Attached files
Exhibit 99.1
EXPLOREANYWHERE, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
EXPLOREANYWHERE, INC
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
Page(s)
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Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statement of Changes in Stockholders' (Deficit) Equity F-4
Statements of Cash Flows F-5
Notes to the Financial Statements F-6
[LETTERHEAD OF SAM KAN & COMPANY]
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Explore Anywhere, Inc.
We have audited the accompanying balance sheet of Explore Anywhere, Inc. (the
Company), as of December 31, 2010 and December 31, 2009 and the related
statements of operations, changes in stockholders' equity (deficit), and cash
flows for the years ended December 31, 2010 and December 31, 2009. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express and 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. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 the Company as of December 31,
2010 and December 31, 2009, and the results of its operations and cash flows for
the years ended December 31, 2010 and December 31, 2009 in conformity with U.S.
generally accepted accounting principals.
We were not engaged to examine management's assessment of the effectiveness of
the Company's internal controls over financial reporting as of December 31, 2009
and December 31, 2008, and accordingly, we do express an opinion on them.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has suffered losses and has experienced
negative cash flows from operations, which raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to those matters are also described in Note B to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Sam Kan & Company
-------------------------------
Sam Kan & Company
March 17, 2011
Alameda, California
F-1
ExploreAnywhere, Inc.
Balance Sheets
December 31,
-------------------------------
2010 2009
---------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 12,643 $ 3,482
---------- ----------
TOTAL CURRENT ASSETS 12,643 3,482
Property and equipment, net 22,183 28,806
---------- ----------
TOTAL ASSETS $ 34,826 $ 32,288
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 58,825 $ 45,133
Accrued Interest 16,065 9,962
Note Payble 100,231 50,242
---------- ----------
TOTAL LIABILITIES (ALL CURRENT) 175,121 105,337
STOCKHOLDERS' (DEFICIT) EQUITY
Common Stock: $.001 par value, 50,000,000 shares authorized,
2,613,750 shares issued and outstanding as of December 31, 2010 and 2009 2,614 2,614
Additional paid-in capital 345,886 345,886
Accumulated deficit (488,795) (421,549)
---------- ----------
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (140,295) (73,049)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 34,826 $ 32,288
========== ==========
See accompanying notes to financial statements
F-2
ExploreAnywhere, Inc.
Statement of Operations
Year Ended December 31,
-----------------------------------
2010 2009
------------ ------------
SALES, NET
Revenue $ 11,683 $ 34,138
------------ ------------
REVENUE 11,683 34,138
OPERATING EXPENSES
Selling, general and administrative 72,825 48,565
------------ ------------
INCOME (LOSS) FROM OPERATING EXPENSES (61,142) (14,427)
OTHER INCOME (EXPENSES)
Interest expenses (6,104) (11,071)
------------ ------------
TOTAL OTHER INCOME (EXPENSES) (6,104) (11,071)
INCOME BEFORE INCOME TAXES (67,246) (25,498)
------------ ------------
Income taxes -- 575
------------ ------------
Net loss from continuing operations (67,246) (24,923)
Net loss from discontinued operations -- (6,621)
------------ ------------
NET LOSS $ (67,246) $ (31,544)
============ ============
EARNINGS (LOSS) PER SHARE OF COMMON STOCK BASIC AND DILUTED:
Loss from continuing operations $ -- $ --
Loss from discontinued operations -- --
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
BASIC AND DILUTED 2,613,750 2,613,750
============ ============
See accompanying notes to financial statements
F-3
ExploreAnywhere, Inc.
