WEB NEWS Comments & Business Outlook
(unaudited)
Three months ended
Three months ended
March 31,
March 31,
2016
2015
Revenues
$
1,200
$
-
Cost of services and goods sold
-
-
Gross profit
1,200
-
Operating expenses
General and administrative expenses
6,402
15,326
Total operating expense
6,402
15,326
Loss from operations
(5,202
)
(15,326
)
Other expense
Interest expense
-
(5,250
)
Total other expense
-
(5,250
)
Net Loss
$
(5,202
)
$
(20,576
)
Basic and diluted net loss per common share
$
(0.00
)
$
(0.00
)
Basic and diluted weighted average number of common shares outstanding
19,069,428
11,500,000
Deal Flow
Calculation of Registration Fee
Title of Each Class of Securities to be Registered
Amount to be
Registered (1)
Proposed
Maximum
Offering
Price
Per Share (2)
Proposed Maximum Aggregate Offering Price
Amount of
Registration
Fee
Common stock, par value $0.001 per share, issuable pursuant to a certain investment agreement purchase agreement
3,500,000
$
0.14
$
490,000
$
49.35
Total
3,500,000
$
0.14
$
490,000
$
49.35
Comments & Business Outlook
Year ended
July 21, 2014 (inception) to
December 31,
December 31,
2015
2014
Revenue
$
5,970
$
-
Cost of Services
32,902
-
Gross profit (loss)
(26,932
)
-
Operating expenses
Selling, general and administrative expenses
171,053
264
Total operating expense
171,053
264
Operating loss
(197,985
)
(264
)
Provision for income taxes
-
-
Net Loss
$
(197,985
)
$
(264
)
Basic and diluted net loss per common share
$
(0.01
)
$
(0.00
)
Basic and diluted weighted average number of common shares outstanding
17,693,871
9,825,949
CFO Trail
Comments & Business Outlook
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three months
July 21, 2014
Nine months
ended
(inception) to
ended
September 30,
September 30,
September 30,
2015
2014
2015
Revenues
$
18,642
$
-
$
18,642
Cost of goods sold
30,086
-
43,801
Gross profit
(11,444
)
-
(25,159
)
Operating expenses
General and administrative expenses
80,595
135
126,701
Total operating expense
80,595
135
126,701
Income (Loss) from operations
(92,039
)
(135
)
(151,860
)
Other expense
Interest expense
-
-
(5,250
)
-
-
(5,250
)
Net Income (Loss)
$
(92,039
)
$
(135
)
$
(157,110
)
Basic and diluted net income per share
$
(0.00
)
$
(0.00
)
$
(0.01
)
Basic and diluted weighted average number of shares of common stock outstanding
19,769,977
9,825,949
17,048,501
Management Discussion and Analysis
We had no revenue during the period July 21, 2014 (inception) through September 30, 2014. Our loss of $135, or $0.00 per share, reflected general and administrative expenses of $135.
For the three months ended September 30, 2015, we had general and administrative expenses of $80,595 and a loss from operations and a net loss of $92,039, or $0.00 per share (basic and diluted). During the nine months ended September 30, 2015, we had general and administrative expenses of $126,701, an operating loss of $151,860, interest expense of $5,250, and a net loss of $157,110, or $0.01 per share (basic and diluted). The interest expense represents the amortization of the beneficial conversion feature of convertible notes that were issued and exchanged for common stock during the nine months ended September 30, 2015. The general and administrative expenses are primarily legal and accounting expenses and include $7,600 representing the value of common stock issued to our former counsel during the second quarter of 2015 pursuant to a release agreement with such counsel.
Deal Flow
3,900,000 Shares
Lingerie Fighting Championships, Inc.
OTC Pink trading symbol: BOTY
This prospectus relates to the public offering of an aggregate of 3,900,000 shares of common stock which may be sold from time to time by the selling stockholders of Lingerie Fighting Championships, Inc. named in this prospectus.
We will not receive any proceeds from the sale by the selling stockholders of their shares of common stock. We will pay the cost of the preparation of this prospectus, which is estimated at $35,000.
