Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended May 31, 2012
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________
Commission file number 000-53910
VuMEE Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 35-2340897
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
50 E. Sample Rd., Suite 301, Pompano Beach, FL Lauderdale, FL 33064
(Address of Principal Executive Offices) (Zip Code)
(800) 854-0654
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant has been required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
60,001,000 shares issued and outstanding as of July 20, 2012.
VuMEE Inc.
TABLE OF CONTENTS
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations........................................ 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk....... 23
Item 4. Controls and Procedures.......................................... 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................ 24
Item 1A. Risk Factors..................................................... 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...... 24
Item 3. Defaults Upon Senior Securities.................................. 24
Item 4. Mine Safety Disclosures.......................................... 24
Item 5. Other Information................................................ 25
Item 6. Exhibits......................................................... 25
SIGNATURES ............................................................... 27
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial reporting. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of financial information
have been included. Operating results for the period, March 22, 2012 through May
31, 2012 are not necessarily indicative of the results that may be expected for
the year ending August 31, 2012.
3
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
May 31, 2012
------------
ASSETS
Current assets:
Cash $ 72,158
Prepaid expenses 2,860
--------
Total current assets 75,018
--------
Property and equipment:
Computer equipment 42,016
Furniture and fixtures 2,000
Leasehold improvements 1,681
--------
Total property and equipment 45,697
Less accumulated depreciation 1,000
--------
Property and equipment, net 44,697
--------
Other assets:
Security deposits 10,512
Website development 144,678
Intangible assets, net 120,000
--------
Total other assets 275,190
--------
Total assets $394,905
========
See notes to condensed financial statements.
4
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Condensed Balance Sheet
(continued)
(Unaudited)
May 31, 2012
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 56,020
Long-term liabilities:
Due to related party 237,500
---------
Total liabilities 293,520
---------
Commitments and contingencies
Stockholders' equity:
Common Stock, $0.001 par value per share. 750,000,000
shares authorized, 60,001,000 shares issued and
outstanding at May 31, 2012 60,001
Additional paid-in capital 439,999
Accumulated deficit during the development stage (398,615)
---------
Total stockholders' equity 101,385
---------
Total liabilities and stockholders' equity $ 394,905
=========
See notes to condensed financial statements.
5
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)
From Inception
(March 22, 2012)
through
May 31, 2012
------------
Revenue $ --
------------
Expenses:
Marketing and related expenses 146,290
Computer and internet expenses 114,730
Contract labor 38,400
Professional fees 26,950
Travel and related expenses 33,619
Amortization and depreciation expenses 6,000
Other general and administrative 32,626
------------
Total expenses 398,615
------------
Loss before income taxes (398,615)
Provision for income taxes --
------------
Net loss $ (398,615)
============
Basic and diluted net loss per share:
Net loss per common share $ (0.01)
============
Net loss attributable to common stockholders $ (0.01)
============
Basic and diluted weighted average shares outstanding 60,000,174
============
See notes to condensed financial statements.
6
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Condensed Statement of Cash Flows
(Unaudited)
From Inception
(March 22, 2012)
through
May 31, 2012
------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(398,615)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization and depreciation 6,000
Changes in operating assets and liabilities:
Prepaid expenses (2,860)
Security deposits (10,512)
Accounts payable 56,020
---------
Net cash used in operating activities (349,967)
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (45,697)
Purchase of intangibles (125,000)
Increase in website development costs (144,678)
---------
Net cash used in investing activities (315,375)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans 237,500
Proceeds from stockholders' equity 500,000
---------
Net cash provided by financing activities 737,500
---------
Net increase in cash 72,158
Cash at beginning of period 0
---------
Cash at end of period $ 72,158
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ --
---------
Income taxes paid $ --
---------
See notes to condensed financial statements.
