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EX-32.2 - CERTIFICATION - COMPETITIVE COMPANIES INCcci_10q-ex3202.htm
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EX-31.1 - CERTIFICATION - COMPETITIVE COMPANIES INCcci_10q-ex3101.htm
EX-32.1 - CERTIFICATION - COMPETITIVE COMPANIES INCcci_10q-ex3201.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarter ended: September 30, 2015

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from ___________ to____________

 

Commission File Number: 333-76630

 

Competitive Companies, Inc.

(Exact Name of registrant as specified in its charter)

 

Nevada 65-1146821
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation)  

 

19206 Huebner Rd., Suite 202

San Antonio, TX 78258

(Address of principal executive offices and Zip Code)

 

(210) 233-8980

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes ý 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 ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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 ý
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

 

As of November 12, 2015, there were 334,650,120 shares outstanding of the registrant’s common stock.

 

 

 
 

 

COMPETITIVE COMPANIES, INC.

 

FORM 10-Q

 

September 30, 2015

 

Table of Contents

 

 

PART I - FINANCIAL INFORMATION 3
     
ITEM 1. FINANCIAL STATEMENTS 3
     
  Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014 3
     
  Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited) 4
     
  Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited) 5
     
  Notes to Consolidated Financial Statements 6
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14
     
ITEM 4. CONTROLS AND PROCEDURES 14
     
PART II - OTHER INFORMATION 15
     
ITEM 1. LEGAL PROCEEDINGS 15
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15
     
ITEM 4. MINE SAFETY DISCLOSURES 15
     
ITEM 5. OTHER INFORMATION 15
     
ITEM 6. EXHIBITS 15
     
  SIGNATURES 16

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Information.

 

COMPETITIVE COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

 

   September 30,   December 31, 
   2015   2014 
  (Unaudited)   (Audited) 
Assets          
           
Current assets:          
Cash  $272,931   $318,397 
Accounts receivable, net   7,373    7,162 
Prepaid expense   1,172    76,041 
Total current assets   281,476    401,600 
           
Property and equipment, net   834,884    990,464 
           
Other assets:          
Construction in process   421,366    476,099 
Software, net       3,504 
Deposits and other assets   43,610    43,183 
    464,976    522,786 
           
Total assets  $1,581,336   $1,914,850 
           
Liabilities and Stockholders' (Deficit)           
           
Current liabilities:          
Accounts payable  $184,345   $263,181 
Accrued expenses   76,861    161,739 
Deferred revenues, net of commissions   5,980,000    4,685,000 
Notes payable       47,006 
Convertible debentures   77,045    676,160 
Nonconvertible debentures   29,785    109,210 
Total current liabilities   6,348,036    5,942,296 
           
Long-term liabilities:          
Convertible debentures   5,000     
           
Total liabilities   6,353,036    5,942,296 
           
Stockholders' (deficit):          
Controlling interest:          
Preferred stock, $0.001 par value 100,000,000 shares authorized:          
Class A convertible, no shares issued and outstanding with no liquidation value        
Class B convertible, 1,495,436 shares issued and outstanding with no liquidation value   1,495    1,495 
Class C convertible, 1,000,000 shares issued and outstanding with no liquidation value   1,000    1,000 
Class D convertible, 100,000 shares issued and outstanding with no liquidation value   100    100 
Common stock, $0.001 par value, 500,000,000 shares authorized, 337,167,991 and 335,621,533 shares issued and 334,650,120 and 333,258,662 shares outstanding at September 30, 2015 and December 31, 2014, respectively   337,164    335,618 
Additional paid-in capital   6,100,638    5,925,499 
Accumulated (deficit)   (17,423,463)   (15,391,514)
Treasury Stock, at cost, 2,517,871 and 2,362,871 shares at September 30, 2015 and December 31, 2014, respectively   (73,718)   (70,548)
Noncontrolling interest   6,285,084    5,170,904 
Total stockholders' (deficit)   (4,771,700)   (4,027,446)
           
Total liabilities and stockholders' (deficit)  $1,581,336   $1,914,850 

 

See accompanying notes to consolidated financial statements.