On August 21, 2015, the last reported sales price for our common stock on the OTC Pink, as reported by OTC Markets, was $5.00 per share, which represented the last reported closing price on June 22, 2015, which was the most recent date on which trading in our common stock was reported.
Investing in shares of our common stock involves a high degree of risk. You should purchase our common stock only if you can afford to lose your entire investment. See "Risk Factors," which begins on page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. The selling stockholders may sell their shares of common stock in the public market based on the market price at the time of sale or at negotiated prices or in transactions that are not in the public market. The selling stockholders may also sell their shares in transaction that are not in the public market in the manner set forth under "Plan of Distribution."
Deal Flow
Title of each class of securities to be registered
Amount to be Registered
Proposed
Maximum
Offering
Price Per
Security (1)
Proposed
Maximum
Aggregate
Offering
Price (1)
Amount of Registration
Fee
Common Stock, par value $0.001 per share
3,900,000 shares
$
5.10
$
19,890,000
$
2,311.22
Comments & Business Outlook
LINGERIE FIGHTING CHAMPIONSHIPS, INC.
(Unaudited)
Three months
Six months
ended
ended
June 30,
June 30,
2015
2015
Sales
$
-
$
-
Cost of goods sold
13,715
13,715
Gross profit
(13,715
)
(13,715
)
Operating expenses
General and administrative expenses
30,780
46,106
Total operating expense
30,780
46,106
Loss from operations
(44,495
)
(59,821
)
Other expense
Interest expense
-
(5,250
)
-
(5,250
)
Net loss
$
(44,495
)
$
(65,071
)
Basic and diluted net income per share
$
(0.00
)
$
(0.00
)
Basic and diluted Weighted average number of shares of common stock outstanding
19,684,425
15,619,519
Management Discussion and Analysis
Reverse Acquisition Prior to March 31, 2015, we were a shell company not engaged in any business activities. On March 31, 2015, pursuant to a share exchange agreement (the “Share Exchange Agreement”), among us, LFC, and the holders of all of the outstanding common stock and convertible notes of LFC pursuant to which the holders of LFC’s common stock and convertible notes exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 85.1% of our common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 16,750,000 shares of common stock to the former holders of LFC’s common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and our chief executive officer. As a result of the reverse acquisition, our business has become the business of LFC.
On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, we issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000.
For the three months ended June 30, 2015, we had general and administrative expenses of $30,781 and a loss from operations and a net loss of $44,496, or $0.00 per share (basic and diluted). During the six months ended June 30, 2015, we had general and administrative expenses of $46,106, an operating loss of $59,821, interest expense of $5,250, and a net loss of $65,071, or $0.00 per share (basic and diluted). The interest expense represents the amortization of the beneficial conversion feature of convertible notes that were issued and exchanged for common stock during the six months ended June 30, 2015. The general and administrative expenses are primarily legal and accounting expenses and include $7,600 representing the value of common stock issued to our former counsel during the second quarter of 2015 pursuant to a release agreement with such counsel. The interest expense represents the beneficial conversion feature on our convertible notes in the principal amount of $5,250 which were issued in February 2015 and exchanged for common stock pursuant to the Share Exchange Agreement on March 31, 2015.
Deal Flow
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 24, 2015 3,900,000 Shares
Lingerie Fighting Championships, Inc.
OTC Pink trading symbol: BOTY
This prospectus relates to the public offering of an aggregate of 3,900,000 shares of common stock which may be sold from time to time by the selling stockholders of Lingerie Fighting Championships, Inc. named in this prospectus.
We will not receive any proceeds from the sale by the selling stockholders of their shares of common stock. We will pay the cost of the preparation of this prospectus, which is estimated at $40,000.
On July 22, 2015, the last reported sales price for our common stock on the OTC Pink, as reported by OTC Markets, was $5.00 per share, which represented the last reported closing price on June 22, 2015, which was the most recent date on which trading in our common stock was reported.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to be Registered
Proposed
Maximum
Offering
Price Per
Security (1)
Proposed
Maximum
Aggregate
Offering
Price (1)
Amount of Registration
Fee
Common Stock, par value $0.001 per share
3,900,000 shares
$
5.10
$
19,890,000
$
2,311.22
Comments & Business Outlook
LINGERIE FIGHTING CHAMPTIONSHIPS, INC.