7
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Condensed Statement of Stockholders' Equity
(Unaudited)
Accumulated
Deficit
Additional During the
Common Stock Paid in Development
Shares Par Value Capital Stage Total
------ --------- ------- ----- -----
Sale of common stock on August 31, 2008
at $0.005 per share 3,000,000 $ 3,000 $ 12,000 $ -- $ 15,000
Net loss -- -- -- (871) (871)
----------- -------- -------- --------- ---------
Balance at August 31, 2008 3,000,000 3,000 12,000 (871) 14,129
Sale of common stock on July 12, 2009
at $0.015 per share 3,000,000 3,000 42,000 -- 45,000
Net loss -- -- -- (12,716) (12,716)
----------- -------- -------- --------- ---------
Balance at August 31, 2009 6,000,000 6,000 54,000 (13,587) 46,413
Net loss -- -- -- (21,784) (21,784)
----------- -------- -------- --------- ---------
Balance at August 31, 2010 6,000,000 6,000 54,000 (35,371) 24,629
Net loss -- -- -- (10,584) (10,584)
----------- -------- -------- --------- ---------
Balance at August 31, 2011 6,000,000 6,000 54,000 (45,955) 14,045
Net loss from September 1, 2011 through
May 16, 2012 -- -- -- (22,659) (22,659)
Effect of stock split 10-1 share of common stock 54,000,000 54,000 (54,000) -- --
Cancellation of previously issued common stock (30,000,000) (30,000) 30,000 -- --
Issuance of common stock in exchange for 100%
interest in Data Pangea, LLC 30,001,000 30,001 478,613 -- 508,614
Recapitalization of Paperworks, Inc. on reverse
merger -- -- (68,614) 68,614 --
Net loss from inception March 22, 2012
through May 31, 2012 -- -- -- (398,615) (398,615)
----------- -------- -------- --------- ---------
Balance at May 31, 2012 60,001,000 $ 60,001 $439,999 $(398,615) $ 101,385
=========== ======== ======== ========= =========
See notes to condensed financial statements
8
VuMEE Inc.
FKA Paperworks, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
May 31, 2012
(Unaudited)
1. NATURE AND CONTINUANCE OF OPERATIONS
VuMee Inc., F/K/A PaperWorks, Inc. ("the Company") was incorporated under the
laws of State of Nevada on April 30, 2008, with an authorized capital of
75,000,000 common shares with a par value of $0.001. The Company's year- end is
August 31st. The Company is in the development stage.
The Company, pursuant to a Plan of Merger dated April 23, 2012, deemed it
advisable that VuMee Inc. (it's wholly owned subsidiary) be merged into the
Company with the Company remaining as the surviving corporation under the name
"VuMEE Inc.".
Also on April 23, 2012, the Company voted to effect a split of its authorized,
issued and outstanding shares of common stock on a one (1) old for ten (10) new
basis, such that its authorized capital shall increase from 75,000,000 shares to
750,000,000 shares of common stock and, correspondingly, its issued and
outstanding shares increased from 6,000,000 shares to 60,000,000 shares of
common stock, all with a par value of $0.001; no fractional shares were issued
in connection with the forward split, in the case of a fractional shares, the
fractional share were rounded up.
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $389,615, as of May 31, 2012 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
ACQUISITION
On May 17, 2012, the Company closed a share exchange agreement with Data Pangea,
LLC, a Florida Limited Liability Company ("Data Pangea"), in exchange for
30,001,000 shares of its common stock. Concurrently a former director and
officer cancelled 30,000,000 shares previously held.
This transaction was accounted for as a reverse merger. These statements contain
the balance sheet and operations of Data Pangea before and after the merger.
Since, Data Pangea was started in March 2012, there is no audited balance sheet
at August 31, 2011 or nine month period ended May 31, 2012 or 2011 to present.
Likewise, the activity during the three months ended May, 31, 2012 is the same
as the activity in the period from inception, March 22, 2012 through May 31,
2012.
9
Data Pangea, LLC. is a limited liability company organized on March 22, 2012
under the laws of Florida. Data Pangea, LLC d/b/a VuMee was founded on the
principle that celebrities should be monetized for video content that they
publish to their social networks. Data Pangea is a development stage entity that
was organized to purchase and utilize the intangible assets of a company related
by certain common owners.
VuMee allows celebrities with a social network fan base ("Celebrities") the
ability to generate revenue by simply uploading video content to their social
networks. The VuMee platform allows Celebrities the ability to share in the
advertising revenues with the Company.
VuMee is a fully functional celebrity video sharing platform via a mobile
experience. VuMee has developed an automated mobile video content distribution
network for distributing video content with paid advertising over mobile
networks. VuMee's proprietary business model harnesses the global power of
existing social networks, by providing a way to monetize Celebrities' friends
and fans. VuMee provides the ability for anyone or any brand with a fan base, to
upload video via the VuMee App on their mobile device or PC, and seamlessly
share that content with their fan base. VuMee's proprietary business methodology
and software provides the method of coupling paid advertising with video content
which allows the Celebrity to generate revenue through the VuMee platform.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial reporting. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of financial information
have been included. Operating results for the period, March 22, 2012 through May
31, 2012 are not necessarily indicative of the results that may be expected for
the year ending August 31, 2012.