 

3
 

 

COMPETITIVE COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months   For the Nine Months 
   Ended September 30,   Ended September 30, 
   2015   2014   2015   2014 
Revenue  $11,382   $504,832   $62,239   $529,673 
Cost of sales   13,700    158,256    39,916    184,298 
                     
Gross profit (loss)   (2,318)   346,576    22,323    345,375 
                     
Expenses:                    
General and administrative   458,672    812,720    1,283,670    3,334,221 
Research and development   426        6,438     
Salaries and wages   208,841    288,767    607,806    814,413 
Depreciation and amortization   52,645    38,976    159,141    65,755 
Bad debts           1,065     
Total operating expenses   720,584    1,140,463    2,058,120    4,214,389 
                     
Net operating loss   (722,902)   (793,887)   (2,035,797)   (3,869,014)
                     
Other income (expense):                    
Interest expense   (4,324)   (22,929)   (133,946)   (69,303)
Interest income   19    80    29    186 
Other income       20,458        29,826 
Other expense           (150)    
Total other income (expense)   (4,305)   (2,391)   (134,067)   (39,291)
                     
Net loss   (727,207)   (796,278)   (2,169,864)   (3,908,305)
                     
Net loss attributable to the noncontrolling interest   (41,229)   (42,253)   (137,914)   (170,748)
                     
Net loss attributable to Competitive Companies, Inc.  $(685,978)  $(754,025)  $(2,031,950)  $(3,737,557)
                     
Weighted average number of common shares outstanding - basic and fully diluted   334,008,041    333,413,565    333,511,200    334,308,079 
                     
Net loss per share - basic and fully diluted  $   $   $(0.01)  $(0.01)

 

See accompanying notes to consolidated financial statements.

 

4
 

 

COMPETITIVE COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Nine Months 
   Ended September 30, 
   2015   2014 
Cash flows from operating activities           
Net loss  $(2,169,864)  $(3,908,305)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Stock-based compensation   32,125    18,500 
Warrants issued for services       1,068,150 
Depreciation and amortization   159,140    65,755 
Decrease (increase) in assets:          
Accounts receivable   (211)   (5,636)
Prepaid expenses   78,374     
Equipment held for installation       (43,582)
Deposits and other assets   (427)   (33,075)
Increase (decrease) in liabilities:          
Accounts payable   (78,836)   13,082 
Accrued expenses   20,799    38,393 
Deferred revenues   1,295,000    2,820,520 
Net cash provided by (used in) operating activities   (663,900)   33,802 
           
Cash flows from investing activities           
Purchases of property and equipment   (3,561)   (305,317)
Purchase of construction in process equipment   (135)    
Return of construction in process equipment   54,868     
Net cash provided by (used in) investing activities   51,172    (305,317)
           
Cash flows from financing activities           
Principal payments on notes payable       (20,000)
Principal payments on nonconvertible debentures   (111,206)    
Proceeds from issuance of Wytec common stock   5,000     
Proceeds from issuance of Wytec preferred stock   676,638     
Purchase of treasury stock   (3,170)   (49,895)
Net cash provided by (used in) financing activities   567,262    (69,895)
           
Net increase in cash   (45,466)   (341,410)
Cash - beginning   318,397    901,785 
Cash - ending  $272,931   $560,375 
           
Supplemental disclosures:          
Interest paid  $30,585   $ 
Income taxes paid  $   $ 
           
Non-cash investing and financing activities:          
CCI common stock issued for conversion of CCI convertible debentures  $76,550   $ 
Wytec International, Inc. preferred stock issued for conversion of CCI convertible debentures  $68,824   $ 
Wytec International, Inc. preferred stock issued for conversion of Wytec convertible debentures  $271,253   $ 
Wytec International, Inc. preferred stock issued for exchange of Wytec non-convertible debentures  $230,380   $ 
Reclassification of software to prepaid expense  $3,505   $ 
Refinanced convertible debentures to nonconvertible debentures  $262,161   $ 
Notes payable converted to additional paid-in capital  $68,010   $ 
Issuance of Wytec International, Inc. preferred stock to satisfy subscription payable  $   $4,230,000 
Issuance of Wytec International, Inc. preferred stock in exchange for registered links and related equipment  $   $450,000 

 

See accompanying notes to consolidated financial statements.

