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EX-31 - EXHIBIT 31 - InnoVision Labs, Inccert-31.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

 

[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________to ________________

 

Commission file number 333-175212

 

GLASSESOFF INC.
(Exact name of small business issuer as specified in its charter)

Nevada 26-4574088
(State of Incorporation) (I.R.S. Employer Identification No.)

 

35 Jabotinski St. POB 126

Ramat Gan 52511

Israel

 

Telephone 607-765-0967

(Address and telephone number of registrant's principal executive offices and principal place of business)

 

AUTOVATIVE PRODUCTS INC. 

167 Penn Street, Washington Boro, Pennsylvania 17582

607-765-0967

 

(Former Address and telephone number of registrant's principal executive offices and principal place of business)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]      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 was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

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

 

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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 [  ]    No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class Outstanding at June 30, 2013
Common Stock, $0.001 par value per share 8,557,977 shares

 


PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our unaudited interim consolidated financial statements for the three and six month periods ended June 30, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS INC. )
(A Development Stage Company)

CONDENSED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2013

(Unaudited – Prepared by Management)

PART 1: FINANCIAL INFORMATION

 

Item 1. Condensed Balance Sheets 2
            Condensed Statements Of Operations 3
            Condensed Statements Of Cash Flows 4
            Notes To Condensed Financial Statements 5
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 8
Item 3. Quantitative And Qualitative Disclosures About Market Risk 11
Item 4. Controls And Procedures 11
Part II. Other Information 13
Item 1. Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Mining Safety Disclosures 13
Item 5. Other Information/Subsequent Events 13
Item 6. Exhibits 13
Signatures 13

 

 
 

 

GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS, INC.)

CONDENSED BALANCE SHEETS

 

 

       
   June 30, 2013  December 31, 2012
   (Unaudited)  (audited)
           
Assets          
           
Current Assets          
Cash  $1,155   $1,774 
Accounts Receivable   273    13,883 
Total Current Assets   1,428    15,657 
           
           
Total Assets  $1,428   $15,657 
           
Liabilities And Stockholders' Equity (Deficit)          
           
Current Liabilities          
Accounts Payable  $1,088   $22,158 
Accrued Income Tax Payable   —      13,357 
Accrued Interest and Penalties   —      14,049 
Total Current Liabilities   1,088    49,564 
           
Total Liabilities   1,088    49,564 
           
Stockholders’ Equity (Deficit)          
           
Common Stock $0.001 Par Value 25,000,000 Shares Authorized 8,585,977 shares issued and outstanding   8,558    8,558 
           
Paid in Capital   68,639    24,583 
Retained Earnings   (76,857)   (67,048)
Total Stockholders’ Equity (Deficit)   340    (33,907)
           
Total Liabilities And          
Stockholders' Equity (Deficit)  $1,428   $15,657 
           
           

See accompanying notes to condensed

financial statements.

3

 
 

GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS, INC.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months Ended   Six Months Ended

                                                               June 30

   2013  2012  2013  2012
Revenue                    
                     
Sales  $816   $378   $9,212   $5,961 
Service Income   —      9,000    —      15,000 
Total Revenue   816    9,378    9,212    20,961 
Cost of Goods Sold   544    704    6,944    4,512 
Gross Profit  $272    9,160    2,268    16,449 
                     
Selling, General and Administrative Expenses                    
Depreciation  $—      1,000    —      2,142 
Amortization   —      1,072    —      2,002 
Commissions   272    122    2,268    1,449 
Advertising and Marketing   —      12,200    —      9,000 
General & Administrative   5    205    28    2,525 
Professional Fees   9,781    7,163    9,781    22,913 
                     
Total Operating Expenses  $10,058    7,285    12,077    35,887 
                     
Net Operating Income (Loss)  $(9,786)   1,875    (9,809)   (19,438)
                     
Interest Expense   —      229    —      456 
                     
Net Income (Loss)  $(9,786)  $1,608   $(9,809)  $(19,894)
                     
Net Income (Loss) Per Share, Basic and Diluted  $(0.00)  $0.00   $(0.00)  $(0.00)
                     
Weighted Average Shares Outstanding   8,557,977    8,585,977    8,557,977    8,585,977 
                     

 

See accompanying notes to condensed

financial statements.