DEVELOPMENT STAGE COMPANY
The Company complies with the ASC 915, its characterization of the Company as a
Development Stage enterprise.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Although these estimates are based on management's knowledge of current events
and actions it may undertake in the future, they may ultimately differ from
actual results. We believe our estimates and assumptions are reasonable;
however, such estimates and assumptions are subject to a number of risks and
uncertainties that may cause actual results to differ materially from such
estimates.
RISKS AND UNCERTAINTIES
The Company's business could be impacted by price pressure on its product
manufacturing, acceptance of its products in the market place, new competitors,
changes in federal and/or state legislation and other factors. If the Company is
10
unsuccessful in securing adequate liquidity, its plans may be curtailed. Adverse
changes in these areas could negatively impact the Company's financial position,
results of operations and cash flows.
CASH
Cash equivalents include all highly liquid debt instruments with original
maturities of three months or less which are not securing any corporate
obligations.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is computed by the
straight-line method over estimated useful lives (3-7 years). Intellectual
property assets are stated at their fair value acquisition cost. Amortization of
intellectual property assets is calculated by the straight line method over
their estimated useful lives (3- 15 years). Historical costs are reviewed and
evaluated for their net realizable value of the assets. The carrying amount of
all long-lived assets is evaluated periodically to determine if adjustment to
the depreciation and amortization period or the unamortized balance is
warranted. Based upon its most recent analysis, the Company believes that no
impairment of property and equipment existed at May 31, 2012.
LONG-LIVED ASSETS
Long-lived assets such as property, equipment and identifiable intangibles are
reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets
to be held and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates of future cash flows, market value
of similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the
carrying amount and fair value of the asset. When fair values are not available,
the Company estimates fair value using the expected future cash flows discounted
at a rate commensurate with the risk associated with the recovery of the assets.
We did not recognize any impairment losses for any period ended May 31, 2012.
Depreciation expense from inception March 22, 2012 through May 31, 2012 was
$1,000.
REVENUE RECOGNITION
Revenues of the Company will be from the sale of advertising on the web-site and
video viewing platform. Revenues will be recognized once all of the following
criteria have been met:
* persuasive evidence of an arrangement exists;
* delivery of VuMee's obligations to our customer has occurred;
* the price is fixed or determinable; and
* collectability of the related receivable is reasonably assured.
Advertising revenue is generated from the display of advertisements on our
website and viewing platform. The arrangements are evidenced by either online
acceptance of terms and conditions or contracts that stipulate the types of
advertising to be delivered, the timing and the pricing. The typical term of an
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advertising arrangement is approximately 30 days with billing generally
occurring after the delivery of the advertisement.
We will recognize revenue from the display of impression-based advertisements on
our website in the contracted period when the impressions are delivered.
Impressions are considered delivered when an advertisement appears in pages
delivered to users.
We will also recognize revenue from the delivery of click-based advertisements
on our website. Revenue associated with these advertisements is recognized in
the period that a user clicks on an advertisement.
ADVERTISING
The costs of advertising are expensed as incurred. Advertising expenses are
included in the Company's operating expenses. Advertising expenses were $146,900
for the period from inception, March 22, 2012 through May 31, 2012.
RESEARCH AND DEVELOPMENT
Research expenditure is recognized as an expense when it is incurred.
Development expenditure is recognized as an expense except that expenditure
incurred on development projects are capitalized as long-term assets to the
extent that such expenditure is expected to generate future economic benefits.
Development expenditure is capitalized if, and only if an entity can demonstrate
all of the following:
1. its ability to measure reliably the expenditure attributable to the
asset under development;
2. the product or process is technically and commercially feasible;
3. its future economic benefits are probable;
4. its ability to use or sell the developed asset;
5. the availability of adequate technical, financial and other resources
to complete the asset under development; and
6. its intention to complete the intangible asset and use or sell.
INCOME TAXES
The Company accounts for income taxes under the liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or
settled.
EARNINGS PER SHARE
The Company computes basic and diluted earnings per share amounts in accordance
with ASC Topic 260, "Earnings per Share". Basic earnings per share is computed
by dividing net income (loss) available to common shareholders by the weighted
average number of common shares outstanding during the reporting period. Diluted
earnings per share reflects the potential dilution that could occur if stock
options and other commitments to issue common stock were exercised or equity
awards vest resulting in the issuance of common stock that could share in the
earnings of the Company.
12
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.