Statements of Stockholders' Equity
Common Stock
----------------------- Additional Total
Shares Par Value Paid in Accumulated Stockholders'
Issued ($0.001) Capital Deficit Equity
------ -------- ------- ------- ------
Balance at December 31, 2007 2,598,750 $ 2,599 $ 343,901 $ (71,596) $ 274,904
Common stock 15,000 15 1,985 2,000
Net Loss (318,409) (318,409)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2008 2,613,750 2,614 345,886 (390,005) (41,505)
Net Loss (31,544) (31,544)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2009 2,613,750 2,614 345,886 (421,549) (73,049)
Net Loss (67,246) (67,246)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2010 2,613,750 $ 2,614 $ 345,886 $ (488,795) $ (140,295)
========== ========== ========== ========== ==========
See accompanying notes to financial statements
F-4
ExploreAnywhere, Inc.
Statements of Cash Flows
Year Ended December 31,
---------------------------
2010 2009
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(67,246) $(31,544)
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 6,623 6,624
Changes in operating assets and liabilities:
Accounts receivable -- 382
Accounts payable 13,692 (7,466)
Accrued Interest 6,103 9,962
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (40,828) (22,042)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds from / (loan repayment from) 49,989 (1,444)
-------- --------
NET CASH USED IN (PROVIDED BY) FINANCING ACTIVITIES 49,989 (1,444)
NET CHANGE IN CASH 9,161 (23,486)
CASH AT BEGINNING OF PERIOD 3,482 26,968
-------- --------
CASH AT END OF YEAR $ 12,643 $ 3,482
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ -- $ 1,109
======== ========
Cash paid for income taxes $ -- $ (575)
======== ========
See accompanying notes to financial statements
F-5
EXPLOREANYWHERE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION, NATURE OF BUSINESS AND TRADE NAME
ExploreAnywhere, Inc. ("Company"), formerly known as ExploreAnywhere Software,
LLC, is a privately held corporation incorporated in the state of Nevada, United
States. Originally founded in August of 2002, the Company specializes in
computer monitoring solutions for parents, corporations, and educational
facilities.
On November 6, 2007, the Company filed Articles of Conversion from
ExploreAnywhere Software, LLC a New Hampshire Jurisdiction to ExploreAnywhere,
Inc. a Nevada Corporation. A plan of conversion has been adopted by the
constituent entity in compliance with law of the Jurisdiction governing the
constituent entity.
On December 20, 2010, the Company entered into a Share Exchange Agreement with
Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation)
publicly traded Nevada Corporation, whereby Explore Anywhere Holding Corporation
will acquire from the Shareholders all the issued and outstanding shares of
ExploreAnywhere, Inc. in exchange for 2,613,750 shares of Explore Anywhere
Holding Corporation's common stock. On February 4, 2011, the Company completed
this transaction, and the Company became a wholly-owned subsidiary of Explore
Anywhere Holding Corporation. Explore Anywhere Holding Corporation intends to
file the Company's last two fiscal years of audited financial statements and pro
forma financial statement showing the effects of the acquisition and other
information regarding the Company on a Form 8-K. Explore Anywhere Holding
Corporation signed a waiver agreeing to complete the merger while the
independent audit of ExploreAnywhere, Inc. is being completed. Management
anticipates completing the audit, on schedule, by the end of March.
On February 4, 2011, Explore Anywhere Holding Corporation (formerly known as
PorFavor Corporation), a Nevada corporation (Pink Sheets:PFVR.pk - News), the
Company announced that it has completed the acquisition of the assets, including
the website and intellectual property, of ExploreAnywhere, Inc.
Effective February 9, 2011, the Board of Directors elected Mr. Oliver Nelson as
CEO of the Company.
BASIS OF PRESENTATION
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reported period. Actual results could differ
from those estimates. Management further acknowledges that it is solely
responsible for adopting sound accounting practices, establishing and
maintaining a system of internal accounting control and preventing and detecting
fraud. The Company's system of internal accounting control is designed to
assure, among other items, that (1) recorded transactions are valid; (2) all
valid transactions are recorded and (3) transactions are recorded in the period
in a timely manner to produce financial statements which present fairly the
financial condition, results of operations and cash flows of the company for the
respective periods being presented.
F-6
USE OF ESTIMATES
The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets, liabilities, revenues and
expenses. Actual results could differ from these estimates.
