||
|
Donated Rent
|
$ | 2,400 | $ | 2,400 | $ | 9,000 | ||||||
|
Note Payable for Software Asset Purchase
|
$ | - | $ | - | $ | 8,000 | ||||||
The accompanying notes are an integral part of these financial statements.
F-6
CYBER INFORMATIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2011
1. DESCRIPTION OF THE BUSINESS
Cyber Informatix, Inc. (the "Company") is in the initial development stage and has incurred losses since inception totaling $(162,928). The fiscal year end of the Company is June 30. The company was incorporated September 10, 2007 under the laws of the state of Nevada as Cyber Informatix, Inc. The company was established to pursue opportunities in the pre-packaged downloadable software industry, targeting the personal-use software application market. The software products are distributed exclusively via the internet and are available for download only. The company intends to develop more software products in the future to add to the current product
line. The company initially purchased software and source code assets via an asset purchase agreement on September 30, 2007. The website has been further developed to accommodate multi-payment applications and functions as a user-friendly e-commerce business. The software products are available via download online at www.cyberinformatix.com and www.personalelectronicorganizer.com .
2. GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The company’s accumulated deficit since inception is $(162,928). For the year ended June 30, 2011, the Company has incurred a net loss of $(17,968). The company’s current assets exceed its current liabilities by only $246. These factors may create uncertainty about the Company's ability to continue as a going concern.
In order to continue as a going concern and achieve a profitable level of operations, the Company will require, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) raising additional capital through sale of common stock in additional private placement share offerings expected to commence in the 2011/2012 fiscal year; (2) obtaining loans by issuing additional promissory notes to principals and/or shareholders.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation
These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. The company’s functional currency is the United States Dollar.
Use of Estimates and Assumptions
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 and assumptions.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
F-7
CYBER INFORMATIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2011
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
Our policy regarding cash and cash equivalents is to only recognize non-restricted cash balances with immediate liquidity or with liquidation maturity dates of less than 90 days, as cash on our balance sheet and on our statements of cash flows.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with FASB ASC 605. Revenue will consist of online downloadable software applications and will be recognized only when all of the following criteria have been met:
|
|
(i)
|
Delivery of product has occurred; i.e. commercial version software is downloaded by customer.
|
|
|
(ii)
|
Payment has been confirmed received
|
|
(iii)
|
The fee is fixed or determinable; and
|
|
(iv)
|
Revenue is reasonably assured.
|
Website Design Costs
We have expensed all website design costs.
Software Development Costs
The Company accounts for software development costs in accordance with FASB Accounting Standards Codification ("ASC") No. 86, "Computer Software to Be Sold, Leased, or Otherwise Marketed". Such costs are expensed prior to achievement of technological feasibility and thereafter are capitalized. There has been very limited software development costs incurred between the time the software and its related enhancements have reached technological feasibility and its general release to customers. As a result, all software development costs have been charged to product development.
Further, as discussed in Note 5, the Company acquired the initial source code for the Cyberinformatix.com software applications at the inception of the business on September 30, 2007. The company expects to incur further software development costs in the next fiscal year that will result from planned software upgrades as well as development of new software products.
Marketing and Advertising Expenses
The company’s policy regarding advertising is to expense advertising when incurred. The company’s advertising costs consist primarily of various forms of media purchased from Internet-based marketers and Internet search engines. For the year ended June 30, 2010, and June 30, 2009, marketing and advertising expense amounted to $Nil.
Depreciation
The core proprietary software source code asset has been amortized over the expected life of three years on a straight line basis. The amortization for the year ended June 30, 2010 is $Nil and the accumulated amortization is $18,295 as of June 30, 2010.
Loss Per Common Share
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with FASB ASC No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States
F-8
CYBER INFORMATIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2011
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this 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 balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or
substantive enactment.