4

 
 

 

 GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS, INC)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

                                                                                                Six Months Ended June 30 

   2013  2012
Cash Flows from Operating Activities          
Net (Loss)  $(9,809)  $(19,894)
           
Adjustments to Reconcile Net Loss To Net Cash Used In Operating Activities:          
           
Amortization of Long Lived Asset   —      2,144 
Depreciation Property and Equipment   —      2,000 
Accounts Receivable   13,610    17,008 
Accounts Payable and Accrued Liabilities   (21,070)   (16,558)
Accrued Tax Expense   (13,357)   —   
Accrued Interest and Penalties   (14,049)   —   
           
Net Cash Used In Operating Activities   (44,675)   (19,444)
           
Cash Flows From Investing Activities   —      —   
           
Cash Flows from Financing Activities          
           
Capital Contributed to Pay Expenses   44,056    —   
           
Net Cash Flows from Financing Activities   44,056    9,781 
           
Decrease in Cash   (619)   (19,444)
           
Cash at Beginning of the Year   1,774    28,343 
           
Cash at End of Quarter  $1,155   $8,899 

 

 

*For the Quarter at June 30, 2013 and 2012, there were no payments for interest or taxes.

 

See accompanying notes to condensed

financial statements.

5

 

 
 

 GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS INC.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2013 and 2012

 

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2013 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements. The results of operations for the periods ended June 30, 2013 and the same period last year are not necessarily indicative of the operating results for the full years.

 

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

 

BUSINESS AND BASIS OF PRESENTATION

 

Autovative Products Inc. ("Company" or "Autovative Products") was formed on December 8, 2004 under the laws of the State of Nevada.

 

Autovative Products is a Specialty distribution company of fleet truck products. Currently the Company has exclusive distribution rights with both Federal Express (FedEx) and United Postal Service (UPS) for its Portable Tow Truck. The Company is currently in the process of marketing its Overhead Door Saver to both FedEx and UPS.

 

REVENUE RECOGNITION

 

We recognize revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from design services provided are recorded upon billing of completed services.

 

We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions as determined by Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 605-45-45, Overall Considerations of Reporting Revenue Gross as a Principal Versus Net as an Agent. We are primarily obligated in the transaction, subject to credit risk, have latitude in establishing prices and selecting suppliers, and risk of replacing lost shipments, therefore revenue is recorded at the gross sales price.

 

Product sales represent revenue from the sale of products and related shipping fees where we are the seller of record. Product sales and shipping revenues are recorded when the products are shipped and title passes to customers.

 

6

 

 
 

EARNINGS PER SHARE

 

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share specifying the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. The Company has no dilutive potential common shares, therefore diluted earnings per share computes to the same as basic earnings per share.

 

ADVERTISING

 

The Company follows a policy of charging the costs of advertising to expenses incurred. The Company incurred $0 and $0 in advertising expenses for the three and six months ended June 30, 2013, respectively, and $00 and $9,000 for the three and six months ended June 30, 2012, respectively.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at that time. The Company has determined that the adoption of recently adopted accounting pronouncements will not have an impact on the financial statements.

 

SEASONAL VARIATIONS

FASB issued ASC 270-10-45-11 which states that revenues of certain entities are subject to material seasonal variations. To avoid the possibility that interim results with material seasonal variations may be taken as fairly indicative of the estimated results for a full fiscal year, such entities shall disclose the seasonal nature of their activities, and consider supplementing their interim reports with information for 12-month periods ended at the interim date for the current and preceding years. The Company's business is seasonal; as it sells its Portable tow-truck mats almost exclusively to the UPS trucking fleet currently which is heavily used in winter conditions and substantially less in the spring through fall months.

