SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: June 30, 2014

 

or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ________________ to __________________

 

Commission File Number 333-184459

 

800 COMMERCE, INC.

(Exact name of registrant as specified in its charter)

 

                                     Florida                                                 27-2019626

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

319 Clematis Street, Suite 1008, West Palm Beach, FL 33401

(Address of principal executive offices)

 

(561) 249-6511

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑     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 (§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 ☑     No ☐

 

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer   ☐	Accelerated filer   ☐
Non-accelerated filer   ☐   (Do not check if a smaller reporting company)	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  ☑

 

The number of shares outstanding of the Registrant's $0.01 par value Common Stock as of August 1, 2014, was 19,950,000 shares.

Index to Condensed Financial Statements

 

		Page No.
Part I Financial Information
Item 1.	Financial Statements
	Condensed Balance Sheets As of June 30, 2014 (Unaudited) and December 31, 2013	F-1
	Condensed Statements of Operations and Comprehensive Income For the three and six months ended June 30, 2014 and 2013 (Unaudited)	F-2
	Condensed Statements of Cash Flows For the six months ended June 30, 2014 and 2013 (Unaudited)	F-3
	Notes to Condensed Financial Statements (Unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
Part II Other Information
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits

800 COMMERCE, INC.
CONDENSED BALANCE SHEETS
		June 30,				December 31,
		2014				2013
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	5,772			$	3,912
Accounts receivable			72,783				29,159
Prepaid expenses			750				—
Marketable securities			156,000				72,150
Security deposit			700				—
Total current assets			236,005				105,221
Patent Pending		$	33,950			$	33,950
Computer Equipment, net			2,314				2,512
Total assets		$	272,269			$	141,683
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		$	116,569			$	76,697
Due to stockholders			244,556				174,408
Convertible promissory note			—				7,000
Derivative liability			—				6,373
Total current liabilities			361,125				264,478
Stockholders' Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued			—				—
Common stock, $0.001 par value; 90,000,000 shares authorized; 19,950,000 shares issued and outstanding			19,950				19,950
Additional paid-in capital			1,425,252				1,418,879
Accumulated comprehensive income (loss)			42,000				(51,350	)
Accumulated deficit			(1,576,058	)			(1,510,274	)
Total stockholders' deficit			(88,856	)			(122,795	)
Total liabilities and stockholders' deficit		$	272,269			$	141,683
See notes to condensed financial statements

800 COMMERCE, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
		Three months ended June 30,								Six months ended June 30,
		2014				2013				2014				2013
Fee revenue, net		$	100,022			$	93,419			$	190,470			$	187,231
Costs of revenue			99,580				118,214				189,187				231,467
Gross profit (loss)			442				(24,795	)			1,283				(44,236	)
Operating expenses:
Salaries and management fees			28,800				121,413				51,300				211,716
Rent			2,250				5,229				2,250				10,666
Travel and entertainment			131				5,365				131				7,771
Transfer agent and filing fees			3,434				3,057				6,404				4,889
Professional and consulting fees			5,350				12,900				8,500				18,862
Software development and internet expenses			511				2,922				1,384				4,633
Other general and administrative			3,304				7,829				4,151				20,489
Total operating expenses			43,780				158,715				74,120				279,026
Operating loss			(43,338	)			(183,510	)			(72,837	)			(323,262	)
Other income (expense):
Interest expense			—				(11,136	)			—				(24,465	)
Change in fair market value of derivative liabilities			—				(651	)			—				10,529
Gain on sale of marketable securities			—				34,943				7,054				38,117
Total other income, net			—				23,156				7,054				24,181
Net loss		$	(43,338	)		$	(160,354	)		$	(65,783	)		$	(299,081	)
Other Comprehensive gain, net of tax:
Unrealized gain (loss) on marketable securities			(107,400	)			(17,338	)			100,404				325,662
Less reclassification adjustment for gains included in net loss			—				(34,943	)			(7,054	)			(38,117	)
Other comprehensive income (loss)			(107,400	)			(52,281	)			93,350				287,545
Comprehensive income (loss)		$	(150,738	)		$	(212,635	)		$	27,567			$	(11,536	)
Net loss per share		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.02	)
Weighted average number of common shares outstanding Basic and diluted			19,950,000				19,150,000				19,950,000				19,100,000
See notes to condensed financial statements.