 

5
 

 

Note 1 – Nature of Business and Basis of Presentation

 

The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance 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 statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto included in the Company's Form 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim period are not indicative of annual results.

 

Through the Company’s subsidiary, Wireless Wisconsin, LLC, the Company provides high speed wireless Internet connections to residents in rural communities, as well as some dial-up internet services to businesses and residents within various markets throughout rural Wisconsin. The Company operates in both a regulated and non-regulated environment.

 

In the fourth quarter of 2012, the Company began its program of selling FCC registered links (“Registered Links”) and related telecommunication equipment.

 

The consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred continuous losses from operations, has an accumulated deficit of $17,423,463 and a working capital deficit of $6,066,560 at September 30, 2015, and has reported negative cash flows from operations in most periods over the last six years. In addition, the Company does not currently have the cash resources to meet its operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature of the industry in which the Company operates.

 

The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate sufficient cash from operations to meet its cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance that the Company will be successful in its efforts to raise additional debt or equity capital and/or that cash generated by operations will be adequate to meet the Company’s needs. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time.

 

Note 2 – Property and Equipment

 

Property and equipment consist of the following:

 

   September 30,   December 31, 
   2015   2014 
Telecommunication equipment and computers  $1,052,621   $1,049,060 
Furniture and fixtures   44,746    44,746 
    1,097,367    1,093,806 
Less accumulated depreciation   (262,483)   (103,342)
   $834,884   $990,464 

 

Depreciation expense totaled $159,141 and $65,755 for the nine months ending September 30, 2015 and 2014, respectively.

 

6
 

 

Note 3 – Construction in Process

 

Construction in process consists of equipment and materials that will be used to construct network property and equipment. Equipment, materials, and certain direct and indirect non-equipment costs are capitalized when each construction project is completed. During the nine months ended September 30, 2015, the Company received a $54,868 vendor credit for the return of equipment that was not used in construction.

 

Note 4 – Software

 

Computer software costs include packaged software, customized software, and major modifications and enhancements to the customized computer system and are being amortized using the straight-line method over 3 to 5 year lives. During the nine months ended September 30, 2015, the Company began using the software on an annual subscription basis.

 

   September 30,   December 31, 
   2015   2014 
Software  $        –   $3,533)
Less accumulated amortization       (29)
   $   $3,504)

 

Amortization expense was $-0- and $-0- for the nine months ending September 30, 2015 and 2014, respectively.

 

Note 5 – Notes Payable

 

The Company has unsecured notes payable to individuals, with original maturity dates ranging from June 5, 2009 to February 23, 2011, totaling $47,006 at December 31, 2014. The notes bear interest at 8%. As of September 30, 2015 all of these notes were converted to equity.

 

Interest continued to accrue on these notes as long as they remained outstanding. The Company recorded interest expense on notes payable in the amount of $1,880 and $3,762 for the nine months ended September 30, 2015 and 2014, respectively.

 

Note 6 – Convertible Debentures

 

The Company has issued unsecured convertible promissory notes at various times from 2008 through 2015. The notes bear interest at rates at 8.0% to 12.5% per annum. The notes mature at various times through June 2017. During the nine months ending September 30, 2015, the Company refinanced $262,161 in convertible debentures to nonconvertible debentures. During the nine months ending September 30, 2015, the Company converted $50,000 of CCI’s convertible promissory notes plus $26,550 of accrued interest to 1,546,458 shares of CCI common stock and, the Company converted $45,000 of CCI’s convertible promissory notes plus $23,824 of accrued interest to 22,941 shares of Wytec series B preferred stock. Also during the nine months ending September 30, 2015, the Company converted $236,954 of Wytec’s convertible promissory notes plus $34,299 of accrued interest to 81,077 shares of Wytec Series B Preferred Stock. At September 30, 2015, convertible debentures totaling $82,045 were outstanding with $8,500 of these convertible notes in default.

The principal balance of each note is convertible into shares of the Company’s common stock. The conversion terms of each note varies, but in general, the notes are convertible at a rate equal to a specified percentage (most range from 80% to 90%) of the Company’s average common stock closing price for a short period of time prior to conversion.