Fair Value Measurement: In May 2011, the FASB issued ASU 2011-04, Amendments to
Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP
and IFRSs ("ASU 2011-04"). This ASU provides new guidance for fair value
measurements intended to achieve common fair value measurement and disclosure
requirements in U.S. GAAP and IFRSs. The amended guidance provides a consistent
definition of fair value to ensure that the fair value measurement and
disclosure requirements are similar between U.S. GAAP and IFRSs. The amended
guidance changes certain fair value measurement principles and enhances the
disclosure requirements, particularly for Level 3 fair value measurements. The
amended guidance is effective for interim and annual periods beginning after
December 15, 2011. Early adoption was not permitted. The Company adopted ASU
2011-04 in this Form 10-Q for the three months ended May 31, 2012.
Comprehensive Income Presentation: In June 2011, the FASB issued ASU 2011-05,
Presentation of Comprehensive Income ("ASU 2011- 05"), to require an entity to
present the total of comprehensive income, the components of net income, and the
components of other comprehensive income either in a single continuous statement
of comprehensive income or in two separate but consecutive statements. ASU
2011-05 eliminates the option to present the components of other comprehensive
income as part of the statement of equity. The standard does not change the
items which must be reported in other comprehensive income, how such items are
measured or when they must be reclassified to net income. This standard is
effective for interim and annual periods beginning after December 15, 2011 and
is to be applied retrospectively. The FASB has deferred the requirement to
present reclassification adjustments for each component of accumulated other
comprehensive income in both net income and other comprehensive income.
Companies are required to either present amounts reclassified out of other
comprehensive income on the face of the financial statements or disclose those
amounts in the notes to the financial statements. During the deferral period,
there is no requirement to separately present or disclose the reclassification
adjustments into net income. The effective date of this deferral will be
consistent with the effective date of the ASU 2011-05. The implementation of ASU
2011-05 did not have a material effect on the Company's financial statements.
Goodwill Impairment: In September 2011, the FASB issued ASU 2011-08, Testing for
Goodwill Impairment ("ASU 2011-08"). ASU 2011-08 permits an entity to make a
qualitative assessment of whether it is more likely than not that a reporting
unit's fair value is less than its carrying amount before applying the two-step
goodwill impairment test. If an entity concludes it is not more likely than not
that the fair value of a reporting unit is less than its carrying amount, it
need not perform the two-step impairment test. ASU 2011-08 is effective for
annual and interim goodwill impairment tests performed for fiscal years
beginning after December 31, 2011. Early adoption was permitted. The
implementation of ASU 2011-08 did not have a material impact on the Company's
financial statements.
Offsetting Asset and Liabilities: In December 2011, the FASB issued ASU 2011-11,
"Disclosures about offsetting Assets and Liabilities" ("ASU 2011-11") requiring
additional disclosure about offsetting and related arrangements. ASU 2011-11 is
effective retrospectively for annual reporting periods beginning on or after
January 1, 2013. The adoption of ASU 2011-11 will not have a material impact on
the Company's future financial position, results of operation, or liquidity.
13
Other ASUs not effective until after May 31, 2012, are not expected to have a
significant effect on the Company's financial position or results of operations.
3. FINANCIAL INSTRUMENTS AND FAIR VALUES
The fair value of a financial instrument represents the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale. Fair value estimates are made at a
specific point in time, based upon relevant market information about the
financial instrument.
The carrying amount of cash and other assets approximates fair value due to the
short-term maturities of these instruments.
The fair values of all other financial instruments, including debt, approximate
their book values as the instruments are short-term in nature or contain market
rates of interest.
4. INTANGIBLE ASSETS
During 2011 and the first months of 2012, VuMee, LLC a Delaware limited
liability company, was developing a social media video sharing platform. In
March 2012, as part of a settlement agreement between members, VuMee, LLC
transferred the intangible assets developed to VuMee Acquisition LLC, also a
Delaware limited liability company.
On March 23, 2012 VuMee Acquisition and Data Pangea entered into an asset
purchase agreement, whereby Data Pangea purchased all of the intangible assets
of VuMee Acquisition. The final value of each asset and the allocation of the
purchase price of the intangible assets has not yet been determined. Current
estimates are listed below.
Certain members of VuMee, LLC and VuMee, Acquisition LLC also have an interest
in Data Pangea. Due to the related party relationship, the recorded values of
the intangible assets acquired by Data Pangea was limited to the consideration
given.
Identifiable intangible assets at May 31, 2012 include the following:
Allocated Amortization
purchase price Period (years)
-------------- --------------
Trade names, logos, trademarks $ 10,000 10 years
Internet domain name 2,000 10 years
Patents 45,000 10 years
Customer lists 11,000 5 years
Software 50,000 3 years
Website 2,000 3 years
Infrastructure - procedures, manuals, records 5,000 3 years
--------
Total purchase price to allocate $125,000
========
Amortization expense for the period, March 22, 2012 through May 31, 2012 was
$5,000.