800 COMMERCE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
		2014				2013
Cash flows from operating activities:
Net loss		$	(65,783	)		$	(299,081	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			198				198
Amortization of discount on convertible note			—				22,465
Amortization of deferred customer acquisition costs			—				62,500
Change in fair value of derivative liabilities			—				(10,529	)
Stock based compensation			—				147,250
Gain on sale of marketable securities			(7,054	)			(38,117	)
Change in operating assets and liabilities:
Increase in prepaid assets			(750	)			—
Increase in accounts receivable			(43,624	)			(33,190	)
Increase in accounts payable and accrued expenses			39,871				35,479
Net cash used in operating activities			(77,142	)			(113,025	)
Cash flows from investing activities:
Proceeds from sale of marketable securities			16,554				77,081
Purchase of computer equipment			—				(1,929	)
Payment of patent costs			—				(1,450	)
Payment of security deposits			(700	)			—
Net cash provided by investing activities			15,854				73,702
Cash flows from financing activities:
Increase in amount due stockholders			70,148				27,319
Repayments of convertible note			(7,000	)			(7,500	)
Net cash provided by financing activities:			63,148				19,819
Net (decrease) increase in cash and cash equivalents			1,860				(19,504	)
Cash and cash equivalents, beginning			3,912				40,618
Cash and cash equivalents, ending		$	5,772			$	21,114
Supplemental disclosure of cash flow information:
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Schedule of Non-Cash Investing and Financing Activities:
Reclassification of derivative liability upon repayment of convertible debt		$	6,373			$	—
Patent costs included in accounts payable		$	—			$	4,125
See notes to condensed financial statements.

 800 COMMERCE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited) 

 

 

Note 1 - Organization

 

Business

 

800 Commerce, Inc. (the “Company” or “800 Commerce”) was formed in the State of Florida on February 10, 2010. The Company was founded for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers. The Company commenced revenue producing activities based on the marketing of credit processing services in March 2010. The Company generates revenue from the marketing of credit processing services by way of fees received from merchant payment processing service providers on whose behalf the Company brokers their processing services. On August 1, 2012, the Company began to receive additional revenue pursuant to a processing service provider’s assignment to the Company of a portion of its fee income under one of its service contracts in exchange for the issuance of 500,000 shares of our common stock.

 

In addition to marketing credit card processing services, the Company also has developed on-line portals and mobile applications offering directories of professional service providers. The Company has completed its’ initial on-line portal and mobile application dedicated to a directory of medical doctors, however the Company has not commenced revenue producing operations by way of the medical directory. The Company expects to re-launch the marketing of the medical directory in the third quarter of 2014, and hopes to commence receipt of revenue from the marketing of the medical directory in the fourth quarter of 2014.

 

On August 9, 2013, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s Registration Statement on Form S-1/A, whereby the Company has registered the 6,000,000 shares of common stock owned by Agritek Holdings, Inc. (“Agritek”), formerly known as Mediswipe. Agritek distributed the 6,000,000 shares of common stock to their shareholders of record as of September 3, 2013. The shares were distributed on September 4, 2013.

 

On July 31, 2014, the Company received notice that the Financial Industry Regulatory Authority approved our representative’s request and assigned the trading symbol, ETGH, for the OTC Bulletin Board and OTC Link.

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Company’s Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on April 11, 2014. Interim results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of future results for the full year. Certain amounts from the 2013 period have been reclassified to conform to the presentation used in the current period.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.

 

Accounts Receivable

 

The Company records accounts receivable from amounts due from its processors. The Company charges certain merchants for processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. The Company charges other merchant customers a flat fee per transaction, and may also charge miscellaneous fees to customers, including fees for returns, monthly minimums, and other miscellaneous services. All the charges and collections thereon flow through processors who then remit the fee due the Company within the month following the actual charges.

 

Marketable Securities

 

The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred.

 

Patents

 

The Company capitalizes patent pending acquisition costs, legal fees and filing costs associated with the development and filing of its patents.  Patents are generally amortized over an estimated useful life of 15 years using the straight-line method beginning on the issue date.  No amortization expense was recorded during the three and six months ended June 30, 2014 and 2013, as the Company’s patents are still pending as of June 30, 2014.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the month in which commissions are earned.