 

7
 

 

Note 7 – Warrants

 

The Company currently has a total of 100,452,381 common stock purchase warrants outstanding to purchase a total of 100,452,381 shares of its common stock exercisable until various dates ranging from December 31, 2015 to April 17, 2024, 4,000,000 of which are exercisable at an exercise price of $0.05 per share, 8,000,000 of which are exercisable at an exercise price of $0.01 per share, and 88,452,381 of which are exercisable at an exercise price of $0.025 per share only if the Company achieves certain milestones. As of September 30, 2015 these milestones have not been met.

 

During the nine months ended September 30, 2015, the Company paid $32,500 to repurchase 1,547,619 of the 90,000,000 CCI common stock purchase warrants issued to the Company’s chief executive officer.

 

Wytec currently has a total of 2,894,608 common stock purchase warrants outstanding to purchase a total of 2,894,608 shares of Wytec common stock exercisable until various dates ranging from October 18, 2015 to December 31, 2017, 170,000 of which are exercisable at an exercise price of $1.75 per share, 943,839 of which are exercisable at an exercise price of $1.50 per share, 1,000,000 of which are exercisable at an exercise price of $1.25 per share, and 780,769 of which are exercisable at an exercise price of $1.00 per share.

 

During the nine months ended September 30, 2015, Wytec issued 30,769 common stock purchase warrants pursuant to its exchange offer to Registered Link holders. During the nine months ended September 30, 2015, Wytec issued 294,567 common stock purchase warrants for the settlement of convertible debentures. Also, during the nine months ended September 30, 2015, Wytec issued 318,892 common stock purchase warrants for the sale of Wytec Series B Preferred Stock.

 

The following is a summary of activity of CCI and Wytec outstanding common stock warrants:

 

   Number   Number 
   of CCI Warrants   of Wytec Warrants 
Balance, December 31, 2014   102,000,000    3,261,525 
           
Warrants granted        744,228 
Warrants exercised          
Warrants repurchased   (1,547,619)     
Warrants expired        (1,111,145)
Balance, September 30, 2015   100,452,381    2,894,608 
           
Exercisable, September 30, 2015   12,000,000    2,894,608 

 

Note 8 – Nonconvertible Debenture

 

During the nine months ending September 30, 2015, the Company refinanced convertible promissory notes totaling $262,161 and bearing interest at 12.5% per annum into non-convertible notes, maturing at various times through December 15, 2015. Also during the nine months ending September 30, 2015, the Company exchanged $230,380 of the non-convertible promissory notes for 76,793 shares of Wytec Series B Preferred Stock. At September 30, 2015, nonconvertible debentures totaling $29,785 were outstanding.

 

Note 9 – Changes in Stockholders’ Equity (Deficit)

 

In October 2012, the Company granted employees options to purchase 3,000,000 shares of common stock exercisable at $0.01 per share with a three year vesting schedule and expiration dates four years from the grant date. For the nine month periods ended September 30, 2015 and 2014, the stock-based compensation related to these option grants was $1,500 and $1,500, respectively.

 

8
 

 

In April 2014, the Company granted 10,000,000 stock options to purchase 10,000,000 shares of its common stock to the Company’s chief executive officer, exercisable at $0.025 per share with a three year vesting schedule and an expiration date of April 17, 2019. For the nine month periods ended September 30, 2015, and 2014 the stock-based compensation related to these option grants was $25,500 and $17,000, respectively.

 

In September 2014, the Company granted 750,000 options to one employee to purchase 750,000 shares of common, exercisable at $0.02 per share with a three year vesting schedule and an expiration date of September 1, 2018. For the nine month periods ended September 30, 2015 and 2014, the stock-based compensation related to this option grant was $1,875 and $-0- respectively.

 

In September 2014, the Company granted 750,000 options to one employee to purchase 750,000 shares of common, exercisable at $0.02 per share with a three year vesting schedule and an expiration date of September 1, 2018. In July, 2015 the employee was terminated from the Company and forfeited the options prior to the first vesting milestone. For the nine month periods ended September 30, 2015 and 2014, the stock-based compensation related to this option grant was $1,250 and $-0-, respectively.

 

In May 2015, the Company granted 750,000 options to one employee to purchase 750,000 shares of common stock, exercisable at $0.02 per share with a three year vesting schedule and an expiration date of May 14, 2019. For the nine month period ended September 30, 2015, the stock-based compensation related to this option grant was $2,000.

