Attached files
| file | filename |
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| EX-31 - EXHIBIT 31.1 - MOBILE AREA NETWORKS INC | ex31-1.htm |
| EX-31 - EXHIBIT 31.2 - MOBILE AREA NETWORKS INC | ex31-2.htm |
| EX-32 - EXHIBIT 32 - MOBILE AREA NETWORKS INC | ex32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended: September 30, 2013 | |
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Or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from: _____________ to _____________ | |
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Mobile Area Networks, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
333-18439 |
59-3482752] |
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(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
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of Incorporation) |
File Number) |
Identification No.) |
2772 Depot Street, Sanford, Florida 32773
(Address of Principal Executive Office) (Zip Code)
407-333-2350
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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X |
Yes |
No | |||||
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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). | ||||||||
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X |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company. | ||||||||
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Large accelerated filer |
Accelerated filer |
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Non-accelerated filer |
Smaller reporting company |
X |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). |
Yes |
X |
No | |||||
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As of September 30, 2013, 49,060,788 shares of voting common stock were outstanding | ||||||||
Mobile Area Networks, Inc.
Index
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PART I – FINANCIAL INFORMATION |
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Item 1. Financial Statements. |
3 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
7 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk . | 9 |
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Item 4. Controls and Procedures |
9 |
| PART II-OTHER INFORMATION | |
| Item 1. Legal Proceedings. | 10 |
| Item 1A Risk Factors. | 10 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
10 |
| Item 3. Defaults Upon Senior Securities. | 10 |
| Item 4. Submission of Matters to a Vote of Securities Holders. | 10 |
| Item 5. Other Information. | 10 |
| Item 6. Exhibits | 10 |
| SIGNATURE | 11 |
Item 1. Financial Statements
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Balance Sheets
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December 31, |
September 30 | ||||||
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2012 |
2013 | ||||||
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(Unaudited) |
(Unaudited) | ||||||
| Assets | |||||||
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Current assets: |
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Cash and Cash Equivalents |
$ |
— |
$ |
— | |||
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Accounts Receivable-Net of Allowance for Doubtful Accounts |
— |
— | |||||
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Inventory |
— |
— | |||||
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Total current assets |
— |
— | |||||
| Property and Equipment-Net of Accumulated Depreciation | — | — | |||||
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Other Assets: |
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Security Deposits and Other Assets |
— |
— | |||||
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Total Assets |
$ |
— |
$ |
— | |||
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Liabilities and Stockholders' Deficit | |||||||
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Current liabilities: |
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Bank Overdraft |
$ |
28,791 |
$ |
28,881 | |||
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Notes and Capital Leases Payable-Due Within One Year |
101,101 |
104,027 | |||||
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Accounts Payable |
97,689 |
98,538 | |||||
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Accrued Expenses |
16,580 |
16,580 | |||||
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Total current liabilities |
244,161 |
248,,026 | |||||
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Other Liabilities: |
|||||||
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Notes and Capital Leases Payable-Due After One Year |
— |
— | |||||
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Accrued Salaries-Related Party |
1,548,048 |
1,638,048 | |||||
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Advances from Stockholders |
360,898 |
361,868 | |||||
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Total Liabilities |
2,153,107 |
2,247,942 | |||||
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Stockholders’ Deficit |
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Common stock, no par value, authorized 50,000,000 shares, issued and outstanding 49,060,788 shares |
4,656,636 |
4,656,636 | |||||
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Paid-In Capital |
56,840 |
56,840 | |||||
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Accumulated Deficit |
(6,866,583) |
(6,961,418) | |||||
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Total Stockholders’ Deficit |
(2,153,107) |
(2,247,942) | |||||
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Total Liabilities and Stockholders’ Deficit |
$ |
— |
$ |
— | |||
See accompanying notes to financial statements.