REVENUE RECOGNITION
For internet sale, the Company recognizes revenue upon the online distribution
of products to customers. There is no technical support or warranty associated
with the sale of its online software. If the customers have any problems with
its software that cannot be easily resolved, the Company will fully refund it.
For retail sale, the Company recognizes revenue upon the shipment of products to
retailer and records provisions for discounts to customers based on the terms of
sale in the same period in which the related sales are recorded. The Company has
associated with a retailer where the Company generates more than 90% of its
retail revenue in 2009.
On December 12, 2009, the board approved to discontinue the retail sales of its
software products. All software products and services activities are sold
online. The whole operation of the retail sales has been classified as
discontinued operations, and the results of operations of this business from
discontinued operations reflected in the statement of operations of our
financial statements.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Expenditures for maintenance and
repairs are charged against operations. Renewals and betterments that materially
extend the life of the assets are capitalized. When assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any resulting gain or loss is reflected in income for the
period.
Depreciation is computed for financial statement purposes on a straight-line
basis over estimated useful lives of the related assets. The estimated useful
lives of depreciable assets are:
Estimated
Useful Lives
------------
Office Equipment 5-10 years
Furniture 5-7 years
Shop tools 5-7 years
Vehicles 5-10 years
For federal income tax purposes, depreciation is computed under the modified
accelerated cost recovery system. For book purposes, depreciation is computed
under the straight-line method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments, primarily money
market mutual funds, with maturities of three months or less at the time of
purchase.
F-7
ACCOUNTS RECEIVABLE
The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of the Company's customers to make payments. The
Company periodically reviews these allowances, including an analysis of the
customers' payment history and information regarding the customers'
creditworthiness. Accounts receivable was $0 and $895 at December 31, 2010 and
December 31, 2009, respectively, and the allowance for doubtful account was $0
and $895 at December 31, 2010 and December 31, 2009, respectively.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company maintains allowances for doubtful accounts relating to estimated
losses resulting from customers being unable to make required payments.
Allowances for doubtful accounts are based on historical experience and known
factors regarding specific customers and the industries in which those customers
operate. If the financial condition of the Company's customers were to
deteriorate, resulting in their ability to make payments being impaired,
additional allowances would be required.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash and cash equivalents and accounts
receivable. The Company maintains cash and cash equivalents with high quality
financial institutions. Even though the Company has business association with a
retailer where more than 90% of retail revenue was generated in 2009,
concentrations of credit risk with respect to accounts receivable are limited
due to minimal amounts of purchases on account.
INVENTORY
Inventories are computed using the lower of cost or market, which approximates
actual cost on a first-in-first-out basis. The Company writes down its inventory
value for estimated obsolescence equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about future
demand and market conditions. These factors are impacted by market and economic
conditions, technology changes, new product introductions and changes in
strategic direction and require estimates that may include uncertain elements.
Actual demand may differ from forecasted demand, and such differences may have a
material effect on recorded inventory values. There was no inventory as of
December 31, 2010 and 2009.
COMMITMENTS AND CONTINGENCIES
In 2008, the Company leased its office for an annual rate of $36,455. The lease
has been terminated by the end of 2008. The Company uses one of its officer's
family's personal property as a business facility free of charge since 2009.
COST OF GOODS SOLD
Cost of Goods Sold includes all software consulting costs, packaging & cases,
licensing, and customer charge back, and those indirect costs related to
software production. Selling, general and administrative costs are charged to
expense as incurred.
F-8
ADVERTISING
Advertising expenses are recorded as general and administrative expenses as
incurred. These expenses amounted to $944 in 2010 and $10,503 in 2009.
RESEARCH AND DEVELOPMENT
The Company capitalizes any development or programmer fees according to ASC
985-20 when the software development stage reaches the feasibility period. When
the software products are ready for sale in the market, the Company expenses the
associated development or programmer fees under Research and Development
reflected under the statement of operations in our financial statements.