 

During the nine months ending September 30, 2015, the Company issued 1,546,458 shares of CCI common stock for the conversion of $76,550 in convertible debentures and related accrued interest.

 

During the nine months ending September 30, 2015, the Company issued 205,546 shares of Wytec Series B Preferred stock for $676,638 in cash. During the nine months ending September 30, 2015, the Company issued 113,358 shares of Wytec Series B Preferred Stock for the conversion of $340,077 in convertible debentures and related accrued interest. Also during the nine months ending September 30, 2015, the Company issued 76,793 shares of Wytec Series B Preferred Stock in exchange for $230,380 of nonconvertible debentures.

 

Note 10 – Treasury Stock

 

During the nine month period ended September 30, 2015, the Company purchased 155,000 shares of its common stock from officers of the Company at an aggregate cost of $3,170.

 

Note 11 – Subsequent Events

 

In October 2015, The Company redeemed 166,666 additional warrants from our Chief Executive Officer for a cash payment of $3,500.

 

9
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis of our financial condition and plan of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report. Various statements have been made in this Quarterly Report on Form 10-Q that may constitute “forward-looking statements.” Forward-looking statements may also be made in Competitive Companies, Inc.’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents. In addition, from time to time, Competitive Companies, Inc. (“CCI,” “we,” “us,” “our,” or the “Company”) through its management may make oral forward-looking statements. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements.   The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:

 

(a)volatility or decline of the Company's stock price;
(b)potential fluctuation in quarterly results;
(c)failure of the Company to earn revenues or profits;
(d)inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;
(e)failure to further commercialize its technology or to make sales;
(f)loss of customers and reduction in demand for the Company's products and services;
(g)rapid and significant changes in markets;
(h)litigation with or legal claims and allegations by outside parties, reducing revenue and increasing costs;
(i)insufficient revenues to cover operating costs;
(j)failure of our Registered Link program to produce sales, revenues, or profits;
(k)aspects of our business are not proprietary and in general we are subject to inherent competition;
(l)further dilution of existing shareholders’ ownership in us;
(m)uncollectible accounts and the need to incur expenses to collect amounts owed to the Company; and
(n)the Company does not have an Audit Committee nor any independent directors.

 

There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage, or market its products and services, the Company may not be able to attract or retain qualified executives and technology personnel, the Company may not be able to obtain customers for its products or services or successfully compete, the Company’s products and services may become obsolete, government regulation may hinder the Company’s business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants, and stock options and the exercise of outstanding warrants and stock options, or other risks inherent in the Company’s businesses. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

 

10
 

 

Business

 

Competitive Companies, Inc. (the “Company”) was originally incorporated in the state of Nevada in October 2001 and acts as a holding company for its operating subsidiaries, Wytec International, Inc. (“Wytec”), Wylink, Inc., Wireless Wisconsin LLC, Capaciti Networks, Inc., Innovation Capital Management, Inc., and Innovation Capital Management LLC (collectively, the “Subsidiaries”). The Company and its Subsidiaries (also collectively referred to as “CCI”) are involved in providing next generation fixed and mobile wireless broadband Internet services nationally and internationally to wholesale, retail and enterprise customers.

 

Due to recent developments in our intellectual property and the continued development of our municipal and governmental relationships along with the addition of key personnel, we believe we will be able to obtain our market entry in the near future. Included in our 30 market entry schedule are optimization strategies for assisting municipalities in leveraging current assets such as utility poles for maximum utilization related to the provisioning of telecommunication services.

 

We plan to accomplish these objectives by applying the extended development of our current intellectual property along with utilizing proprietary next generation technology to build our platform networks. We believe the benefits of the platform network is its ability to support multiple mobile communications services including but not limited to public safety, first responder, machine to machine and carrier offload services.

 

Overview of Current Operations

 

We continue to shift our focus away from our past revenue sources, such as web hosting, dial-up, wireless, DSL, and wired internet services and move toward the design, development, and implementation of 4G mobile Wi-Fi networks with an accelerated concentration on the development of our “Smart City” concept. We believe recent national and international relationships have enhanced the progression of our “Smart City” development in conjunction with the growing relationships with city and, most recently, state governments.