 

Fair Value of Financial Instruments

 

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

 

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

 

Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

 

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

 

The Company's financial instruments consist primarily of marketable securities. Marketable securities are adjusted to fair value each balance sheet date, based on quoted prices; which are considered level 1 inputs (see Note 5). The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

 

The Company’s derivative liability resulting from the issuance of convertible debt is adjusted to fair value based on recent sales of the underlying common stock and the use of an option pricing model, which are consistent with level 3 inputs. See Note 6.

 

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 for each fair value hierarchy level:

 

June 30, 2014			Derivative Liability				Marketable Securities				Total
Level I		$	—			$	156,000			$	156,000
Level II		$	—			$	—			$	—
Level III		$	—			$	—			$	—
December 31, 2013
Level I		$	—			$	72,150			$	72,150
Level II		$	—			$	—			$	—
Level III		$	6,373			$	—			$	6,373

 

The carrying amount of the Company’s accounts payable and accrued expenses, due to related parties and convertible debt approximate fair value to their short term.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

 

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties.

 

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2010 remain subject to examination by federal and state tax jurisdictions.

 

Earnings (Loss) Per Share

 

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the six months ended June 30, 2014 included options to purchase 1,600,000 shares of common stock, which were not included in the calculation of diluted loss per share because their impact was anti-dilutive.

 

Accounting for Stock-based Compensation 

 

The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided.

 

Comprehensive Income

 

The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized losses on available-for-sale securities.

 

Note 3 – Recent Accounting Pronouncements

 

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

 

Note 4 – Sales Concentration and Concentration of Credit Risk

 

Cash

 

Financial   instruments   that   potentially   subject   the   Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. The amounts that are not insured by FDIC limitations are held in short-term securities. The Company has not experienced any losses in such accounts.

 

Sales and accounts receivable

 

For the three and six months ended June 30, 2014, approximately 99% of the Company’s revenues for each period were received from one merchant service provider, pursuant to an Assignment Agreement (see Note 9) compared to 96% for the three and six months ended June 30, 2013. As of June 30, 2014, the Company had $72,498 (99% of accounts receivable) in accounts receivable from the same merchant service provider. This amount was collected in July 2014. The Company relies on a few processors to provide, on a non-exclusive basis, transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools.

Note 5 – Marketable Securities

 

The Company’s marketable securities consist solely of 600,000 and 650,000, as of June 30, 2014, and December 31, 2013, respectively, of shares of Agritek common stock, issued to the Company in connection with the Company’s formation in 2010. The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. During the three and six months ended June 30, 2014, the Company sold 0 and 50,000, respectively, shares of stock and recognized a gain of $0 and $7,054, respectively. The fair value of the Company’s holdings in Agritek’s common stock totaled $156,000 and $72,150 as of June 30, 2014, and December 31, 2013, respectively.

 

The following summarizes the carrying value of marketable securities as of June 30, 2014 and December 31, 2013:

 

		2014				2013
Historical cost		$	114,000			$	123,500
Unrealized gain (loss) included in accumulated  other comprehensive gain (loss)			42,000				(51,350	)
Net carrying value		$	156,000			$	72,150

 

Note 6 – Related Party Transactions

 

Management Fees

 

During the three and six months ended June 30, 2014 the Company expensed management fees of $13,500 and $27,000, respectively to or on behalf of the Company’s President, B. Michael Friedman, and $9,000 and $18,000, respectively, to the Company’s Chief Financial Officer, Barry Hollander. Included in accounts payable as of June 30, 2014 is $3,000 owed to Mr. Hollander. Effective August 1, 2012, the Company entered into two Advisory Board Agreements (“ABA”) pursuant to which, the Company granted to each of Dr. James Canton and Mr. Scott Climes a non-qualified stock option to purchase 800,000 shares of common stock of the Company at an exercise price of $0.30 per share. For the three and six months ended June 30, 2013, the Company recorded $63,000 and $126,000, respectively, as stock based compensation, included in management fees. The options were granted under the 2012 Plan and have a three year term and are fully vested. Amounts due to stockholders on the balance sheet as of June 30, 2014 include amounts owed to Mr. Friedman of $58,294 and Mr. Canton of $66,667.

 

Amounts due to Agritek Holdings, Inc.

 

As of December 31, 2012, Agritek owned 6,000,000 shares of the Company’s common stock, representing approximately 32% of the Company’s outstanding common stock. Effective September 4, 2013, Agritek distributed the 6,000,000 shares of the Company’s common stock to their shareholders of record as of September 3, 2013. The Company and Agritek are commonly controlled due to common management and board members. The Company owes Agritek $119,595 and $74,895 as of June 30, 2014 and December 31, 2013, respectively, as a result of advances received from Agritek. These advances are non-interest bearing and are due on demand and are included in amounts due stockholders on the June 30, 2014, balance sheet herein.