STOCKHOLDERS' EQUITY
The Company had authorized Fifty Million (50,000,000) shares of common stock
with a par value of $0.001 and 2,613,750 shares of common stock have been issued
and outstanding as of December 31, 2010.
INCOME TAXES
The Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2010, the FASB issued guidance to remove the requirement for an
entity that files financial statements with the SEC to disclose a date through
which subsequent events have been evaluated. The adoption of this guidance
during our current fiscal quarter did not have any impact on our Consolidated
Financial Statements.
In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements and
Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements."
This update will require (1) an entity to disclose separately the amounts of
significant transfers in and out of Levels 1 and 2 fair value measurements and
to describe the reasons for the transfers; and (2) information about purchases,
sales, issuances and settlements to be presented separately (i.e. present the
activity on a gross basis rather than net) in the reconciliation for fair value
measurements using significant unobservable inputs (Level 3 inputs). This
guidance clarifies existing disclosure requirements for the level of
disaggregation used for classes of assets and liabilities measured at fair value
and require disclosures about the valuation techniques and inputs used to
measure fair value for both recurring and nonrecurring fair value measurements
using Level 2 and Level 3 inputs. The new disclosures and clarifications of
existing disclosure are effective for fiscal years beginning after December 15,
2009, except for the disclosure requirements for related to the purchases,
sales, issuances and settlements in the roll forward activity of Level 3 fair
value measurements. Those disclosure requirements are effective for fiscal years
ending after December 31, 2010. The Company is still assessing the impact on
this guidance and does not believe the adoption of this guidance will have a
material impact to its financial statements. Management does not believe that
other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants or the SEC have a material impact on the Company's present or future
financial statements.
F-9
On July 1, 2009, Financial Accounting Standards Board ("FASB") Accounting
Standards Codification(TM) ("ASC") became the sole source of authoritative
Generally Accepted Accounting Principles ("GAAP") literature recognized by the
Financial Accounting Standards Board for financial statements issued for interim
and annual periods ending after September 15, 2009. Rules and interpretive
releases of the Security Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
Except for applicable SEC rules and regulations and a limited number of
grandfathered standards, all other sources of GAAP for nongovernmental entities
were superseded by the issuance of ASC. ASC did not change GAAP, but rather
combined the sources of GAAP and the Framework for selecting among those sources
into a single source. Accordingly, the adoption of ASC had no impact on the
financial results of the Company.
In June 2009, the FASB issued ASU 2009-17, Consolidation (ASC 810) "Improvements
to Financial Reporting by Enterprises Involved with Variable Interest Entities,"
which eliminates the quantitative approach previously required for determining
the primary beneficiary of a variable interest entity and requires ongoing
qualitative reassessments of whether an enterprise is the primary beneficiary of
a variable interest entity. This new standard also requires additional
disclosures about an enterprise's involvement in variable interest entities. The
Company adopted this pronouncement on January 1, 2010 but there was no
significant impact on its financial statements.
In June 2009, the FASB issued ASC 105, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles". ASC
105 establishes the FASB Accounting Standards Codification ("Codification"), as
the single source of authoritative accounting and reporting standards in the
United States for all non-government entities, with the exception of the
Securities and Exchange Commission and its staff. It does not include any new
guidance or interpretations of US GAAP, but merely eliminates the existing
hierarchy and codifies the previously issued standards and pronouncements into
specific topic areas. The Codification was adopted on July 1, 2009 for the
Company's financial statements for the year ended December 31, 2009.
In June 2009, the FASB issued FAS 140/166, "Accounting for Transfers of
Financial Assets," an amendment of FAS 140, which now resides with ASC 860,
"Transfers and servicing." ASC 860 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor's continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of ASC 860 to
have an impact on the Company's results of operations, financial condition or
cash flows.