 

On November 8, 2011, we acquired Wytec, a Nevada corporation that owns an interest in five U.S. patents related to local multipoint distribution service (“LMDS”) or millimeter technology. LMDS deals primarily in the transmission of point-to-point and point-to-multipoint data distribution utilizing millimeter wave spectrum. Though the patents are currently unusable in our current 4G backhaul configuration, we intend to advance a derivative of the technology for usage in future 4G millimeter backhaul deployments. Millimeter links are now utilized as the predominate choice in gigabyte data transmission in support of 4G network deployments.

 

On September 7, 2012, Wytec entered into a definitive agreement with General Patent Corporation (“GPC”) to form Wytec LLC, a Delaware limited liability company, for the purpose of transferring ownership of our five patents originally owned by Wytec International, Inc. into Wytec LLC. GPC acts as the general manager of the LLC and will assist in the monetization of the five patents.

 

Wytec’s current product development involves the design of a “small cell” transmitter called the LPN-16 designed to meet the stringent bandwidth needs of both government “first responder” services as well as “carrier offload” services. Management believes the LPN-16 transmitter is the first of its kind specifically developed to participate in the Small Cells as a Service (“SCaaS”) market which has been forecasted by SNS Research to reach $15 billion globally by 2020. In addition to the SCaaS market, management believes the LPN-16 transmitter will support the needs of the massive growth of the machine to machine (“M2M”) market forecasted by SNS Research to account for nearly $196 billion in global revenues by the end of 2020.

 

Wytec’s LPN-16 transmitter is proprietary intellectual property of Wytec for which management has applied for U.S. patent protection rights in the second quarter of 2014 and is a significant part of Wytec’s Intelligent Community Wi-Fi Network (“IWiN”). We intend to file international patent applications for the technology in the near future. Design and engineering of the LPN-16 has been completed with development of the first units to be tested at the 2,000 acre test facilities of Southwest Research in San Antonio, Texas in October of 2014. We expect viewers of the first test to include government entities (federal, state and municipal), mobile service operators (carriers), as well as cable and fiber optic service providers.

 

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On June 9, 2012, our wholly owned subsidiary, Wytec, formed a wholly owned subsidiary, Wylink, Inc., a Texas corporation, to market and sell millimeter wave spectrum in the licensed 60 & 90 Gigahertz frequency channels. The Federal Communications Commission (“FCC”) has developed a unique application program giving the ability for qualified applicants to own millimeter spectrum under a program known as the Registered Link Program. We sell point-to-point registered links (“Registered Links”) as part of our backhaul solution in support of our 4G Wi-Fi network. The cash received from the sale of our Registered Links is recorded as “deferred revenue” and will be recorded as revenue once the telecommunication equipment is installed for the link owners.

 

Management now focuses its primary business on the development of 4G mobile broadband networks capable of delivering 100 Mbps to mobile devices and to be utilized as a multi-carrier “offload” solution.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amounts of trade accounts receivable, impairment of long-lived assets, revenue recognition and deferred tax assets. We believe the following critical accounting policies require more significant judgment and estimates used in the preparation of the financial statements.

 

We maintain an allowance for doubtful accounts for estimated losses that may arise if any of our customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of our trade accounts receivable balances. If we determine that the financial conditions of any of our customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. Accounts receivable are written off when all collection attempts have failed.

 

We follow the provisions of Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements" for revenue recognition and SAB 104. Under Staff Accounting Bulletin 101, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable and (iv) collection is reasonably assured.

 

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that we believe that the deferred tax asset is not likely to be recovered, a valuation allowance is provided. In making this determination, we consider estimated future taxable income and taxable timing differences expected in the future. Actual results may differ from those estimates.

 

Result of Operations for the Nine Months Ended September 30, 2015 and 2014

 

Revenue for the nine months ended September 30, 2015 was $62,239, as compared to revenue of $529,673 for the nine months ended September 30, 2014. This decrease in revenue of $467,434 or 88% was primarily due to the lower revenue from deferred Link sales during the nine months ended September 30, 2015. We are currently expanding our product lines to increase our revenue through alternative means such as “mobile” 4G services and our Registered Link Program, through which we intend to sell point to point Registered Links between two known GPS coordinates that make up a part of a backhaul network feeding into a microcell mobile broadband network.