14
5. DUE TO RELATED PARTY
As of May 31, 2012, the Company has loans payable to stockholders in the amount
of $237,500. Interest at 12% per annum and will accrue with all unpaid interest
and principal payable on September 1, 2013.
6. COMMON STOCK
The total number of common shares authorized that may be issued by the Company
is 750,000,000 shares with a par value of one tenth of one cent ($0.001) per
share. No other classes of shares are authorized.
On August 31, 2008, the company issued 3,000,000 pre-split shares of the common
stock for total cash proceeds of $15,000.
On July 13, 2009, the Company issued 3,000,000 pre-split shares of common stock
for total cash proceeds of $45,000.00.
On May 17, 2012 the Company issued 30,001,000 shares of its common stock for the
acquisition of Data Pangea, LLC, and cancelled 30,000,000 shares of common stock
of a former director and officer.
At May 31, 2012 there were no outstanding stock options or warrants.
As at May 31, 2012, the Company had 60,001,000 common shares issued and
outstanding.
7. INCOME TAXES
As of May 31, 2012, the Company had net operating loss carry forwards of
approximately $399,000 that may be available to reduce future years' taxable
income through 2028. 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 valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards. The Company has open tax years for 2008 through 2011.
8. SUBSEQUENT EVENT
On June 29, 2012, our subsidiary, Data Pangea LLC, entered into a loan agreement
with MLJP LLC, whereby MLJP has agreed to lend $350,000 to Data Pangea. This
loan is evidenced by a promissory note pursuant to which the principal amount
will be due and payable on the earlier of September 1, 2013. The loan will bear
interest at the rate of 12% per annum, payable in quarterly, in arrears,
commencing August 29, 2012, and quarterly thereafter.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
Our unaudited condensed financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. The following discussion should be read in conjunction
with our financial statements and the related notes that appear elsewhere in
this quarterly 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 quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
shares of our common stock.
Our company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean VuMEE Inc. unless otherwise indicated.
CORPORATE OVERVIEW
Our company was incorporated under the laws of State of Nevada on April 30, 2008
under the name PaperWorks, Inc., with an authorized capital of 75,000,000 common
shares with a par value of $0.001.
On May 2, 2012, we filed Articles of Merger with the Nevada Secretary of State
to change the name of our company to "VuMee Inc.", to be effected by way of a
merger with our wholly-owned subsidiary VuMee Inc., which was created solely for
the name change.
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Also on May 2, 2012, we filed a Certificate of Change with the Nevada Secretary
of State to give effect to a forward split of our authorized and issued and
outstanding shares of common stock on a 10 new for one (1) old basis and,
consequently, our company's authorized capital increased from 75,000,000 to
750,000,000 shares of common stock and our issued and outstanding shares of
common stock shall increased from 6,000,000 to 60,000,000 shares of common
stock, all with a par value of $0.001.
These amendments became effective on May 8, 2012 upon approval from the
Financial Industry Regulatory Authority ("FINRA").
The forward split and name change became effective with the Over-the-Counter
Bulletin Board at the opening of trading on May 8, 2012. Our new symbol is
"VUME". Our CUSIP number is 92922C105.
CURRENT BUSINESS
On May 17, 2012, our company closed a share exchange agreement with Data Pangea,
LLC, a Florida limited liability company, in exchange for 30,001,000 shares of
its common stock. Concurrently a former director and officer of our company
cancelled 30,000,000 shares previously held.
This transaction was accounted for as a reverse merger. These statements contain
the balance sheet and operations of Data Pangea before and after the merger.
Since, Data Pangea was started in March 2012, there is no audited balance sheet
at August 31, 2011 or nine month period ended May 31, 2012 or 2011 to present.
Likewise, the activity during the three months ended May, 31, 2012 is the same
as the activity in the period from inception, March 22, 2012 through May 31,
2012.
Data Pangea was a limited liability company, organized on March 22, 2012 under
the laws of Florida. Data Pangea d/b/a VuMee was founded on the principle that
celebrities should be monetized for video content that they publish to their
social networks. Our company is a development stage entity that was organized to
purchase and utilize the intangible assets of a company related by certain
common owners.
VuMee allows celebrities with a social network fan base ("Celebrities") the
ability to generate revenue by simply uploading video content to their social
networks. The VuMee platform allows Celebrities the ability to share in the
advertising revenues with our company.