GOING CONCERN

 

The Company has had losses since its inception.  There is no assurance that we will become profitable in the future. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

 

NOTE 2: ACCRUED TAXES AND ACCRUED INTEREST AND PENALTIES

 

In the six months ended June 30, 2013 the Company's accrued tax expense of $14,049, accrued interest and penalties expense of $11,951, and professional fees of $18,056 were paid by David Funderburk the company's previous CEO. The payments are treated as additional paid in capital, as the former officer is not to be repaid for the payments made by him.

 

 

 

 

7

 
 

NOTE 3: SUBSEQUENT EVENTS

 

On June 26, 2013, Autovative Products, Inc., a Nevada corporation ("Autovative", "GlassesOff", the "Company" or "we", "our" or "us"), entered into that certain Agreement and Plan of Merger (the "Original Merger Agreement"), as amended by that certain First Amendment to the Original Merger Agreement, dated as of July 2, 2013 (the "Amendment" and, together with the Original Merger Agreement, the "Merger Agreement"), by and among the Company, Ucansi Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Ucansi Inc., a Delaware corporation ("Ucansi"). Pursuant to the Merger Agreement, on July 30, 2013 (the "Closing Date"), Merger Sub merged with and into Ucansi (the "Merger"), with Ucansi surviving the merger as our wholly owned subsidiary. Upon consummation of the Merger, we changed our name from Autovative Products, Inc. to GlassesOff Inc.

 

Pursuant to the Merger Agreement, all shares of Ucansi's common and preferred stock that were issued and outstanding immediately preceding the Merger were converted into the right to receive an aggregate of approximately 40,000,000 shares of our common stock, par value $0.001 per share ("Common Stock"), after giving effect to a 7.5-for-1 forward split of our Common Stock (the "Forward Split"). Following the Merger, Ucansi's former stockholders hold approximately 80% of our issued and outstanding Common Stock. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, we assumed all of Ucansi's options and warrants that were issued and outstanding immediately prior to the Merger and issued to the holders of such securities in exchange therefor options and warrants to acquire approximately 9,019,872 shares and 7,523,504 shares of Common Stock, respectively, in each case after giving effect to the Forward Split. None of the shares of Common Stock, warrants, options or shares of Common Stock issuable upon exercise of such warrants and options issued by us in connection with the Merger (collectively, the "Merger Securities") have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be sold except in a transaction registered under, or exempt from, the registration provisions of the Securities Act and applicable state securities laws. We issued the Merger Securities in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. Persons acquiring Merger Securities represented to us that they were "accredited investors" as defined in Rule 501(a) under the Securities Act and that the Merger Securities were being acquired for investment purposes.

 

Additionally, on the Closing Date, we consummated a private placement (the "Private Placement") in connection with which we entered into subscription agreements (each, a "Subscription Agreement") with certain private investors (the "Investors"), pursuant to which the Investors purchased an aggregate of 2,490,000 units (each, a "Unit"), for a purchase price in cash of $1.25 per Unit, each of which comprised one share of Common Stock and one five-year warrant (each, a "Warrant") to purchase one share of Common Stock at an exercise price of $1.25 per share (each, a "Warrant Share"). Before expenses, we received an aggregate of approximately $3,112,500 in gross proceeds from the issuance of the Units. We issued the Units, including the underlying Common Stock, Warrants and Warrant Shares (collectively, the "Private Placement Securities") in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. The Investors represented to the Company that they were "accredited investors" as defined in Rule 501(a) under the Act and that the Shares were being acquired for investment purposes.

 

Both we and Ucansi have incurred customary transaction-related costs in connection with the Merger. The consolidation effected by the Merger will be accounted for as a reverse acquisition wherein Ucansi will be treated as the acquirer for accounting purposes as it has acquired control of the combined enterprise.

 

On or about December 31, 2012, we contributed all of the operations, assets and liabilities of our historical business, generally comprising the distribution and development of automotive parts (the "Legacy Business"), to a newly-formed wholly owned subsidiary, Autovative Technologies, Inc. ("Autovative Tech"). On May 23, 2013, we entered into a spin-off agreement (the "Spin-Off Agreement") with our former Chairman of the Board and Chief Executive Officer, David Funderburk, pursuant to which, effective on the Closing Date, we sold, assigned, transferred and conveyed to Mr. Funderburk all of the issued and outstanding capital stock of Autovative Tech, in exchange for which Mr. Funderburk has agreed to indemnify us for, and hold us harmless from, any and all losses and liabilities arising out of, or relating to, the Legacy Business. We refer to the foregoing as the "Split-Off".