 

Cost of sales for the nine months ended September 30, 2015 was $39,916, a decrease of $144,382, or 78%, from $184,298 for the nine months ended September 30, 2014. Our cost of sales decreased due to the combination of a decrease to the installation of equipment related to the recognition of revenue from deferred Link sales during the nine months ended September 30, 2015.

 

General and administrative expenses were $1,283,670 for the nine months ended September 30, 2015, as compared to $3,334,221 for the nine months ended September 30, 2014. This resulted in a decrease of $2,050,551 or 62% compared to the same period in 2014. The decrease in our general and administrative expenses was largely a result of a decrease in commissions and testing paid to third parties to assist in the setup and registration of Registered Links sold during the nine months ended September 30, 2015.

 

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Research and development costs were $6,438 for the nine months ended September 30, 2015, as compared to $-0- for the year nine months ended September 30, 2014. The increase in research and development costs is due to expenses related to the development of Wytec’s LPN-16.

 

Salary and wage expenses were $607,806 for the nine months ended September 30, 2015, as compared to $814,413 for the nine months ended September 30, 2014, which resulted in a decrease of $206,607 or 25% compared to the same period in 2014. The decrease in salary and wages is due to fewer employees and pay decreases for certain employees.

 

Depreciation expenses were $159,141 for the nine months ended September 30, 2015, as compared to $65,755 for the nine months ended September 30, 2014, which resulted in an increase of $96,386, or 142% compared to the same period in 2014. The increase in depreciation expense is due to increased amounts of depreciable property and equipment.

 

Interest expense for the nine months ended September 30, 2015 was $133,946, as compared to $69,303 for the nine months ended September 30, 2014. This resulted in an increase of $64,643 or 93% compared to the same period in 2014. The increase was primarily due to the refinancing of convertible and nonconvertible debentures.

 

Liquidity and Capital Resources

 

While we have raised capital to meet our working capital and financing needs in the past, additional financing will be required in order to meet our current and projected cash requirements for operations. As of September 30, 2015, we had a working capital deficit of $6,066,560. As of September 30, 2015, $5,980,000 of our current liabilities are deferred revenue on Registered Link sales that have been funded by the customer, for which obligations to the customer have not yet been completed.

 

During the nine months ended September 30, 2015, we used net cash of $663,900 in operating activities as a result of net losses from operations. By comparison, during the nine months ended September 30, 2014, we received net cash of $33,802 in operating activities as a result of deferred revenues.

 

During the nine months ended September 30, 2015, we received net cash of $51,172 from financing activities as a result of returns of construction in process equipment. By comparison, during the nine months ended September 30, 2014, we used net cash of $305,317 in financing activities as a result of purchases of property and equipment.

 

Net cash provided by financing activities during the nine months ended September 30, 2015 was $567,262, comprised of proceeds from issuance of Wytec preferred stock. Net cash used in financing activities during the nine months ended September 30, 2014 was $69,895, comprised of purchase of treasury stock and payments on notes payable. Our capital needs have primarily been met through sales-generated income, private placements of our common stock, third party financing, and/or traditional bank financing.

 

As of September 30, 2015, $8,500 of our outstanding convertible debentures and notes payable are in default or mature within the next twelve months and are classified as current liabilities in the accompanying consolidated balance sheet. We plan to remedy the defaults through conversions or through repayments once future financing is secured.

 

We anticipate that we will incur operating losses in the next twelve months. Our revenues are not expected to exceed our investment and operating costs in the next twelve months. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions, effectively monitor and manage our claims for payments that are owed to us, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

 

Satisfaction of our cash obligations for the next 12 months.