Convertible Promissory Note

 

In May 2012, the Company entered into a note agreement with Mr. Climes, our Chief Executive Officer and a member of our board of directors, for the issuance of a convertible promissory note in the amount of $50,000 (the “Note”). Among other terms the Note was due one year from its issuance date, bears interest at 8% per annum, payable in cash or shares at the Conversion Price as defined herewith, and was convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 65% of the lowest closing bid price within five days of any conversion. Additionally, there are limitations on the holder’s right to convert whereby there cannot be any conversion that would cause the holders beneficial ownership to exceed 4.9% of the total issued and outstanding common stock of the Company. Upon the occurrence of an event of default, as defined in the Note, the Company was required to pay interest at 12% per annum and the holders may at their option declare the Note, together with accrued and unpaid interest, to be immediately due and payable. In addition, the Note provided for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. During the year ended December 31, 2013, the Company repaid $43,000 of the Note. During the quarter ended March 31, 2014, the Company repaid the remainder of the Note due.

 

The Company determined that the conversion feature of the Note represented an embedded derivative since the Note was convertible into a variable number of shares upon conversion. Accordingly, the Note was not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was required to be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument was recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Note. Such discount was accreted from the date of issuance to the maturity date of the Note. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in the Note resulted in an initial debt discount of $50,000 and an initial loss on the valuation of derivative liabilities of $1,282 based on the initial fair value of the derivative liability of $51,282.

 

At December 31, 2012, the Company revalued the embedded derivative liability. For the period from issuance to December 31, 2012, the Company decreased the derivative liability of $51,282 by $11,282 resulting in a derivative liability of $40,000 at December 31, 2012. On the dates of repayment of $43,000 in 2013 of principal, the Company reclassed the fair value of related conversion feature, $25,329, to additional paid in capital. On the dates of repayment of $7,000 of principal, the Company reclassed the fair value of the related conversion feature, $6,373, to additional paid in capital.

 

Note 7 – Stockholders’ Equity

 

Stock Options

 

Effective August 1, 2012 the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”) whereby the Company has reserved five million shares of common stock to be available for grants pursuant to the 2012 Plan.

 

Effective August 1, 2012, the Company entered into two Advisory Board Agreements (“ABA”) pursuant to which, the Company granted to each of Dr. James Canton and Mr. Scott Climes a non-qualified stock option to purchase 800,000 shares of common stock of the Company at an exercise price of $0.30 per share. The options were granted under the 2012 Plan and have a three year term. Mr. Climes is now a member of the board of directors of the Company and Dr. Canton was the Chairman of the Board of Directors of the Company at the time (resigned January 15, 2014). All of the options granted are fully vested.

 

A summary of the activity of options for the six months ended June 30, 2014 is as follows:

 

				Options				Weighted- Average exercise price				Weighted- Average grant date fair value
	Balance January 1 and June 30, 2014				1,600,000			$	0.30			$	0.21

 

As of June 30, 2014, the remaining term of the options is 1.17 years, and 3,400,000 options are available for future grants under the 2012 Plan. All options are fully vested as of June 30, 2014 and no future expense related to these options is anticipated.

 

Note 8 – Income Taxes

 

Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at June 30, 2014 and December 31, 2013.

 

As of June 30, 2014, the Company had a tax net operating loss carry forward of approximately $385,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

 

Note 9 – Commitments and Contingencies

 

The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company.

 

Effective June 1, 2013, the Company began leasing office space in Detroit, Michigan. The lease covers approximately 1,722 square feet, is for two years with monthly rent of $1,950 for the first year and $2,010 for the second year. The Company leased the space for corporate offices as well as a call center for marketing the Company’s directory business. In November 2013, the Company was notified that the landlord was delinquent in their obligations to the mortgage holder of the building where the Company is leasing its office space.

 

In January 2014, due to the uncertainty of the Company’s lease in Detroit, Michigan, the Company decided to relocate its administrative offices to West Palm Beach, Florida. Effective April 1, 2014, the Company entered into a rent sharing agreement for the use of 1,300 square feet with a company controlled by the Company’s CFO. The Company has agreed to pay $750 per month for the space.