 

In connection with the Merger, our Board of Directors and holders of in excess of a majority of our issued and outstanding Common Stock (the "Majority Holders") voted to amended our Articles of Incorporation (the "Amended and Restated Articles") to (i) increase our capitalization to provide for the issuance of up to 200,000,000 shares of our Common Stock and up to 20,000,000 shares of "blank check" preferred stock, par value $0.001 per share, and (ii) change our name from Autovative Products, Inc. to "GlassesOff Inc." In connection with our name change, we expect that our Common Stock, which is currently traded on the OTCBB and the OTCQB under the symbol "ATVP", will soon trade under a new symbol. Also in connection with the Merger, our Board of Directors amended and restated our bylaws (the "Amended and Restated Bylaws").

 

The Majority Holders approved the Amended and Restated Articles pursuant to a written consent. An aggregate of 7,080,555 votes were cast "for" the Amended and Restated Articles, no votes were cast "against" the Amended and Restated Articles, and there were no abstentions or broker non-votes.

 

Effective upon consummation of the Merger: (i) the board increased the number of seats on the board from one to four; (ii) in accordance with our bylaws, Mr. Qasim Husain, MD, the sole director, appointed Mess' rs. Novik, Madar and Shaffir and Prof. Polat to fill the vacancies created by the increase in number of seats on our board; and (iii) Dr. Husain resigned as a director. Each of the new directors will hold office until the earlier of the next annual meeting of stockholders and the election and qualification of their successors or their earlier death, resignation or removal. Additionally, effective upon consummation of the Merger, Dr. Qasim resigned as Chief Executive Officer and our Board of Directors appointed the following persons to serve in the offices set forth across from their names:

 

Name  Title
Nimrod Madar, M.B.A.   President and Chief Executive Officer
Uri Polat, Ph.D.   Chief Scientific Officer
Ram Shaffir   Chief Technology Officer
Steve Schaeffer, CPA   Chief Financial Officer

 

Upon execution of the new officer agreements on the Closing Date, the Company granted Dr. Polat and Messrs. Madar and Shaffir options to purchase 350,000, 150,000 and 50,000 shares of Common Stock, respectively, at an exercise price of $1.25 per share, which options will vest in substantially equal amounts on the first, second and third anniversaries of the date of grant. In addition the Company granted Messrs. Madar and Shaffir 200,000 and 300,000 shares, respectively, of restricted Common Stock, vesting in substantially equal amounts on the first, second and third anniversaries of the date of grant.

 

Upon appointment as Chairman of the Board at the Closing Date, the Company granted Mr. Novik 300,000 shares of restricted Common Stock, which vest in substantially equal monthly installments over a period of 12 months from the date of grant. In addition, we granted Mr. Novik an option to purchase 150,000 shares of Common Stock at an exercise price equal to $1.25 per share, which option vests in substantially equal monthly installments over a period of 12 months from the date of grant. 

 

 

8

 

 

 

 
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the following discussion. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance. Other important factors that could cause actual results to differ materially include the following: business conditions, the price of precious metals, ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K; its quarterly reports on Forms 10-Q; and any reports on Form 8-K. In addition, the Company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.

 

GENERAL

 

We were incorporated in Nevada on December 8, 2004 and we have elected December 31 as our fiscal year end.

 

We were formed to develop businesses, assets and opportunities, some acquired and contributed from third parties and our founding shareholders, in the trucking/automobile special parts production and distribution industry and some related fields. We have been, initially, capitalized through the acquisition of Assets from our founding shareholder, outside producers, cash flows from the distribution of products and the proceeds from a Private Placement offering.

 

On July 30, 2013 the Company closed the Original Merger Agreement ("Merger Agreement") with the shareholders of Ucansi, Inc.'s ("Ucansi") shareholders where the Ucansi former shareholders will.hold approximately 80%of the issued and outstanding stock. Pursuant to the Merger Agreement, Autovative Tech, a wholly owned subsidiary containing the prior operations of the Company, was sold, assigned, transferred and conveyed to the prior officer of the Company.