(FORMERLY CALA ENERGY CORP. )
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended February 28
2015
2014
Revenue
$
-
$
-
Cost of revenue
-
-
Gross profit
-
-
Selling, general and administrative expenses
$
136,756
$
260,154
Loss from operations
(136,756
)
(260,154
)
Other income (expense)
Other income
8,000
-
Total other income (expense)
8,000
-
Net Loss
$
(128,756
)
$
(260,154
)
Net loss per share - basic and diluted
$
(0.30
)
$
(0.70
)
Weighted average shares - basic and diluted
424,977
371,751
Management Discussion and Analysis
Years Ended February 28, 2015 and 2014
We had no revenue for the years ended February 28, 2015 ("fiscal 2015") or 2014 ("fiscal 2014"). General and administrative expenses, which consisted primarily of professional fees and payroll, were $136,756 for fiscal 2015 and $260,154 for fiscal 2014, a decrease of $123,398, or 47%. Executive compensation was $60,000 for fiscal 2015 and $120,000 for fiscal 2014, representing compensation to Terry Butler, our chief executive and financial officer during both years. Mr. Butler ceased accruing compensation in September 2014. As of February 28, 2015, Mr. Butler forgave his accrued compensation of $270,000, which is treated as a contribution to capital. Other income in fiscal 2015 represented payments made on behalf of a potential reverse acquisition candidate to cover our professional and other expenses. We had no other income in fiscal 2014. As a result, we incurred a loss of $128,756 for fiscal 2015 as compared with a loss of $260,154 for fiscal 2014.
Acquisition Activity
Item 1.01 Entry into a Material Definitive Agreement
In connection with the LFC Acquisition, we entered into the Exchange Agreement with LFC and its shareholders as of March 31, 2015, appointed a new director and executive officer, and ceased to be a shell company as of such date.
In addition, as of March 31, 2015, we completed the PPO financing whereby we entered into a Securities Purchase Agreement and Escrow Agreement with certain investors whereby we issued 2,500,000 shares for $200,000 of consideration.
Finally, we entered into a Plan and Agreement of Merger on April 1, 2015 with our newly acquired LFC subsidiary, pursuant to which we merged LFC into ourselves with us as the surviving company and changed our name to that of LFC to reflect our new business.
Share Structure
Item 3.03 Material Modification to Rights of Security Holders.
On February 23, 2015, the Board of Directors and the majority shareholders of Cala Energy Corp., a Nevada corporation (the "Company"), approved a reverse stock split of the outstanding shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), by means of a one-for-eight hundred (1:800) reverse stock split, whereby each 800 shares of outstanding Company Common Stock has been exchanged for one (1) share of Company Common Stock (the "Reverse Stock Split").
Reasons for the Reverse Stock Split.
In order to facilitate business transactions and raise capital, the Company has effected the Reverse Stock Split to reduce the number of outstanding shares of Common Stock.
For these reasons, the board of directors of the Company (the "Board of Directors") have determined that the Reverse Split is in the best interest of the Company and its shareholders.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Company intends to file the appropriate documents with FINRA (the Financial Industry Regulatory Authority) to affect the Reverse Stock Split. It is currently contemplated that the Company's trading symbol will not change and remain under the current symbol "OILL". A new CUSIP number has been requested for the Company's new common stock to distinguish stock certificates issued after the effective date of the Reverse Stock Split.
Split Adjustment; No Fractional Shares. The total number of shares of the Company's Common Stock held by each stockholder converts automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 800.
Notwithstanding the foregoing, no fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates should send the certificates to the Company's transfer agent. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
State Filing. On March 6, 2015, the Company filed a Certificate of Change (the "Certificate") to affect the Reverse Stock Split pursuant to Nevada Revised Statutes ("NRS") Section 78.209 with the Secretary of State of the State of Nevada. Under Nevada law, no amendment to the Company's Articles of Incorporation is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporate herein by reference. Board of Directors and Stockholder Approval. The Board of Directors and majority stockholders approved the Reverse Stock Split as of February 23, 2015 by written consent in lieu of a special meeting. Capitalization.