 

Rent expense for the three and six months ended June 30, 2014 was $2,250.

 

Other Agreements

 

Our business agreements consist primarily of banking ISO agreements and technology licensing agreements. Banking agreements are typically agreements with merchant banks which provide all direct relationships with the credit card issuing banks, PCI compliant gateways for our merchant processing clients and administrative functions. These agreements typically involve a split of the fees received between the banks and the Company based on interchange rate, agent commissions, or a fixed fee per transaction. Licensing agreements are infrastructure in nature and establish the connection to the end user that enables the Company to deliver and collect payment for the transacted media content or service application. Licensing agreements typically involve a split of the fees received between the technology provider, carriers and the Company.

 

On August 1, 2012 the Company entered into a series of agreements with Payventures, LLC (“PV”) and Payventures Tech, LLC (“PVTECH”). PV operates a business of promoting merchant services offered by certain banks, including credit and debit card transaction processing and network services (“Merchant Services”) to merchants. Pursuant to an Assignment Agreement (“PAA”) between PV and the Company PV assigned fifty percent (50%) of PV’s rights to receive residual payments from certain Assigned Customer(s), in exchange for five hundred thousand (500,000) shares of the Company’s restricted common stock. The term of the Assignment Agreement commences on the Effective Date and shall continue for a period of one (1) year after which it shall renew for successive one year terms automatically, unless terminated in accordance with the terms thereof. Either party has the right to terminate this Agreement at the end of the then current Term, upon thirty (30) days prior written notice to the other party. PV may terminate this Agreement at any time on thirty (30) days written notice to the Company provided however, that if such termination is without default or other material cause by the Company, then PV shall continue to pay the referral fees contemplated therein despite such termination, subject to the other provisions thereof that survive termination. In addition, PV may terminate the assignment of the Assigned Customer, and any obligation to pay the share of the Assigned Customer residual to the Company, upon thirty (30) days prior notice to the Company. PV may terminate the assignment of the Assigned Customer and substitute one or more comparable Assigned Customers upon thirty (30) days prior notice to the Company. PV shall not be required to replace an Assigned Customer if such Assigned Customer terminates its merchant account with PV.

 

Effective October 1, 2012, PV and the Company entered into the First Amendment to Assignment Agreement (the “Amendment”). The Amendment replaces the assignment to the Company of 50% of PV’s residuals from the initial Assigned Customer to the assignment of 30% of PV’s residual payments received from a newly Assigned Customer, and such account shall henceforth be the Assigned Customer under the Assignment Agreement. Subsequently, on May 1, 2013 and May 1, 2014, the parties entered into amendments to change the assigned customer.

 

PV and the Company also entered into a Consulting Agreement, whereby PV will provide services to the Company, including; coordination of mobile messaging services, customer contact, customer assistance services and merchant acquisition and processing services. PV will be compensated at their standard hourly rate for such services. The term of the Consulting Agreement commences on the Effective Date and shall continue for a period of one (1) year, after which it shall renew for successive one year terms automatically, unless terminated in accordance with the terms thereof. Either Party hereto has the right to terminate the Consulting Agreement at any time on thirty (30) days written notice.

 

Also on August 1, 2012, PV and the Company executed an Agent Referral Agreement, whereby PV will compensate the Company for any customer referred to PV by the Company that subsequently utilizes PV’s Merchant Services. The term of the Agent Referral Agreement is for two years and automatically renews for each year thereafter (the “Term”) unless 60 days prior written notice is given by either party.

 

PVTECH and the Company entered into a Hosted Platform License & Services Agreement (“HPLSA”) whereby PVTECH will provide the Company access to their hosted ecommerce and processing platform products, as well as related services and support. Pursuant to the terms of the agreement, the Company will pay PVTECH a monthly licensing fee of $2,500 and a transaction fee of $0.07 per transaction, that beginning in April 2013, has a minimum transaction fee of $2,500 per month. Accordingly the Company has recorded, as part of cost of sales, $7,500 and $15,000, respectively, for the hosting fees for the three and six months ended June 30, 2014, and $7,500 and $15,000 for the minimum transaction fees for the three and six months ended June 30, 2014. The term of the HPSLA shall be for one (1) year, with automatic renewals for successive one (1) year terms thereafter (each a "Renewal Term") until either party gives written notice to terminate the HPLSA no less than three (3) calendar months prior to the commencement of a Renewal Term. Either party may terminate the HPLSA: (a) upon a material breach by the other party if such breach is not cured within thirty (30) days following written notice to the breaching party; or (b) where the other party is subject to a filed bankruptcy petition or formal insolvency proceeding that is not dismissed within thirty (30) days.