 

Also on July 30, 2013, the State of Nevada approved the Company's Certificate of Amendment to the Articles of Incorporation, which increased it's capitalization to 200,000,000 shares of $0.001 par value Common Stock and 20,000,000 shares of $0.001 par value Preferred Stock. The name of the Company was changed to GlassesOff, Inc. ("GlassesOff"). 

 

 

Products and Technology

 

GlassesOff was originally incorporated on February 5, 2007, under the laws of the state of Delaware, under the name Eyekon Inc. and, in April 2008, GlassesOff changed its name to Ucansi Inc. In July 2007, GlassesOff formed EYEKON BLUE WHITE LTD., a wholly owned Israeli subsidiary focusing on development and commercialization of next-generation software applications for reading improvement based on GlassesOff's proprietary intellectual property. In August 2007, EYEKON BLUE WHITE LTD. changed its name to EYEKON E.R.D. LTD.

 

GlassesOff is a development stage healthcare software technology company, utilizing patented technology to develop and commercialize consumer-oriented software applications for improving near vision sharpness, by improving the image processing function in the visual cortex of the brain. GlassesOff expects to deliver its products through a cloud-based client server architecture to hand-held devices, currently implemented on the Apple iOS platform (iPhone, iPod, iPad), and which are scheduled to be offered on Android and Windows Phone platforms.

 

Prior Products

 

Portable Tow Truck

 

The Portable Tow Truck was developed and is owned by OTW Enterprises LLC. We have contracted with OTW Enterprises LLC for the marketing and distribution rights. The Portable Tow Truck is made of rigid polypropylene. Each section (there are two sections, one for each rear tire) is 8 inches wide and 36 inches long, and weighs 2.5 pounds. They have two holes on the top portion to provide attachment to the vehicle, and are designed for easily handling and consume very little trunk space. They have been tested to perform at 40 degrees below zero, and are designed to last for a number of years, depending on how much they are used.

 

We have continued to have positive response from both FedEx and UPS regarding the Portable Tow Truck. We have no ongoing contract for the sale of the product to any Company, inclusive of FedEx and UPS yet both Companies combined make up 98% of our sales OF The Portable Tow Truck as they continue to return to purchase the Portable Tow Truck.

 

We believe that once we implement our business strategy as defined above we will be able to sell the product to additional large trucking fleets as well as automotive parts stores, and the larger retail outlets such as Wal-Mart, and Target. At this time we do not know how successful we might be at selling to other large trucking fleets or the retail markets.

 

Overhead Door Saver

 

The Overhead Door Saver was developed and is owned by OTW Enterprises LLC. We have contracted with OTW Enterprises LLC for the marketing and distribution rights. The Overhead Door Saver is manufactured from various steel parts. The mounting piece (which is bolted to the track of the overhead door) is 3" steel flat bar which has three holes punched in it, and then is bent into a U shape. The rod which goes through the U support is made from hot-rolled ½" steel and has a 2"X2 ½" flat steel piece welded on one end. A 10" long engineered steel spring is placed over the rod and then inserted through the holes on the U support. A 2" long engineered steel spring is placed on the back end of the rod, with a bolt behind it welded to the rod. The assembled unit is then painted and baked (plated) to prevent rust and to assure a long-lasting product. Left-hand and right-hand units are produced, and both units are then bolted to the overhead door track, one on each side.

 

We have yet to make sales of the Overhead Door Saver. The unit is currently in a test phase by UPS.

 

Results of Operations

 

Net Sales

For the three and six months ended June 30, 2013, respectively, the Company had $816 and $9,212 in sales compared to $378 and $5,961 for the three and six months ended June 30, 2012. The changes in sales resulted from fluctuations in orders from both FedEx and UPS. The Company had no design service income in 2013 compared to $9,000 and $15,000 for the three and six months ended June 30, 2012.