The Reverse Stock Split does not affect the Company's authorized Common Stock. As of November 30, 2014, there were 339,757,357 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 424,697 shares of Common Stock outstanding subject to adjustment due to the effect of rounding fractional shares into whole shares. The Reverse Stock Split will not have any effect on the stated par value of the Common Stock.
The Reverse Stock Split does not affect the Company's authorized preferred stock, par value ("Preferred Stock"). There are no outstanding shares of the Company's preferred stock. After the Reverse Stock Split, the Company's authorized preferred Stock of 10,000,000 shares will remain unchanged. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
Comments & Business Outlook
CALA ENERGY CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Nine months ended
Three months ended
November 30,
November 30,
2014
2013
2014
2013
Selling, general and administrative expenses
$
(96,497
)
$
(195,726
)
$
(9,477
)
$
(61,650
)
Net Loss
$
(96,497
)
$
(195,726
)
$
(9,477
)
$
(61,650
)
Net loss per share - basic and diluted
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
Weighted average shares - basic and diluted
339,757,357
339,757,357
339,757,357
339,757,357
Management Discussion and Anlaysis
We had no revenue for the three and nine months ended November 30, 2014 or 2013. General and administrative expenses, which consisted primarily of professional fees and executive compensation, were approximately $9,477, for the quarter ended November 30, 2014, as compared with approximately $61,650 for the quarter ended November 30, 2013, a decrease of $52,173 or approximately 85%. Executive compensation was $0 for the quarter ended November 30, 2014 and $30,000 for the quarter ended November 30, 2013. For the nine months ended November 30,2014, general and administrative expenses, which consisted primarily of professional fees and executive compensation, including $60,000 of compensation for our chief executive officer, were approximately $96,497, as compared with approximately $195,000 for the nine months ended November 30, 2013, a decrease of approximately $98,500, or 51%. As a result of the foregoing, our net loss for the three months ended November 30, 2014 was approximately $9,477, or $0.00 per share, as compared with a loss of approximately $62,000, or $0.00 per share, for the three months ended November 30, 2013. For the nine months ended November 30, 2014, our net loss was approximately $96,497, or $0.00 per share, as compared with a net loss of approximately $196,000, or $0.00 per share.
Auditor trail
Item 4.01. Changes in Registrant’s Certifying Accountant.
On December 23, 2014, the Company’s board of directors accepted the resignation of Simon & Edward, LLP (“Simon & Edward”) and selected MaloneBailey, LLP (“MaloneBailey”) to serve as the Company’s independent registered accounting firm for the fiscal year ending February 28, 2015. At no time since its engagement has MaloneBailey had any direct or indirect financial interest in or any connection with the Company or any of its subsidiaries other than as independent accountant.
The Company’s consolidated financial statements at February 28, 2014 and 2013 were audited by Simon & Edward. The audit reports of Simon & Edward for both years stated that the consolidated financial statements have been prepared assuming the Company will continue as a going concern and referred to matters which raise a substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years and any subsequent interim period through the date of resignation, there were no disagreements with Simon & Edward on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Simon & Edward, would have caused it to make reference to the subject matter of the disagreements in connection with its reports for such years. During the two years ended February 28, 2014 and February 28, 2013, and through the date of this 8-K, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
Comments & Business Outlook
CALA ENERGY CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
Six months ended August 31,
Three months ended August 31,
2014
2013
2014
2013
Revenue
$
-
$
-
$
-
$
-
Selling, general and administrative expenses
87,020
134,076
38,788
47,839
Loss from operations
(87,020
)
(134,076
)
(38,788
)
(47,839
)
Net Loss
$
(87,020
)
$
(134,076
)
$
(38,788
)
$
(47,839
)
Comprehensive loss
$
(87,020
)
$
(134,076
)
$
(38,788
)
$
(47,839
)
Net loss per share
Net loss per share from continuing operations
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Basic and Diluted loss per share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Weighted average common shares outstanding
- Basic and Diluted
339,757,357
257,148,661
339,757,357
319,539,966
Management Discussion and Analysis
Three and six months Ended August 31, 2014 and 2013
We had no revenue for the three or six months ended August 31, 2014 and 2013. General and administrative expenses, which consisted primarily of professional fees and executive compensation, were approximately $39,000, for the quarter ended August 31, 2014, as compared with approximately $48,000 for the quarter ended August 31, 2013, a decrease of approximately $9,000 or approximately 18.9%%. General and administrative expenses, which consisted primarily of professional fees and executive compensation, were approximately $87,000, for the six months ended August 31, 2014, as compared with approximately $134,000 for the six months ended August 31, 2013, a decrease of approximately $47,000 or approximately 35.1% primarily because of higher professional fees during the six months ended August 31, 2013. Executive compensation was $30,000 for each of the quarters ended August 31, 2014 and 2013 and $60,000 for the six months ended August 31, 2014 and 2013.