VuMee is a fully functional celebrity video sharing platform via a mobile
experience. VuMee has developed an automated mobile video content distribution
network for distributing video content with paid advertising over mobile
networks. VuMee's proprietary business model harnesses the global power of
existing social networks, by providing a way to monetize Celebrities' friends
and fans. VuMee provides the ability for anyone or any brand with a fan base, to
upload video via the VuMee App on their mobile device or PC, and seamlessly
share that content with their fan base. VuMee's proprietary business methodology
and software provides the method of coupling paid advertising with video content
which allows the Celebrity to generate revenue through the VuMee platform.
On June 29, 2012, our subsidiary, Data Pangea LLC, entered into a loan agreement
with MLJP LLC, whereby MLJP has agreed to lend $350,000 to Data Pangea. This
loan is evidenced by a promissory note pursuant to which the principal amount
will be due and payable on the earlier of September 1, 2013. The loan will bear
interest at the rate of 12% per annum, payable in quarterly, in arrears,
commencing August 29, 2012, and quarterly thereafter.
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RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended May 31, 2012 which are
included herein. These statements include the activity of Data Pangea before and
after the reverse merger. No comparable prior periods exist.
PERIOD FROM MARCH 22, 2012 (INCEPTION) THROUGH MAY 31, 2012.
Cumulative From
March 22, 2012
(Inception)
through
May 31, 2012
------------
Revenues $ Nil
Expenses $ 398,615
Net Loss $(398,615)
EXPENSES
Our operating expenses for the period from inception (March 22, 2012) through
May 31, 2012 are outlined in the table below:
Cumulative From
March 22, 2012
(Inception) to
May 31, 2012
------------
Marketing and related expenses $ 146,290
Computer and internet expenses $ 114,730
Contract labor $ 38,400
Professional fees $ 26,950
Travel and related expenses $ 33,619
Amortization and depreciation expenses $ 6,000
Other general and administrative $ 32,626
NET LOSS
For the three months ended May 31, 2012 we incurred a net loss of $398,614. Most
of the expenses were due to marketing and computer expenses in an effort to
realize our new business strategy.
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LIQUIDITY AND CASH REQUIREMENTS
WORKING CAPITAL
At
May 31, 2012
------------
Current Assets $ 75,018
Current Liabilities $ 293,520
Working Capital $(218,502)
CASH FLOWS
Cumulative From
March 22, 2012
(Inception) to
May 31, 2012
------------
Net Cash Provided by (Used in) Operating Activities $(398,615)
Net Cash Provided by Financing Activities $ 737,500
Net Cash Provided by (Used In) Investing Activities $(315,375)
Net Increase (Decrease) In Cash During The Period $ 72,158
As of May 31, 2012 we had $72,158 in cash, current assets of $75,018, current
liabilities of $293,520 and working capital of $218,502.
We currently have $72,158 cash in the bank. We do not expect to satisfy our cash
requirements for business operations for the next 12 months with our current
cash in the bank.
We had working capital of $18,998 at May 31, 2012. Our operating and capital
requirements in connection with supporting our expanding operations and
introducing new products have been and will continue to be significant to us.
Since inception, our losses from operations along with the increased costs and
working capital required to grow our business were satisfied through the initial
contribution.
CASH FLOWS FROM INCEPTION MARCH 22, 2012 THROUGH MAY 31, 2012
CASH FLOWS USED IN OPERATING ACTIVITIES
Operating activities used net cash from inception on March 22, 2012 through May
31, 2012 of $349,967. Net cash used reflects an adjusted net loss for the year
ended of $398,615, as adjusted for various items which impact net loss but do
not impact cash during the period, such as changes in prepaid expenses ($2,860),
security deposits ($10,512) and accounts payable $56,020 and adjustments for
depreciation and amortization $6,000.
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CASH FLOWS USED IN INVESTING ACTIVITIES
Our investing activities used $315,375 in net cash from inception on March 22,
2012 through May 31, 2012. Net cash used is composed primarily of purchases of
furniture and equipment, website development costs and purchase of intangibles.
CASH FLOWS FROM FINANCING ACTIVITIES
Our financing activities provided cash in the amount $737,500 from inception on
March 22, 2012 through May 31, 2012. Net cash provided was composed primarily of
related party loans in the amount of $237,500 and initial contributions of
capital of $500,000.
FUTURE FINANCING
If we do not generate substantial revenue from operations we will require
additional financing to fund our planned operations. We currently do not have
committed sources of additional financing and may not be able to obtain
additional financing, particularly, if the volatile conditions in the stock and
financial markets, and more particularly the market for an early development
stage company stocks persist.
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,
if and when it is needed, we will be forced to delay or scale down some or all
of our development activities or perhaps even cease the operation of our
business.
Since inception we have funded our operations primarily through equity
financings and we expect that we will continue to fund our operations through
the equity and debt financing if revenues are insufficient. If we raise
additional financing by issuing equity securities, our existing stockholders'
ownership will be diluted. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash commitments.