 

Gross Profit

For the three and six months ended June 30, 2013, respectively, gross profit was $272 and 2,268 compared to a $9,160 and $16,449 for the three and six months ended June 30, 2012, respectively, correlating to the loss of consulting revenue.

 

 9

 

Selling, General and Administrative Expenses

For the three and six months ended June 30, 2013, respectively, the Company had office and general expenses of $5 and $28 compared with $205 and $2,525 for the three and six months ended June 30, 2012, respectively. The changes were primarily a decrease in professional fees from $7,163 and $22,913 for the three and six months ended June 30, 2012, respectively, to $9,781 and $9,781 for the three and six months ended June 30, 2013 as the Company underwent a change in control of a majority of its shares.

 

Net Loss

For the three and six months ended June 30, 2013, respectively, the Company had a net loss of $9,786 and $9,809 or $(0.00) per share, compared to the net profit for the three months ended June 30, 2012 of $1,608 and net loss for the six months ended June 30, 2012 of $19,894 or $(0.00) per share. The decreased loss was primarily due to decreased marketing and professional fees expenditures for promotion and public reporting during the period ending June 30, 2013. 

 

Liquidity and Capital Resources

 

The Company had current assets including cash on hand of $1,428 as at June 30, 2013. The Company also had a net loss of $9,786 during the three months ended June 30, 2013 and a loss of $9,809 for the six months for the same period. The revenues and expenses of the Company are highly seasonal and working capital varies throughout the year as the majority of orders placed for the Company's Portable tow Truck are during the fall and winter months.

 

For the six months ended June 30, 2013 assets declined by $ 14,229 primarily due to the use of cash and accounts receivables to pay vendors during the six months ended June 30, 2013.

 

Management of the Company has determined that the Company's ability to continue as a going concern is dependent on raising additional capital and achieving increased sales of its Portable Tow Truck and it Overhead Door Saver.

Management can give no assurance that any increase in sales will occur in the future and if they do occur, may not be enough to cover the Company's operating expenses or any other costs. Should this be the case, we would be forced, unless sufficient working capital can be raised, to suspend operations and possibly liquidate the assets and wind up and dissolve the Company.

 

Significant Accounting Policies and Estimates

 

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements 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 revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

 

 

 

 

 

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Application of Critical Accounting Policies

 

Revenue recognition 

 

We recognize revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from design services provided are recorded upon billing of completed services.

 

We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions as determined by Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 605-45-45, Overall Considerations of Reporting Revenue Gross as a Principal Versus Net as an Agent. We are primarily obligated in the transaction, subject to credit risk, have latitude in establishing prices and selecting suppliers, and risk of replacing lost shipments, therefore revenue is recorded at the gross sales price.

 

Product sales represent revenue from the sale of products and related shipping fees where we are the seller of record. Product sales and shipping revenues are recorded when the products are shipped and title passes to customers. 

 

 

 

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

   Controls And Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures

 

At the end of the period covered by this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer believe that:

 

á Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and

 

á Our disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to our management, and made known to our Chief Executive Officer and Chief Financial Officer, particularly during the period when this Annual Report was prepared, as appropriate to allow timely decisions regarding the required disclosure.

 

Autovative Product's Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and concluded that these controls and procedures were not effective as of June 30, 2013.

 

Unremediated Material Weakness

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Subsequent to issuance of the Company's December 31, 2011 and 2010 financial statements the Company's management identified an error related to 1) the proper recording of accounts receivable for sales, 2) the proper recording of accounts payable for cost of sales and commission, and 3) the reporting of income taxes, interest and penalties payable for taxes due from a prior year return. As a result, the Company has restated certain amounts in the accompanying financial statements to correct errors in previously reported amounts related to accounts receivables, accounts payables, and accrued expenses. This restatement affected the reported amounts of accounts receivables, current liabilities, and accumulated deficit.

 

The Company concluded on November 19, 2012, to restate the Company's audited financial statements as of December 31, 2011 and for the year then ended (the "Restatement") to correct errors in previously reported amounts. The Restatement reflects the following adjustments related to the accrual account adjustments for receivables and payables.