As a result of the foregoing, our net loss for the three months ended August 31, 2014 was approximately $39,000, or $0.00 per share (basic and diluted), as compared with a loss of approximately $48,000, or $0.00 per share (basic and diluted), for the three months ended August 31, 2013. Our net loss for the six months ended August 31, 2014 was approximately $87,000, or $0.00 per share (basic and diluted), as compared with a loss of approximately $134,000, or $0.00 per share (basic and diluted), for the six months ended August 31, 2013.
Comments & Business Outlook
CALA ENERGY CORP. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
Three months ended May 31,
2014
2013
Revenue
$
-
$
-
Selling, general and administrative expenses
48,232
86,237
Loss from operations
(48,232
)
(86,237
)
Income taxes
-
-
Net Loss
$
(48,232
)
$
(86,237
)
Comprehensive loss
$
(48,232
)
$
(86,237
)
Net loss per share
Net loss per share from continuing operations
$
(0.00
)
$
(0.00
)
Basic and Diluted loss per share
$
(0.00
)
$
(0.00
)
Weighted average common shares outstanding
- Basic and Diluted
339,757,357
194,757,357
Management Discussion and Analysis
Three months Ended May 31, 2014 and 2013
We had no revenue for the three months ended May 31, 2014 or 2013. General and administrative expenses, which consisted primarily of professional fees and executive compensation, were approximately $48,000, for the quarter ended May 31, 2014, as compared with approximately $86,000 for the quarter ended May 31, 2013, a decrease of $38,000 or approximately 44.1%. Executive compensation was $30,000 for each of the quarters ended May 31, 2014 and 2013. As a result of the foregoing, our net loss for the three months ended May 31, 2014 was approximately $48,000, or $0.00 per share (basic and diluted), as compared with a loss of approximately $86,000, or $0.00 per share (basic and diluted), for the three months ended May 31, 2013.
Comments & Business Outlook
Year ended February 28
2014
2013
Revenue
$
-
$
-
Cost of revenue
-
-
Gross profit
-
-
Selling, general and administrative expenses
260,154
350,806
Loss from operations
(260,154
)
(350,806
)
Other expense
Interest expense
-
(91,945
)
Total other expense
-
(91,945
)
Loss from continuing operations before income taxes
-
(442,751
)
Income taxes
-
-
Loss from continuing operations
-
(442,751
)
Loss from the operation of the entities spun off
-
(243,788
)
Net Loss
$
(260,154
)
$
(686,539
)
Net loss per share
Net loss per share from continuing operations
$
(0.00
)
$
(0.00
)
Net loss per share from entities spun off
$
(0.00
)
$
(0.00
)
Basic and Diluted loss per share*
$
(0.00
)
$
(0.01
)
Weighted average common shares outstanding
- Basic and Diluted
297,401,193
134,085,289
Management Discussion and Analysis
RESULTS OF OPERATIONS
Years Ended February 28, 2014 and 2013 We had no revenue for the years ended February 28, 2014 (“fiscal 2014”) or 2013 (“fiscal 2013”). General and administrative expenses, which consisted primarily of professional fees and payroll, were $260,000 for fiscal 2014 and $351,000 for fiscal 2013, a decrease of approximately 26%. We incurred interest expense of $92,000 in for fiscal 2013, which represents a loss on extinguishment of debt. As a result, we incurred a loss of $260,000 for fiscal 2014 as compared with a loss from continuing operations of $443,000 for fiscal 2013.