There is no assurance that we will be able to maintain operations at a level
sufficient for an investor to obtain a return on his, her, or its investment in
our common stock. Further, we may continue to be unprofitable.
On June 29, 2012, our subsidiary, Data Pangea LLC, entered into a loan agreement
with MLJP LLC, whereby MLJP has agreed to lend US$350,000 to Data Pangea. This
loan is evidenced by a promissory note pursuant to which the principal amount
will be due and payable on the earlier of September 1, 2013. The loan will bear
interest at the rate of 12% per annum, payable in quarterly, in arrears,
commencing August 29, 2012, and quarterly thereafter.
OFF BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
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CRITICAL ACCOUNTING POLICIES
Our unaudited condensed financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial information have been
included. Operating results for the period, March 22, 2012 through May 31, 2012
are not necessarily indicative of the results that may be expected for the year
ending August 31, 2012.
DEVELOPMENT STAGE COMPANY
Our company complies with the ASC 915, its characterization of our company as a
Development Stage enterprise.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Although these estimates are based on management's knowledge of current events
and actions it may undertake in the future, they may ultimately differ from
actual results. We believe our estimates and assumptions are reasonable;
however, such estimates and assumptions are subject to a number of risks and
uncertainties that may cause actual results to differ materially from such
estimates.
RISKS AND UNCERTAINTIES
Our company's business could be impacted by price pressure on its product
manufacturing, acceptance of its products in the market place, new competitors,
changes in federal and/or state legislation and other factors. If our company is
unsuccessful in securing adequate liquidity, its plans may be curtailed. Adverse
changes in these areas could negatively impact our company's financial position,
results of operations and cash flows.
CASH
Cash equivalents include all highly liquid debt instruments with original
maturities of three months or less which are not securing any corporate
obligations.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is computed by the
straight-line method over estimated useful lives (3-7 years). Intellectual
property assets are stated at their fair value acquisition cost. Amortization of
intellectual property assets is calculated by the straight line method over
their estimated useful lives (3- 15 years). Historical costs are reviewed and
evaluated for their net realizable value of the assets. The carrying amount of
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all long-lived assets is evaluated periodically to determine if adjustment to
the depreciation and amortization period or the unamortized balance is
warranted. Based upon its most recent analysis, our company believes that no
impairment of property and equipment existed at May 31, 2012.
LONG-LIVED ASSETS
Long-lived assets such as property, equipment and identifiable intangibles are
reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets
to be held and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates of future cash flows, market value
of similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the
carrying amount and fair value of the asset. When fair values are not available,
Our company estimates fair value using the expected future cash flows discounted
at a rate commensurate with the risk associated with the recovery of the assets.
We did not recognize any impairment losses for any period ended May 31, 2012.
Depreciation expense from inception March 22, 2012 through May 31, 2012 was
$1,000.
REVENUE RECOGNITION
Revenues of our company will be from the sale of advertising on the web-site and
video viewing platform. Revenues will be recognized once all of the following
criteria have been met:
* persuasive evidence of an arrangement exists;
* delivery of VuMee's obligations to our customer has occurred;
* the price is fixed or determinable; and
* collectability of the related receivable is reasonably assured.
Advertising revenue is generated from the display of advertisements on our
website and viewing platform. The arrangements are evidenced by either online
acceptance of terms and conditions or contracts that stipulate the types of
advertising to be delivered, the timing and the pricing. The typical term of an
advertising arrangement is approximately 30 days with billing generally
occurring after the delivery of the advertisement.
We will recognize revenue from the display of impression-based advertisements on
our website in the contracted period when the impressions are delivered.
Impressions are considered delivered when an advertisement appears in pages
delivered to users.
We will also recognize revenue from the delivery of click-based advertisements
on our website. Revenue associated with these advertisements is recognized in
the period that a user clicks on an advertisement.
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ADVERTISING
The costs of advertising are expensed as incurred. Advertising expenses are
included in our company's operating expenses. Advertising expenses were $146,900
for the period from inception, March 22, 2012 through May 31, 2012.
RESEARCH AND DEVELOPMENT
Research expenditure is recognized as an expense when it is incurred.
Development expenditure is recognized as an expense except that expenditure
incurred on development projects are capitalized as long-term assets to the
extent that such expenditure is expected to generate future economic benefits.