In May 2009, the FASB issued ASC 855, "Subsequent Events". ASC 855 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. ASC 855, which includes a new required disclosure of the
date through which an entity has evaluated subsequent events, was effective for
interim or annual periods ending after June 15, 2009. The Company adopted this
standard as of June 30, 2009; however, the adoption of ASC 855 had no impact to
the Company's consolidated financial statements.
F-10
In April 2009, the FASB issued an update to ASC 820, "Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly",
which provides guidance on determining fair value when there is no active market
or where the price inputs being used represent distressed sales. This update to
ASC 820 was effective for interim and annual periods ending after June 15, 2009
and was adopted by the Company in the second quarter of 2009. The adoption did
not have a material impact on the Company's consolidated financial statements.
NOTE B - 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 satisfaction of
liabilities in the normal course of business. As of December 31, 2010 and
December 31, 2009, the Company has incurred net operating losses of $67,246 and
$31,544 respectively for the years then ended. The Company has a working capital
deficit of approximately $140,295 and $73,049 at December 31, 2010 and December
31, 2009, respectively. Management expected to seek potential investors and
other business opportunities from all known sources.
NOTE C - EARNING PER COMMON SHARE
Net loss per share is calculated in accordance with ASC 260, previously known as
SFAS No. 128, "Earnings per Share." There are no potentially dilutive securities
or derivative instruments outstanding as of December 31, 2010 and December 31,
2009.
NOTE D - PROPERTY AND EQUIPMENT
The carrying values of fixed assets as of December 31, 2010, and December 31,
2009 were as follows:
2010 2009
-------- --------
Office Equipment $ 29,818 $ 29,818
Furniture & Fixtures 14,365 14,365
-------- --------
44,183 44,183
Accumulated Depreciation (22,001 (15,377)
-------- --------
$ 22,183 $ 28,806
======== ========
Depreciation expense was $6,624 and $6,078 for the years ended December 31, 2010
and December 31, 2009 respectively.
NOTE E - INCOME TAXES
The Company accounts for its income taxes in accordance with ASC 740, Accounting
for Income Taxes, which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credit carry-forwards. 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 operations in the period that includes the
enactment date.
F-11
PROVISION FOR INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 2010 and
December 31, 2009 are as follows:
2010 2009
-------- --------
Deferred tax assets:
Net operating loss $ 67,246 $ 31,544
Income tax rate 34% 34%
-------- --------
22,864 10,725
Less valuation allowance (22,864) (10,725)
-------- --------
$ -- $ --
======== ========
Through December 31, 2009, a valuation allowance has been recorded to offset the
deferred tax assets, including those related to the net operating losses. During
the years ended December 31, 2010 and December 31, 2009, the Company determined
that it was more likely than not that it would not realize its deferred tax
assets and a valuation allowance was recorded. At December 31, 2010 and December
31, 2009, the Company had approximately $67,246 and $31,544 of federal and state
net operating losses respectively.
Reconciliations of the U.S. federal statutory rate to the actual tax rate
follows for the years ended December 31, 2010 and December 31, 2009 is as
follows:
2010 2009
------ ------
U.S. federal statutory income tax rate 34% 34%
State tax - net of federal benefit 0% 0%
------ ------
34% 34%
Increase in valuation allowance (34%) (34%)
------ ------
Effective tax 0% 0%
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry-forwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occurs, net
operating loss carry forwards may be limited as to use in the future.
NOTE F - RELATED PARTY TRANSACTIONS
On November 6, 2007, the Company filed Articles of Conversion from
ExploreAnywhere Software, LLC, New Hampshire Jurisdiction, to ExploreAnywhere,
Inc., Nevada Corporation. A plan of conversion has been adopted by the
constituent entity in compliance with law of the Jurisdiction governing the
constituent entity.
F-12
On December 19, 2008, Bryan Hammond, an officer of the Company, obtain American
Express Gold card for operating expenses throughout years of operations. The
credit card had a balance of $ 299 and $297 at December 31, 2010 and December
31, 2009 respectively.