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Statements of Operations
Three and Nine months ended September 30, 2013 and 2012
(Unaudited)
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Three months Ended September 30, 2013 |
Three months Ended September 30, 2012 |
Nine months Ended September 30, 2013 |
Nine months Ended September 30, 2012 |
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Sales-Net of Returns and Allowances |
$ | — | $ | — | $ | — | $ | 40,258 | ||||||||
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Cost of Goods Sold |
— | — | — | 128,271 | ||||||||||||
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Gross Profit |
— | — | — | (88,013 | ) | |||||||||||
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Operating expenses |
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Depreciation |
— | — | — | 3,094 | ||||||||||||
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Bad Debt Expense |
— | — | — | 22,649 | ||||||||||||
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Interest and Finance Charges |
1,202 | 598 | 2,925 | 6,965 | ||||||||||||
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Outside Services |
— | — | — | 8,170 | ||||||||||||
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Administrative Payroll and Taxes |
30,000 | 30,000 | 90,000 | 90,599 | ||||||||||||
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Professional Services |
— | — | 850 | — | ||||||||||||
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Other Operating Expenses |
970 | 4,713 | 1,060 | 67,858 | ||||||||||||
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Total Operating Expenses |
32,172 | 35,311 | 94,835 | 199,335 | ||||||||||||
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Net Loss Before Other Income and Provision for Taxes |
(32,172 | ) | (35,311 | ) | (94,835 | ) | (287,348 | ) | ||||||||
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Other Income |
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Debt Forgiven in Exchange for Royalties |
— | 7,269 | — | 585,898 | ||||||||||||
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Gain on Disposal of Fixed Assets |
— | — | — | 3,299 | ||||||||||||
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Net Income (Loss) Before Provision for Taxes |
(32,172 | ) | (28,042 | ) | (94,835 | ) | 301,849 | |||||||||
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Provision for Taxes |
— | — | — | — | ||||||||||||
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Net Income (Loss) for the Period |
$ | (32,172 | ) | $ | (28,042 |
) |
$ | (94,835 | ) | $ | 301,849 | |||||
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Weighted Average Number of Common Shares |
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Outstanding-Basic and Diluted |
49,060,788 | 49,060,788 | 49,060,788 | 49,060,788 | ||||||||||||
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Net Income (Loss) per share-Basic and Diluted |
$ | (0.00 |
) |
$ | (0.00 |
) |
$ | (0.00 | ) | $ | 0.01 | |||||
The accompanying notes are an integral part of these financial statements.
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Statements of Cash Flows
Nine months ended September 30, 2013 and 2012
(Unaudited)
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Nine Months |
Nine Months |
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Ended |
Ended |
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September 30, |
September 30, |
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2013 |
2012 |
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Cash flows from operating activities |
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Net income (loss) for the Period |
$ | (94,835 | ) | $ | 301,849 | |||
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Adjustments to Reconcile Net Loss to Net Cash Flows from Operating Activities: |
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Depreciation |
— | 3,094 | ||||||
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Bad Debt Expense |
— | — | ||||||
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Changes in Assets and Liabilities: |
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Accounts Receivable |
— | 46,420 | ||||||
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Inventory |
— | 63,480 | ||||||
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Other Assets |
850 | 13,280 | ||||||
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Accounts Payable |
— | — | ||||||
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Accrued Expenses |
— | (403,217 | ) | |||||
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Accrued Salaries-Related Party |
90,000 | 90,000 | ||||||
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Net Cash Flows from Operating Activities |
(3,985 | ) | 114,906 | |||||
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Cash Flows from Investing Activities |
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Acquisition of Property and Equipment |
— | — | ||||||
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Cash Flows from Financing Activities |
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Advances (Repayments) from Stockholders |
970 | (103,156 | ) | |||||
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Proceeds from Issuance of Common Stock |
— | — | ||||||
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Increases (Repayment) of Notes and Capital Leases Payable |
2,925 | (8,409 | ) | |||||
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Net Cash Flows from Financing Activities |
3,895 | (111,565 | ) | |||||
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Net Change in Cash and Cash Equivalents |
(90 | ) | 3,341 | |||||
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Cash and Cash Equivalents (Bank Overdraft)-Beginning of Period |
(28,791 | ) | (31,574 | ) | ||||
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Cash and Cash Equivalents (Bank Overdraft)-End of Period |
$ | (28,881 | ) | $ | (28,233 | ) | ||
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Supplemental disclosure of cash flow information |
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Cash paid for: |
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Taxes |
$ | — | $ | — | ||||
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Interest |
$ | — | $ | — | ||||
See accompanying notes to financial statements.
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Notes to Financial Statements
Note A - Basis of Presentation
The condensed financial statements of Mobile Area Networks, Inc. (the ”Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K.
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation.
Note B - Going Concern
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported a net loss of $(94,835) and net income of $301,849 for the nine months ended September 30, 2013 and 2012, respectively. There is an accumulated deficit of $6,961,418 at September 30, 2013. The primary causes of the operating losses for 2013 and earlier years are attributable to decreases in orders from several key customers, competition and soft economic conditions.
The Company’s continued existence is dependent upon its ability to raise capital and/or achieving profitable operations. The Company is in the process of re-evaluating its strategic direction and is actively exploring merger opportunities. In May, 2012 the Company disposed of its manufacturing equipment. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Note C- Financial Review
These financial statements have not been reviewed by the Company’s independent accounting firm.
Item 2.
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Working Capital amounted to $(248,026) at September 30, 2013 compared to $(244,161) at December 31, 2012. Cash amounted to a Bank Overdraft of $28,881 at September 30, 2013 as compared to a Bank Overdraft of $28,791 at December 31, 2012. As more fully described under the Company’s statements of cash flows in the accompanying financial statements, net cash from or (used in) operating activities for the nine months ended September 30, 2013 and 2012 was $(3,985) and $114,906, respectfully. For the nine months ended September 30, 2013 and 2012, cash was provided primarily by the sale of equipment and Advances from Stockholders. During the nine months ended September 30, 2013 and 2012, cash was used to fund operations.