Recent Accounting Pronouncements
The Company’s management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncements will have a material effect on the financial statements.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of FASB ASC No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
5. INTANGIBLE ASSETS
On September 30, 2007, the Company entered into an asset purchase agreement with Cyberinformatix, Inc. of Orlando, Florida, whereby the Company purchased certain assets of Cyberinformatix, Inc., that principally included the original software source code application programs, domain names, website, and associated rights for a total purchase price of $80,000, through a cash payment of $65,000 and the issuance of an interest bearing note payable for $15,000 due in one year from the date of purchase. During the year ended June 30, 2009, a Gain on Extinguishment of Debt of $8,204 was realized as a result of the re-negotiation and subsequent reduced payment in full of the principal and interest accrued on the original
Note Payable. An Impairment of Software expense in the amount of $7,000 was recorded on October 1, 2008. Further, upon management’s assessment of estimated future cash flows generated from the software asset as at June 30, 2009, it was decided to permanently impair the value of the software asset in the amount of $15,774. The original software source code purchased from Cyberinformatix, Inc., a Florida corporation, (no prior or current relationship exists with Cyber Informatix Inc.), is the core of our existing product. This software asset has been amortized over the expected life of three years on a straight line basis. The amortization for the year ended June 30, 2011 was $Nil and the accumulated amortization is $64,365 as of June 30, 2011.
6. CAPITAL STOCK
The company currently has authorized 75,000,000 common voting shares each with a par value of $0.001. On September 28, 2007, the Company issued a total of 4,500,000 shares of its common stock to its founders for total cash
F-9
CYBER INFORMATIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2011
6. CAPITAL STOCK (Continued)
proceeds of $4,500. On June 30, 2008, the Company issued a total of 945,000 shares of its common stock to nineteen individuals residing outside the U.S. for total proceeds of $9,450. On June 30, 2009, the Company issued a total of 150,000 shares of its common stock to ten individuals residing outside the U.S. for total proceeds of $3,000. On September 30, 2009, the Company issued a total of 275,000 shares of its common stock for total proceeds of $5,500. As of the period ended June 30, 2010, the company had a total of 5,870,000 common shares outstanding.
7. RELATED PARTY TRANSACTIONS
During the year ended June 30, 2010, one of the founding shareholders, Donald C. Jones, had an outstanding loan to the company. On June 29, 2010, Mr. Jones officially forgave the loan to reduce the balance from $47,500 to Nil. The loan reduction was recorded as a credit to Contributed Capital. This shareholder loan carried no interest and no set terms of principal repayment.
8. INCOME TAXES
As of June 30, 2011, the Company had net operating loss carry forwards of approximately $162,928 that may be available to reduce future years' taxable income and will expire commencing in 2026. Availability of loss usage is subject to change of ownership limitations under FASB ASC 740-10. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carryforwards.
9. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date that the financial statements were issued, and has determined there are no other subsequent events to be reported.
F-10
Item 8. Changes in and disagreements with Accountants on Accounting and Financial Disclosure
There have been no disagreements on accounting and financial disclosures from the inception of the Company through to the date of this Report.
On August 6, 2009, we filed a form 8-K in notification that the company has changed its independent registered public accounting firm. The company has re-audited and restated its financial statements for the year ended June 30, 2008, in conjunction with the PCAOB revocation of the registration of its prior auditor. The company has engaged the PCAOB registered public accounting firm of Seale & Beers, CPAs to audit its financial statements.
Item 8A. Controls and Procedures
Critical Accounting Policies
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching
the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.
As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
There have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of June 30, 2010, our internal control over financial reporting was effective.
(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 8B. Other Information
None to Report.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
The following table sets forth certain information as of September 9, 2011.
Executive Compensation:
The following table sets forth the salaries and directors’ fees we expect to pay to our executives on an annual basis.
|
Person
|
Age
|
Position
|
Term
|
|||
|
Mr. Terry G. Bowering
|
51
|
President, Chief Executive Officer
|
1 Year
|
We do not have an audit committee, nor do we have a compensation committee at this time. We anticipate forming these committees at a future Board of Directors’ meeting.
On May 17, 2010, Mr. Donald C. Jones officially resigned as Director, President, and Chief Executive Officer of Cyber Informatix Inc.
Director, President, Chief Executive Officer
Terry G. Bowering was born August 30, 1960, in Canada.
At present, Mr. Bowering is employed as Managing Director and General Manager of China Doll Foods Ltd. (formerly Fastserve Foods Inc.), in Regina, Saskatchewan, Canada. Mr. Bowering oversees the daily business operations of ChinaDoll Foods Ltd., its restaurants and food services business, as well as the corporate development and administrative duties for Allstar Restaurants. From 1999 to 2003 Mr. Bowering was a Director and Chief Executive Officer of Netforce Systems Inc., an Internet Services company, based in Antigua, West Indies. Mr. Bowering holds a Bachelor of Administration degree (B.Admin.) in Finance from the University of Regina, and a Master of Business Administration degree (MBA) from the University of
Saskatchewan, Canada. Mr. Bowering currently resides in Regina, Canada. Mr. Bowering was appointed to the position of Director on September 11, 2007, to serve until his successor has been elected and qualifies.