As a result of the foregoing, our net loss for fiscal 2014 was $260,000, or $0.00 per share (basic and diluted),and our net loss for fiscal 2013 was $687,000, or $0.01 per share (basic and diluted). Basic and diluted loss per share is the same since convertible securities are anti-dilutive.
Comments & Business Outlook
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME
Three months ended May 31,
2012
2011
Revenue
$
38,673
$
227,708
Cost of revenue
18,131
182,071
Reverse of loss on inventory
-
(335,681
)
Gross profit
20,542
381,318
Selling, general and administrative expenses
299,808
806,937
Net operating (loss)
(279,266
)
(425,619
)
Other income (expense)
Interest expense
(3,192
)
(1,500
)
Gain(loss) on currency exchange
211
693
Other income (expense)
-
(1,354
)
Total other income
(2,981
)
(2,161
)
Net (loss) before income taxes
(282,247
)
(427,780
)
Income taxes
-
30
Net (loss)
$
(282,247
)
$
(427,810
)
Translation adjustments
11,028
170,995
Comprehensive income
$
(271,219
)
$
(256,815
)
Net (loss) per share
- Basic
$
(0.00
)
$
(0.01
)
- diluted
$
(0.00
)
$
(0.01
)
Weighted average common shares outstanding
- Basic and
81,771,107
28,864,827
- diluted
81,771,107
28,864,827
Comments & Business Outlook
OTHER COMPREHENSIVE INCOME
Year ended
February 29, 2012
February 28, 2011
Revenue
$
502,125
$
1,032,541
Cost of revenue
330,616
1,254,280
Gross profit
171,509
(221,739
)
Selling, general and administrative expenses
2,050,835
2,805,160
Net operating (loss)
(1,879,326
)
(3,026,899
)
Other income (expense)
Interest income
255
322
Interest expense
(10,664
)
(9,131
)
Gain (loss) on currency exchange
(308
)
2,742
Impairment loss on property and equipment
(173,817
)
(415,445
)
Gain on change in fair value of accrued derivative liabilities
-
1,783,274
Other income (expense)
2,328
74,478
Total other income
(182,206
)
1,436,240
Net (loss) before income taxes
(2,061,532
)
(1,590,659
)
Income taxes
10,264
-
Net (loss)
$
(2,071,796
)
$
(1,590,659
)
Translation adjustments
105,801
(339,890
)
Comprehensive income
$
(1,965,995
)
$
(1,930,549
)
Net (loss) per share
- Basic
$
(0.04
)
$
(0.06
)
- diluted
$
(0.04
)
$
(0.06
)
Weighted average common shares outstanding
- Basic and
58,728,727
25,230,698
- diluted
58,728,727
25,230,698
Comments & Business Outlook
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME
(unaudited)
Nine months ended November 30,
Three months ended November 30,
2011
2010
2011
2010
Net sales
$
429,378
$
823,865
$
33,563
$
335,427
Cost of sales
314,606
921,025
180,304
290,755
Gross profit (loss)
114,772
(97,160
)
(146,741)
44,672
Selling, general and administrative expenses
1,683,111
2,208,741
364,582
821,415
Operating loss
(1,568,339
)
(2,305,901
)
(511,323
)
(776,743
)
Other income (expense)
Interest income
134
221
48
Interest expense
(6,725
)
(5,505
)
(4,782
)
(4,135
)
Gain (loss) on exchange
218
(834
)
(1,623
)
(628
)
Indemnity income
-
70,021
-
661
Gain (loss) on change in fair value of accrued derivative liabilities
-
1,780,991
-
534,568
Impairment loss on idle assets
(173,065
)
-
(173,065
)
-
Other income (expense)
(1,052
)
(11,294
)
16
(14,698
)
Total other income (expense)
(180,490
)
1,833,600
(179,454
)
515,816
Loss before income taxes
(1,748,829
)
(472,301
)
(690,777
)
(260,927
)
Income taxes
10,219
-
(151
)
-
Net loss
$
(1,759,048
)
$
(472,301
)
$
(690,626
)
$
(260,927
)
Foreign currency translation adjustments
158,182
(213,404
)
56,735
(202,516
)
Comprehensive loss
$
(1,600,866
)
$
(685,705
)
$
(633,891
)
$
(463,443
)
Net loss per share
- Basic and diluted
$
(0.03
)
$
(0.02
)
$
(0.01
)
$
(0.01
)
Weighted average common shares outstanding
- Basic and diluted
51,103,794
24,194,073
81,771,107
25,948,893
See accompanying notes to unaudited condensed consolidated financial statements.