 

On August 7, 2012, the Company entered into a Client Agreement with 3Cinteractive, LLC. (“3Ci”). 3Ci will make available to the Company their “Switchblade Platform”. The Switchblade Platform enables users to send and receive SMS messages directly to and from US Mobile Operator subscribers. The service includes, web-based, API and file based interfaces to facilitate interactions between the Company and the Company’s clients. The platform provides full service SMS services including but not limited to the ability to create and manage interactive workflows, keyboard campaigns, text –to-screen, immediate or schedules broadcasts, post notification services, dynamic group management, external API access, mobile configuration and reporting. Pursuant to the agreement, the Company incurred a $2,500 set-up fee, and will be charged monthly, beginning one month from the billing activation date. The initial three months were $1,500, $2,000 and $2,500 respectively, and beginning in the fourth month from billing activation, the Company will incur a monthly fee of $3,000 as well $1,100 for our vanity short code (800 Commerce). The Company has received a letter of default from 3Ci regarding past amounts due of $18,500. Included in accounts payable as of June 30, 2014 is $21,500 owed to 3Ci.

Note 10 – Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2014, the Company had an accumulated deficit of approximately $1,576,058 and a working capital deficit of $125,120. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Management’s Plans

 

The Company generates revenue from our marketing of credit processing services by way of fees we receive from merchant payment processing service providers on whose behalf we broker their processing services. On August 1, 2012, the Company began to receive additional revenue pursuant to a processing service provider’s assignment to us of a portion of its fee income under one of its service contracts in exchange for our issuance of 500,000 shares of our common shares. During the six months ended June 30, 2014, the Company also sold 50,000 shares of Agritek common stock it owned and has realized proceeds of approximately $16,554 from the sales.

 

The Company intends to begin marketing of the on-line portals and mobile applications that it has developed, offering directories of professional service providers. The Company has completed its’ initial on-line portal and mobile application dedicated to a directory of medical doctors, however we have not yet begun revenue producing by way of our medical directory. We expect to commence the marketing of our medical directory in the third quarter of 2014, and hope to commence receipt of revenue from the marketing of our medical directory during 2014. The Company has also completed the development of its second on-line portal and mobile application; a directory of lawyers.

 

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

 

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2013 and 2012 filed with the SEC on April 11, 2014.

 

The independent auditor’s report on our financial statements for the years ended December 31, 2013 and 2012 includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 10 to the condensed financial statements filed herein.

 

(a) Liquidity and Capital Resources

 

For the six months ended June 30, 2014, net cash used in operating activities was $77,142 compared to $113,025 for the six months ended June 30, 2013. The Company had a net loss $65,783 for the six months ended June 30, 2014 compared to a net loss of $299,081 for the six months ended June 30, 2013. The net loss for the six months ended June 30, 2014 was impacted by the gain on sale of marketable securities and the changes in operating assets and liabilities. Negative cash flows in 2013 was impacted by stock and option compensation expense of $147,250. The stock-based compensation expense is comprised of the vesting of options to purchase 600,000 shares of common stock, valued at $126,000 and the amortization of $21,250 prepaid stock compensation for consulting services. Also included in cost of sales for the six months ended June 30, 2013, was the non-cash amortization of deferred equity consideration for customer acquisition costs of $62,500 as a result of the issuance of 500,000 shares of the Company’s common stock pursuant to the initial one-year term of the Assignment Agreement. Additional non-cash expenses for the six months ended June 30, 2013 were the amortization of the initial discounts of $22,465 on the convertible note. These non-cash add-backs were partially offset by the change in the fair value of derivative liabilities of $10,529.

 

During the six months ended June 30, 2014, net cash provided by investing activities was $15,854 received from the sale of marketable securities less payment of security deposits of $700. Net cash provided by investing activities for the six months ended June 30, 2013 was $73,702, as a result of $77,081 received from the sale of marketable securities less the purchase of office furniture of $1,929 and payments related to patent costs of $1,450.