Compliance with Section 16(a) of Securities Exchange Act of 1934
During the fiscal year ended June 30, 2011, our Directors and Officers complied with all applicable Section 16(a) filing requirements. This statement is based solely on a review of the copies of such reports that reflect all reportable transactions furnished to us by our Directors and Officers and their written representations that such reports accurately reflect all reportable transactions.
Item 10. Executive Compensation
The following table sets forth the current salaries and directors’ fees paid to our executives on an annual basis.
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Person
|
Position
|
Salary
|
Directors’ fees
|
|||
|
Terry G. Bowering
|
President, CEO, Director
|
$0.00
|
$0.00*
|
We currently do not have an audit committee, nor do we have a compensation committee. We anticipate forming these committees at a future Board of Directors’ meeting.
|
Person
|
Director’s Position
|
Stock Based Salary
|
*Fees
|
Compensation/Salary
|
Total
|
|||||||||||||||||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||||||||||
|
Terry G.
Bowering
|
President,
CEO
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
We currently have one director. As of September 9, 2011, there are no other arrangements, standard or otherwise, with any director or officer wherein the director or officer is compensated other than as stated above.
So that we can attract qualified personnel in the future, and to retain quality employees, officers and directors, we intend to develop a stock option plan and have our employees, officers and directors opt in to the plan at their choosing; and/or issue shares to our employees, officers and directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of June 30, 2011, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:
|
AMOUNT AND NATURE
|
PERCENT OF
|
|||||
|
|
OF BENEFICIAL SHARES
|
OUTSTANDING
|
||||
|
NAME
|
OWNED
|
OWNERSHIP
|
||||
|
Donald C. Jones
|
2,500,000 common shares
|
42.6 | % | |||
|
Terry G. Bowering
|
2,000,000 common shares
|
34.0 | % | |||
Item 12. Certain Relationships and Related Transactions
We intend that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors will be on terms no less favorable to us than those reasonably obtainable from third parties. To date, some related party transactions have taken place.
Since inception of the company, Mr. Donald C. Jones, our original President and Chief Executive Officer (officially resigned all positions with the company on May 17, 2010), and Mr. Terry G. Bowering, our current President and Chief Executive Officer, have both loaned funds to the company to fund operations. During the 2008/2009 fiscal period, the total principal of the shareholder loans was substantially reduced. During most of the year ended June 30, 2010, Mr. Donald C. Jones had a remaining outstanding loan to the company. In the interest of assisting the company in maintaining its ongoing viability and solvency, on June 29, 2010 Mr. Jones officially forgave this loan in its entirety to reduce the balance from $47,500 to a balance of Nil. The
loan reduction was recorded as a credit to Contributed Capital. This shareholder loan carried no interest and no set terms of principal repayment.
Item 13. Exhibits
EXHIBITS
(a) Audited Consolidated Financial Statements (included in Part 10 of this Report):
(b) None.
(c) Exhibit
Item 14. Principal Accountant Fees and Services.
Our audit fees have remained consistent the last two years. However, we are aware that audit fees have generally increased as a function of the increased reporting requirements mandated by the enacted Sarbanes-Oxley Act. We are also optimistic that our business activities will increase, which will require auditing procedures over a greater transaction base.
AUDIT FEES. The aggregate fees billed by our auditors for professional services rendered for the audits of our annual financial statements for the fiscal years ended June 30, 2011 and 2010 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during the fiscal year ended June 30, 2011 and 2010 were $10,000 and $9,270 respectively.
AUDIT RELATED FEES. We did not incur any fees to auditors for audit related fees during the fiscal years ended June 30, 2011 and 2010.
TAX FEES. Our fees to auditors for tax compliance, tax advice or tax compliance services during the fiscal year ended June 30, 2010 were $535, and anticipated to the be the same for June 30, 2011 fiscal year-end.
ALL OTHER FEES. We did not incur any other fees billed by auditors for services rendered to our Company, other than the services covered in “Audit Fees” for the fiscal years ended June 30, 2011 and 2010.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CYBER INFORMATIX, INC.:
(Registrant)
By /s/ Terry G. Bowering
Terry G. Bowering, Chief Executive Officer
(Principal Executive Officer, Chief Financial Officer,
Chief Accounting Officer (Principal Financial Officer)
Director
Date September 22, 2011
Page 26