NOTE H - NOTES PAYABLE
On July 6, 2007, the Company has an unsecured convertible promissory note in the
amount of $50,000 at 8% simple annual interest rate and at a conversion price of
$0.05 per share. The principal balance with accrued interest of this note shall
originally be payable on February 6, 2009. As of December 31, 2010, the
outstanding balance with accrued interest was $63,962. No interest was paid in
the year of 2010.
On January 1, 2008, the Company has a related-party loan from Bryan Hammond, an
officer of the Company, with non-interest bearing totaled $0 and $12 at December
31, 2010 and December 31, 2009, respectively, which carry over from
ExploreAnywhere Software, LLC. There was no formal agreement for these unsecured
advances which are due on demand.
On June 16, 2009, the Company has a related-party loan from Mark Hammond, an
officer of the Company, with non-interest bearing totaled $230 at December 31,
2010 and December 31, 2009. There was no formal agreement for these unsecured
advances which are due on demand.
On March 9, 2010, the Company has an unsecured promissory note in the amount of
$7,500 at 8% simple annual interest rate. The principal balance with accrued
interest of this note shall be payable on March 31, 2011. As of December 31,
2010, the outstanding balance with accrued interest was $7,988. No interest was
paid in the year of 2010.
On March 23, 2010, the Company has an unsecured convertible promissory note in
the amount of $25,000 at 8% simple annual interest rate and at a conversion
price of $0.05 per share. The principal balance with accrued interest of this
note shall be payable on March 31, 2011. As of December 31, 2010, the
outstanding balance with accrued interest was $26,551. No interest was paid in
the year of 2010.
On December 03, 2010, the Company has an unsecured promissory note in the amount
of $10,000 at 8% simple annual interest rate. The principal balance with accrued
interest of this note shall be payable on March 31, 2011. As of December 31,
2010, the outstanding balance with accrued interest was $10,061. No interest was
paid in the year of 2010.
On December 29, 2010, the Company has an unsecured promissory note in the amount
of $7,500 at 8% simple annual interest rate. The principal balance with accrued
interest of this note shall be payable on March 31, 2011. As of December 31,
2010, the outstanding balance with accrued interest was $7,503. No interest was
paid in the year of 2010.
NOTE I - DISCONTINUED OPERATION
On December 12, 2009, the board approved to discontinue the retail sales of its
software products. All software products and services activities are sold
online. The whole operation of the retail sales has been classified as
discontinued operations, and the results of operations of this business from
discontinued operations reflected in the statement of operations of our
financial statements.
F-13
NOTE J - SUBSEQUENT EVENTS
On December 20, 2010, the Company entered into a Share Exchange Agreement with
Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation)
publicly traded Nevada Corporation, whereby Explore Anywhere Holding Corporation
will acquire from the Shareholders all the issued and outstanding shares of
ExploreAnywhere, Inc. in exchange for 2,613,750 shares of Explore Anywhere
Holding Corporation's common stock. On February 4, 2011, the Company completed
this transaction, and the Company became a wholly-owned subsidiary of Explore
Anywhere Holding Corporation. Explore Anywhere Holding Corporation intends to
file the Company's last two fiscal years of audited financial statements and pro
forma financial statement showing the effects of the acquisition and other
information regarding the Company on a Form 8-K in the next few weeks. Explore
Anywhere Holding Corporation signed a waiver agreeing to complete the merger
while the independent audit of ExploreAnywhere, Inc. is being completed.
Management anticipates completing the audit, on schedule, by the end of March.
On February 4, 2011, Explore Anywhere Holding Corporation (formerly known as
PorFavor Corporation), a Nevada corporation (Pink Sheets:PFVR.pk - News), the
Company announced that it has completed the acquisition of the assets, including
the website and intellectual property, of ExploreAnywhere, Inc.
Effective February 9, 2011, the Board of Directors elected Mr. Oliver Nelson as
CEO of the Company.
F-1