 

During the six months ended June 30, 2014, net cash provided by financing activities was $63,148, compared $19,819 for the six months ended June 30, 2013. The 2014 amount was comprised of a repayment of $7,000 on the convertible note and increases of $70,148 in amounts due shareholders for services provided to the Company and expenses paid for the Company. The 2013 financing activity was comprised of repayments of $7,500 on a convertible note and an increase of $27,319 in amounts due shareholders for services provided to the Company and expenses paid for the Company.

 

For the six months ended June 30, 2014, cash and cash equivalents increased by $1,860 compared to a decrease of $19,504 for the six months ended June 30, 2013. Ending cash and cash equivalents at June 30, 2014 was $5,772 compared to $21,114 at June 30, 2013.

 

The Company has limited cash and cash equivalents on hand. The Company maintains its’ daily operations and capital needs through revenue from our marketing of credit processing services by way of fees we receive from merchant payment processing service providers on whose behalf we broker their processing services, as well as from the sale of marketable securities the Company owns. During the six months ended June 30, 2014, the Company sold 50,000 shares of Agritek common stock it owned and realized proceeds of approximately $16,554 from the sales.

The Company intends to engage in the development and operation of on-line portals and mobile applications offering directories of professional service providers. The Company has completed its’ initial on-line portal and mobile application dedicated to a directory of medical doctors, however we have not yet begun revenue producing by way of our medical directory. We commenced the initial marketing of our medical directory in September 2013, and hope to commence receipt of revenue from the marketing of our medical directory in the third or fourth quarter of 2014. The Company is preparing to launch its second on-line portal and mobile application; a directory of lawyers.

 

We will need to raise funds to continue to be able to support our operating expenses and to meet our other obligations as they become due. Sources available to us that we may utilize include the sale of unsecured convertible debentures from unaffiliated investors which may cause dilution to our stockholders. The company expects to increase sales of additional products over the course of this fiscal year.

 

(b) Results of Operations

 

Six months ended June 30, 2014 vs. June 30, 2013

 

Revenues

 

The Company had revenues for the three and six months ended June 30, 2014 of $100,022 and $190,470, respectively, compared to $93,419 and $187,231 for the three and six months ended June 30, 2013, respectively.

 

Predominately, all of the revenue is a result of the Assignment Agreement. Other revenues are from an Agent Referral Agreement from marketing of credit card processing services on behalf of merchant payment processing service providers. We have entered into agent referral agreements with merchant payment processing service providers, including Payventures, LLC, and FrontStream Payments, Inc. (“FrontStream”) pursuant to which we receive a commission, based on a percentage of the net revenue received by the payment processor from customers we introduced to them. The Company’s agreement with FrontStream (formerly Direct Technologies, LLC) was entered into on July 31, 2009 with a three (3) year term and automatically renews for successive one year terms, unless terminated by either party pursuant to the terms of the agreement. The Company receives an amount equal to 70% of the residual for the previous month's activity, on or about the 25^th day of the next month.

 

A summary of the revenues were comprised of:

		Three months ended June 30,								Six months ended June 30,
		2014				2013				2014				2013
Assignment Agreement		$	99,443			$	89,932			$	188,832			$	179,808
Other Agent Agreements			579				3,487				1,638				7,423
Total		$	100,022			$	93,419			$	190,470			$	187,231

 

Costs of Revenues

 

For the three and six months ended June 30, 2014, cost of revenues was $99,580 and $189,187, respectively compared to $118,214 and $231,467 for the three and six months ended June 30, 2013. The expenses for the 2014 and 2013 periods were comprised of costs associated with a Consulting Agreement and Hosted License Fee whereby services provided to the Company, including: coordination of mobile messaging services, customer contact, customer assistance services and merchant acquisition and processing services. Pursuant to the Consulting Agreement, the consultant is compensated at standard hourly rates for such services.

 

The costs of revenues were comprised of the following:

		Three months ended June 30,								Six months ended June 30,
		2014				2013				2014				2013
Merchant acquiring and processing services		$	34,437			$	31,588			$	64,956			$	62,154
Mobile messaging services			26,718				26,482				50,706				52,844
Customer contact and assistant services			20,425				13,894				37,525				31,469
Hosted license fees			7,500				7,500				15,000				15,000
Minimum transactions fees			7,500				7,500				15,000				7,500
Customer acquisition costs			—				31,250				—				62,500
Short code expense			3,000				—				6,000				—
Total		$	99,580			$	118,214			$	189,187			$	231,467

 

Operating Expenses

 