 

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To initially address this material weakness, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

Remediation of Material Weakness

 

To remediate the material weakness in our disclosure controls and procedures identified above, we have done or intend to do the following subsequent to the fiscal year ended December 31, 2011. On December 28, 2012, a consultant to the Company who has expertise in public company financial reporting compliance, was appointed to process proper accrual accounting to the books and records of the Company, in assistance to the President in the financial process of the Company.

 

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

None

 

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

None

 

Item 3. Defaults upon Senior Securities

None.

 

Item 4. Mining Safety Disclosures

None.

 

Item 5. Other Information/Subsequent Events

 

On June 26, 2013, Autovative Products, Inc., a Nevada corporation ("Autovative", "GlassesOff", the "Company" or "we", "our" or "us"), entered into that certain Agreement and Plan of Merger (the "Original Merger Agreement"), as amended by that certain First Amendment to the Original Merger Agreement, dated as of July 2, 2013 (the "Amendment" and, together with the Original Merger Agreement, the "Merger Agreement"), by and among the Company, Ucansi Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Ucansi Inc., a Delaware corporation ("Ucansi"). Pursuant to the Merger Agreement, on July 30, 2013 (the "Closing Date"), Merger Sub merged with and into Ucansi (the "Merger"), with Ucansi surviving the merger as our wholly owned subsidiary. Upon consummation of the Merger, we changed our name from Autovative Products, Inc. to GlassesOff Inc.

 

Pursuant to the Merger Agreement, all shares of Ucansi's common and preferred stock that were issued and outstanding immediately preceding the Merger were converted into the right to receive an aggregate of approximately 40,000,000 shares of our common stock, par value $0.001 per share ("Common Stock"), after giving effect to a 7.5-for-1 forward split of our Common Stock (the "Forward Split"). Following the Merger, Ucansi's former stockholders hold approximately 80% of our issued and outstanding Common Stock. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, we assumed all of Ucansi's options and warrants that were issued and outstanding immediately prior to the Merger and issued to the holders of such securities in exchange therefor options and warrants to acquire approximately 9,019,872 shares and 7,523,504 shares of Common Stock, respectively, in each case after giving effect to the Forward Split. None of the shares of Common Stock, warrants, options or shares of Common Stock issuable upon exercise of such warrants and options issued by us in connection with the Merger (collectively, the "Merger Securities") have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be sold except in a transaction registered under, or exempt from, the registration provisions of the Securities Act and applicable state securities laws. We issued the Merger Securities in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. Persons acquiring Merger Securities represented to us that they were "accredited investors" as defined in Rule 501(a) under the Securities Act and that the Merger Securities were being acquired for investment purposes.

 

Additionally, on the Closing Date, we consummated a private placement (the "Private Placement") in connection with which we entered into subscription agreements (each, a "Subscription Agreement") with certain private investors (the "Investors"), pursuant to which the Investors purchased an aggregate of 2,490,000 units (each, a "Unit"), for a purchase price in cash of $1.25 per Unit, each of which comprised one share of Common Stock and one five-year warrant (each, a "Warrant") to purchase one share of Common Stock at an exercise price of $1.25 per share (each, a "Warrant Share"). Before expenses, we received an aggregate of approximately $3,112,500 in gross proceeds from the issuance of the Units. We issued the Units, including the underlying Common Stock, Warrants and Warrant Shares (collectively, the "Private Placement Securities") in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. The Investors represented to the Company that they were "accredited investors" as defined in Rule 501(a) under the Act and that the Shares were being acquired for investment purposes.

 

Both we and Ucansi have incurred customary transaction-related costs in connection with the Merger. The consolidation effected by the Merger will be accounted for as a reverse acquisition wherein Ucansi will be treated as the acquirer for accounting purposes as it has acquired control of the combined enterprise.