Notable Share Transactions
On August 5, 2011, we entered into
debt cancellation agreements with Yao-Ting Su, our chief executive and financial officer and a director, and Hui-Yun Lo, a director, pursuant to which
we issued 34,159,120 shares of common stock to Ms. Lo in consideration of her cancellation of our indebtedness to Ms. Lo in the amount of
$1,707,956 and
16,447,160 shares of common stock to Mr. Su in consideration of his cancellation of our indebtedness to Mr. Su in the amount of
$833,358
Liquidity Requirements
We require significant cash for the development of our business. In offering project-based solutions and in offering lighting solutions where our revenue is dependent on the customers’ cost savings is very capital intensive, since we will have to finance both the LED products and the design and other services significantly in advance of receipt of payment. Our failure to obtain the necessary funding will impair our ability to generate revenue from this type of sale
Internal Controls
Based on that evaluation , our chief executive and financial officers concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of May 31, 2010.
Corporate Governance
During the nine months ended November 30, 2010 , we incurred net losses of approximately $2.25 million and we used $1.4 million in our operating activities. These factors, along with our negative gross margin, raise substantial doubt about our ability to continue as a going concern. Management believes that actions presently being taken to obtain additional funding provide the opportunity to continue as a going concern. However, as a result of these factors along with our losses of approximately $2.6 million for the year ended February 28, 2010 and approximately $2.3 million for the nine months ended November 30, 2010, the need for us to restate prior year’s financial statements in a manner which showed a material adverse change from the previously reported quarterly results, the absence of financial controls, our low stock price and the absence of a strong market for our common stock, we may have difficulty raising additional funds in the equity market or from lenders.
In the course of preparing our annual financial statements, we determined that we did not have sufficient accounting controls in place in order to enable us to verify key financial items, including revenue and cost of revenue. In this connection, we determined that we did not have sufficient documentation to confirm previously reported revenue, cost of revenue, selling, general and administrative expenses, and weighted average common shares outstanding.
Comments & Business Outlook
XODTEC LED, INC. AND SUBSIDIARIES
OTHER COMPREHENSIVE INCOME
Nine months ended November 30,
Three months ended November 30,
2010
2009
2010
2009
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Restated)
(Restated)
Revenue
$
823,865
$
739,849
$
335,427
$
250,035
Cost of revenue
921,025
623,289
290,756
186,419
Gross profit
(97,160
)
116,560
44,671
63,616
Selling, general and administrative expenses
2,208,741
2,070,635
821,414
801,234
Net operating loss
(2,305,901
)
(1,954,075
)
(776,743
)
(737,618
)
Other income (expense)
Interest income
221
187
48
74
Interest expense
(5,505
)
(1,791
)
(4,136
)
(718
)
Gain(loss) on exchange
(834
)
2,799
(628
)
3,261
Indemnity income
70,021
-
661
-
Other income (expense)
(11,294
)
2,525
(14,698
)
2,008
Total other income (loss)
52,609
3,720
(18,753
)
4,625
Net loss before income taxes
(2,253,292
)
(1,950,355
)
(795,496
)
(732,993
)
Income taxes
-
-
-
-
Net loss
$
(2,253,292
)
$
(1,950,355
)
$
(795,496
)
$
(732,993
)
Translation adjustments
(213,404
)
(98,190
)
(202,515
)
77,193
Comprehensive income
$
(2,466,696
)
$
(2,048,545
)
$
(998,011
)
$
(655,800
)
Net loss per share
- Basic
$
(0.09
)
$
(0.10
)
$
(0.03
)
$
(0.04
)
- diluted
$
(0.09
)
$
(0.10
)
$
(0.03
)
$
(0.04
)
Weighted average common shares outstanding
- Basic and
24,194,073
18,609,458
25,948,893
20,903,081
- diluted
24,194,073
18,609,458
25,948,893
20,903,081