 

As of September 30, 2015, our cash balance was $272,931. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, private placements of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient revenue to meet our working capital requirements. Consequently, we intend to attempt to find sources of additional capital in the future to fund our growth and expansion through additional equity or debt financing or credit facilities. There is no assurance that we would be able to meet our working capital requirements through the private placement of equity or debt or from any other source.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Recently Issued Accounting Standards

 

The Company has reviewed the updates issued by the Financial Accounting Standards Board (“FASB”) during the nine month period ended September 30, 2015, and determined that the updates are either not applicable to the Company or will not have a material impact on the Company.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Our chief executive officer and principal financial officer, William H. Gray, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective as of September 30, 2015. Specifically, our disclosure controls and procedures were not effective in timely alerting our management to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

 

· We do not have an independent board of directors or audit committee or adequate segregation of duties.
· We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

 

We have begun to rectify these weaknesses by hiring additional accounting personnel and will create an independent board of directors once we have additional resources to do so.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time. As of the date of this report, there are no ongoing legal matters of which management is aware.

 

Item 2. Unregistered Sales of Equity Securities.

 

During the nine month period ended September 30, 2015, the Company issued 1,546,458 shares of our common stock to unrelated parties in exchange for the conversion of $76,550 of convertible debentures and related accrued interest. These shares were issued pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

 

During the nine month period ended September 30, 2015, Wytec International, Inc. issued 415,697 shares of Series B Preferred Stock, pursuant to Rule 506(b) of Regulation D of the securities Act of 1933, as amended (the “Securities Act”), to unrelated parties in exchange for $613,621 in cash and repayment of $513,113 in Wytec International, Inc. convertible debentures and related accrued interest, and repayment of $7,386 in Competitive Companies, Inc, convertible debentures and related accrued interest.

 

In April 2014, Wytec International, Inc issued 3,320,000 shares of Series A Preferred Stock to unrelated parties in exchange for registered link obligations and equipment. These shares were issued pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 3. Defaults Upon Senior Securities.

 

As of September 30, 2015, $8,500 of our outstanding convertible and non-convertible debentures are in default.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

            Incorporated by reference
Exhibit    Exhibit Description Filed herewith Form Period ending Exhibit Filing date
2.1    Plan and agreement of reorganization between Huntington Telecommunications Partners, LP and Competitive Companies Holdings, Inc. and Competitive Companies, Inc.    SB-2    2 01/11/02
2.2    Plan and agreement of reorganization between Huntington Telecommunications Partners, LP and Competitive Companies Holdings, Inc. and Competitive Companies, Inc.    SB-2/A    2.2 08/02/02
2.3    Plan and agreement of reorganization between Huntington Telecommunications Partners, LP and Competitive Companies Holdings, Inc. and Competitive Companies, Inc.    SB-2/A    2.2 04/24/03
2.4    Plan and agreement of reorganization between Competitive Companies, Inc. and CCI Acquisition Corp    8-K    10.1 05/09/05
3(i)    Articles of Competitive Companies, as amended    SB-2    3(I) 01/11/02
3(ii)    Bylaws of Competitive Companies    SB-2    3(II) 01/11/02
4.1    Rights and Preferences of Preferred Stock    SB-2    4 01/11/02
4.2   Form of Warrant to be issued by Competitive Companies, Inc. to MediaG3, Inc.   8-K   4.1 11/15/11
4.3   Form of Warrant to be issued by Competitive Companies, Inc.   8-K   4.1 04/25/14
4.4   Stock Option Agreement issued by Competitive Companies, Inc.   8-K   4.1 04/25/14
10.1   Stock Purchase Agreement by and among Competitive Companies, Inc., a Nevada corporation, Wytec International, Inc., a Nevada corporation, MediaG3, Inc., a Delaware corporation, and its wholly owned subsidiary, Wytec, Incorporated, a California corporation.   8-K   10.1 11/15/11
10.2   Amendment to Employment Agreement, dated July 25, 2014   8-K   10.1 07/28/14
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act * X            
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act * X            
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act * X            
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act * X            
101.INS    XBRL Instance Document * X            
101.SCH    XBRL Schema Document * X            
101.CAL    XBRL Calculation Linkbase Document * X            
101.DEF    XBRL Definition Linkbase Document * X            
101.LAB    XBRL Label Linkbase Document * X            
101.PRE    XBRL Presentation Linkbase Document * X            

 

*Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

COMPETITIVE COMPANIES, INC.

 

 

 

By:  /S/ William H. Gray

William H. Gray, Chairman, Chief Executive Officer,

President, and Chief Financial Officer (Principal

Executive Officer/Principal Accounting Officer)

 

Date: November 12, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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