 

On or about December 31, 2012, we contributed all of the operations, assets and liabilities of our historical business, generally comprising the distribution and development of automotive parts (the "Legacy Business"), to a newly-formed wholly owned subsidiary, Autovative Technologies, Inc. ("Autovative Tech"). On May 23, 2013, we entered into a spin-off agreement (the "Spin-Off Agreement") with our former Chairman of the Board and Chief Executive Officer, David Funderburk, pursuant to which, effective on the Closing Date, we sold, assigned, transferred and conveyed to Mr. Funderburk all of the issued and outstanding capital stock of Autovative Tech, in exchange for which Mr. Funderburk has agreed to indemnify us for, and hold us harmless from, any and all losses and liabilities arising out of, or relating to, the Legacy Business. We refer to the foregoing as the "Split-Off".

 

In connection with the Merger, our Board of Directors and holders of in excess of a majority of our issued and outstanding Common Stock (the "Majority Holders") voted to amended our Articles of Incorporation (the "Amended and Restated Articles") to (i) increase our capitalization to provide for the issuance of up to 200,000,000 shares of our Common Stock and up to 20,000,000 shares of "blank check" preferred stock, par value $0.001 per share, and (ii) change our name from Autovative Products, Inc. to "GlassesOff Inc." In connection with our name change, we expect that our Common Stock, which is currently traded on the OTCBB and the OTCQB under the symbol "ATVP", will soon trade under a new symbol. Also in connection with the Merger, our Board of Directors amended and restated our bylaws (the "Amended and Restated Bylaws").

 

The Majority Holders approved the Amended and Restated Articles pursuant to a written consent. An aggregate of 7,080,555 votes were cast "for" the Amended and Restated Articles, no votes were cast "against" the Amended and Restated Articles, and there were no abstentions or broker non-votes.

 

Effective upon consummation of the Merger: (i) the board increased the number of seats on the board from one to four; (ii) in accordance with our bylaws, Mr. Qasim Husain, MD, the sole director, appointed Mess' rs. Novik, Madar and Shaffir and Prof. Polat to fill the vacancies created by the increase in number of seats on our board; and (iii) Dr. Husain resigned as a director. Each of the new directors will hold office until the earlier of the next annual meeting of stockholders and the election and qualification of their successors or their earlier death, resignation or removal. Additionally, effective upon consummation of the Merger, Dr. Qasim resigned as Chief Executive Officer and our Board of Directors appointed the following persons to serve in the offices set forth across from their names:

 

Name  Title
Nimrod Madar, M.B.A.   President and Chief Executive Officer
Uri Polat, Ph.D.   Chief Scientific Officer
Ram Shaffir   Chief Technology Officer
Steve Schaeffer, CPA   Chief Financial Officer

 

Upon execution of the new officer agreements on the Closing Date, the Company granted Dr. Polat and Messrs. Madar and Shaffir options to purchase 350,000, 150,000 and 50,000 shares of Common Stock, respectively, at an exercise price of $1.25 per share, which options will vest in substantially equal amounts on the first, second and third anniversaries of the date of grant. In addition the Company granted Messrs. Madar and Shaffir 200,000 and 300,000 shares, respectively, of restricted Common Stock, vesting in substantially equal amounts on the first, second and third anniversaries of the date of grant.

 

Upon appointment as Chairman of the Board at the Closing Date, the Company granted Mr. Novik 300,000 shares of restricted Common Stock, which vest in substantially equal monthly installments over a period of 12 months from the date of grant. In addition, we granted Mr. Novik an option to purchase 150,000 shares of Common Stock at an exercise price equal to $1.25 per share, which option vests in substantially equal monthly installments over a period of 12 months from the date of grant. 

 

 

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

8-k        1/7/2013                    ITEM 5.01.        Changes in Control of Registrant.

 

8-k        7/2/2013               ITEM 1.01         Entry Into a Material Definitive Agreement.

ITEM 3.02         Unregistered Sales of Equity Securities.

ITEM 9.01         Financial Statements and Exhibits

 

 

(a) Financial Statement Schedules.

 

None.

 

(b) Exhibits

 

Number Exhibit
31.1** Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

** Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

GLASSESOFF INC.

(FORMERLY AUTOVATIVE PRODUCTS, INC.)

 
       

Dated: August 14, 2013.

 

By: /s/ Nimrod Madar   
    Nimrod Madar ,  
    President, (Principal Executive Officer)  
       

 

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