Operating expenses were $43,780 and $74,120 for the three and six months ended June 30, 2014 compared to $158,715 and $279,026 for the three and six months ended June 30, 2013 and were comprised of the following:

 

		Three months ended June 30,								Six months ended June 30,
		2014				2013				2014				2013
Salaries and management fees		$	28,800			$	121,413			$	51,300			$	211,716
Rent			2,250				5,229				2,250				10,666
Travel and entertainment			131				5,365				131				7,771
Transfer agent and filing fees			3,434				3,057				6,404				4,889
Professional and consulting fees			5,350				12,900				8,500				18,862
Software development and internet expenses			511				2,922				1,384				4,633
Other general and administrative			3,304				7,829				4,151				20,489
Total		$	43,780			$	158,715			$	74,120			$	279,026

 

Total operating expenses decreased by $204,906 for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The decrease was primarily due to stock compensation expense, included in management fees, of $147,250 for the six months ended June 30, 2013. The stock based compensation in the 2013 period is comprised of the vesting of options to purchase 600,000 shares of common stock, valued at $126,000 and the amortization of $21,250 prepaid stock compensation for consulting services. Salaries and management fees (excluding stock based compensation) increased as a result of the increase of the amount accrued for the salaries of our CEO from $21,497 for the three and six months ended June 30, 2013 to $13,500 and $27,000 for the three and six months ended June 30, 2014.

 

Professional and consulting fees for the three and six months ended June 30, 2014 was $5,350 and $8,500, respectively, compared to $12,900 and $18,862 for the three and six months ended June 30, 2013, respectively. The decrease for the six months ended June 30, 2014 is primarily due to a decrease in legal fees of $5,600 incurred for filing the Company’s registration statement and consulting fees of $5,000 pursuant to a consultant agreement in effect through March 2013. Transfer agent and filing fees was $3,434 and $6,404 for the three and six months ended June 30, 2014, respectively, compared to $3,057 and $4,889 for the three and six months ended June 30, 2013, respectively. Software development and internet expense of $511 and $1,384 were also incurred for the three and six months ended June 30, 2014, respectively, compared to $2,922 and $4,633 for the three and six months ended June 30, 2013, respectively.

 

General and other administrative costs for the three and six months ended June 30, 2014, were $3,304 and $4,151, respectively, compared to $7,829 and $20,489 for the three and six months ended June 30, 2013, respectively. Expenses for the six months ended June 30, 2014, include investor relation costs of $1,320, utility costs of $1,188 and $1,643 of other general and administrative costs. We expect an increase in overall expenses during 2014 due to the additional expenses incurred as a result of becoming a publicly traded company in the United States.

 

Other Income (Expense)

 

Other income for the three and six months ended June 30, 2014 was $7,054 compared to other income of $23,156 and $24,181 for the three and six months ended June 30, 2013. The Company recorded a gain on sale of marketable securities of $7,054 for the current period.

Other income for the three months ended March 31, 2013 included interest expense of $11,136 (three months) and $24,465 (six months), comprised of $10,136 (three months) and $22,465 (six months) related to the amortization of the initial discount on convertible promissory notes and $1,000 (three months) and $2,000 (six months) for the interest expense on the face value of the notes. Also included in the other expenses for the six months ended June 30, 2013 was $10,529 for the fair value change on the derivative liability associated with convertible promissory notes. The Company also recorded gains on sale of marketable securities of $34,943 (three months) and $38,117 (six months) for the 2013 period.

 

Off Balance Sheet Arrangements

 

None

 

Critical Accounting Policies

 

See Note 2 to the condensed financial statements included herein.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were not effective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company.

 

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2014, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

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

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits and Reports on Form 8-K

 

(a)

Exhibit index

 

31.1 Certification of Chief Executive Officer, and Director Pursuant to Section 302 of the Sarbanes-Oxley Act.

 

31.2 Certification of Chief Financial Officer, and Director Pursuant to Section 906 of the Sarbanes-Oxley Act.

 

32.1 Certification of Chief Executive Officer, and Director Pursuant to Section 302 of the Sarbanes-Oxley Act.

 

32.2 Certification of Chief Financial Officer, and Director Pursuant to Section 906 of the Sarbanes-Oxley Act.

 

 

 

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.

 

Date: August 1, 2014	/s/ B. Michael Friedman
800 COMMERCE, INC.	B. Michael Friedman
	President and Director
	(Principal Executive Officer)