Development expenditure is capitalized if, and only if an entity can demonstrate
all of the following:
1. its ability to measure reliably the expenditure attributable to the
asset under development;
2. the product or process is technically and commercially feasible;
3. its future economic benefits are probable;
4. its ability to use or sell the developed asset;
5. the availability of adequate technical, financial and other resources
to complete the asset under development; and
6. its intention to complete the intangible asset and use or sell.
INCOME TAXES
Our company accounts for income taxes under the liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or
settled. The company has open tax years for 2008 through 2011.
EARNINGS PER SHARE
Our company computes basic and diluted earnings per share amounts in accordance
with ASC Topic 260, "Earnings per Share". Basic earnings per share is computed
by dividing net income (loss) available to common shareholders by the weighted
average number of common shares outstanding during the reporting period. Diluted
earnings per share reflects the potential dilution that could occur if stock
options and other commitments to issue common stock were exercised or equity
awards vest resulting in the issuance of common stock that could share in the
earnings of our company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
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reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure.
As of the end of our quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer (our principal executive officer,
principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this
quarterly report.
CHANGES IN INTERNAL CONTROLS
During the period covered by this report there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no 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.
ITEM 1A. RISK FACTORS
As a "smaller reporting company," we are not required to provide the information
required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 17, 2012 we issued 30,001,000 shares of our common stock for the
acquisition of Data Pangea, LLC, and cancelled 30,000,000 shares of common stock
of a former director and officer. We have issued all of the shares pursuant to
an exemption from registration requirements relying on Regulation D of the
Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
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ITEM 5. OTHER INFORMATION
Effective May 17 2012, Stacie Daley resigned as secretary of our company. Ms.
Daley's resignation was not the result of any disagreements with our company
regarding our operations, policies, practices or otherwise.
Concurrently with Ms. Daley's resignation, we appointed Louis Rosen, our chief
financial officer, chief operating officer and director, as secretary of our
company, effective May 17, 2012.
Also effective May 17, 2012, we decreased the number of directors on our board
of directors to two (2). Our board of directors now consists of Louis Rosen and
Michael Spiegel.
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
2.1 Share Exchange Agreement between VuMee Inc. and Data Pangea LLC dated
May 7 2012 (incorporated by reference to our Current Report on Form 8-K
filed on May 10, 2012)
(3) ARTICLES OF INCORPORATION; BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form S-1 filed on December 5, 2008)
3.2 Bylaws (incorporated by reference to our Registration Statement on Form
S-1 filed on December 5, 2008)
3.3 Articles of Merger (incorporated by reference to our Current Report on
Form 8-K filed on May 10, 2012)
3.4 Certificate of Change (incorporated by reference to our Current Report
on Form 8-K filed on May 10, 2012)
(10) MATERIAL CONTRACTS
10.1 NFS Lease Agreement for equipment dated March 3, 2012 (Incorporated by
reference to our Current Report on Form 8-K filed on May 25, 2012)
10.2 Agreement with Cogent Communications dated March 28, 2012 (Incorporated
by reference to our Current Report on Form 8-K filed on May 25, 2012)
10.3 Agreement with Terremark dated April 16, 2012 (Incorporated by
reference to our Current Report on Form 8-K filed on May 25, 2012)
10.4 Agreement with NTT Communications dated April 23, 2012 (Incorporated by
reference to our Current Report on Form 8-K filed on May 25, 2012)
10.5 Agreement with American Registry for Internet Numbers, Ltd. Dated April
30, 2012 (Incorporated by reference to our Current Report on Form 8-K
filed on May 25, 2012)
10.6 Agreement with Open X Banner Ads and Video dated May 7, 2012
(Incorporated by reference to our Current Report on Form 8-K filed on
May 25, 2012)
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10.7 Loan Agreement among Data Pangea LLC and MLJP LLC dated June 29, 2012
(Incorporated by reference to our Current Report on Form 8-K filed on
July 6, 2012)
(31) RULE 13A-14 / 15D-14 CERTIFICATIONS
31.1* Certification of Acting Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Acting Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification of Acting Principal Executive Officer relating to
Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
32.2* Certification of Acting Principal Financial Officer relating to
Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
101** INTERACTIVE DATA FILES
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Submitted herewith. Users of this data are advised that, pursuant to Rule
406T of Regulation S-T, these interactive data files are deemed not filed
or part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933, are deemed not filed for purposes
of Section 18 of the Securities Exchange Act of 1934, and otherwise are not
subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VuMEE Inc.
Dated: July 20, 2012 By: /s/ Michael Spiegel
-------------------------------------------------
Michael Spiegel
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Louis Rosen
-------------------------------------------------
Louis Rosen
Chief Financial Officer, Chief Operating Officer,
Secretary and Director
(Principal Financial Officer and Principal
Accounting Officer)
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