As indicated herein, the Company’s short term liquidity needs have been historically satisfied primarily from the continuing sale of the Company stock and advances from stockholders.
Results of Operations
For the three months ended September 30, 2013 and September 30, 2012, sales were $-0-, respectively. For the nine months ended September 30, 2013, sales were $-0- and for the nine months ended September 30, 2012, sales were $40,258. The decreases for both the three month and nine month periods relate to the decision to wind down internal manufacturing capability in May, 2012.
For the three months ended September 30, 2013 and September 30, 2012, Cost of Goods Sold were $-0-, respectively. For the nine months ended September 30, 2013, Cost of Goods Sold were $-0- and for the nine months ended September 30, 2012, Cost of Goods Sold were $128,271. The decreases for the three and six month periods relate to the winding down of internal manufacturing capability.
Total Operating Expenses decreased to $32,172 for the three months ended September 30, 2013 from $35,311 for the three months ended September 30, 2012. For the nine months ending September 30, 2013, operating expenses decreased to $94,835 from $199,335 for the nine months ending June 30, 2012.
Depreciation expense was $-0- for the three months ended September 30, 2013 and September 30, 2012, respectively. For the nine months ended September 30, 2013 Depreciation expense was $-0- and for the nine months ended September 30, 2012, Depreciation expense was $3,094.
Bad Debt Expense was $-0- for the three months ending September 30, 2013 and September 30, 2012, respectively. For the nine months ending September 30, 2013, Bad Debt Expense was $-0- and for the nine months ending September 30, 2012, Bad Debt Expense was $22,649.
Interest and Finance Charges increased to $1,202 for the three months ended September 30, 2013 from $598 for the three months ended September 30, 2012. Interest and Finance Charges decreased to $2,925 for the nine months ended September 30, 2013 from $6,965 for the nine months ended September 30, 2012.
Outside Services expense was $-0- for the three months ended September 30, 2013 and September 30, 2012, respectively. For the nine months ended September 30, 2013, Outside Services expense was $-0- compared to $8,170 for the nine months ended September 30, 2012.
Administrative Payroll and Payroll Tax expense remained unchanged at $30,000 for the three months ending September 30, 2013 and September 30, 2012, respectively. Administrative Payroll and Payroll Tax expense decreased to $90,000 for the nine months ending September 30, 2013 from $90,599 for the nine months ending September 30, 2012. The reduced expense for the nine months is not material.
Professional Services expense was $-0- for the three months ended September 30, 2013 and 2012, respectively. For the nine months ended September 30, 2013, Professional Services expense was $850, an increase from $-0- for the nine months ended September 30, 2012. The expense was for legal services.
Other Operating Expenses were $970 for the three months ended September 30, 2013 and $4,713 for the three months ended September 30, 2012. Other Operating Expenses were $1,060 for the nine months ended September 30, 2013 and $67,858 for the nine months ended September 30, 2012. The decreases for the three and nine month periods reflect decreased spending following the winding down of internal manufacturing capability.
Other Income for the three months ending September 30, 2013 was $-0-. Other Income for the three months ending September 30, 2012 includes $7,269 for the balance of the note forgiveness and accrued rent payable to the building lessor in exchange for waiving future royalty income on a jointly developed new product. Other Income for the nine months ending September 30, 2013 was $-0-. For the nine months ending September 30, 2012, Other Income was $585,898 for the forgiveness of debt and $3,299 for a gain on the sale of plant equipment.
The Net Income (Loss) for the Period was $(32,172) for the three months ended September 30, 2013 an increase in the loss from the $(28,042) reported for the three months ended September 30, 2012. The Net Income (Loss) for the Period was $(94,835) for the nine months ended September 30, 2013, a decrease from the $301,849 Net Income reported for the nine months ended September 30, 2012. The Net Income (Loss) Per Share was $(.00) for the three months ending September 30, 2013 and September 30, 2012, respectively. The Net Income (Loss) Per Share was $(.00) for the nine months ending September 30, 2013 and $.01 for the nine months ending September 30, 2012.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required by smaller reporting companies.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding financial disclosure.
As required by SEC Rule 15d-15(e), we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer/Chief Financial Officer have concluded that our disclosure controls and procedures are not effective.
There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
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Item 1. |
Legal Proceedings. |
None
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Item 1A. |
Risk Factors. |
Not required by smaller reporting companies.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
None
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Item 3. |
Defaults Upon Senior Securities. |
None
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Item 4. |
Submission of Matters to a Vote of Security Holders. |
None
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Item 5. |
Other Information. |
Forward-Looking Statements
The Quarterly Report on Form 10-Q contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company. Such statements are only predictions and the actual events or results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below as well as those discussed in other filings made by the Company with the Securities and Exchange Commission, including the Company’s Annual Report included in its annual filing on Form 10-K.
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Item 6. |
Exhibits. |
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31.1 |
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: May 5, 2014 |
Mobile Area Networks, Inc. | |
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By: |
/s/ George Wimbish | |
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George Wimbish | ||
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Director, Chairman and President | ||
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