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| MYSL.PK > SEC Filings for MYSL.PK > Form 10KSB on 31-Dec-2008 | All Recent SEC Filings |
31-Dec-2008
Annual Report
We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of the Company as a whole. To the extent that our analysis contains statements that are not of a historical nature, these statements are forward-looking statements, which involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements". The following should be read in conjunction with our Consolidated Financial Statements and the related Notes included elsewhere in this filing.
Overview
My Screen Mobile, Inc., a Delaware corporation, was incorporated in the State of Delaware on January 10, 1996, under the name Nouveau Health Management, Inc. On January 16, 1996, we entered into a Merger Agreement with Health Management, Inc., a Florida corporation, in which Health Management, Inc. was merged with and into us. In connection with our merger with Health Management, Inc., we changed our name to Nouveau International, Inc. On January 17, 1996, we entered into an Agreement and Plan of Merger with Nouveau International, Inc., a Pennsylvania corporation, and Nouveau Acquisition Corp., a Delaware corporation and our wholly owned subsidiary, pursuant to which Nouveau Acquisition Corp. was merged with and into Nouveau International, Inc., which became our wholly owned subsidiary. On March 31, 1998, we ceased all of our operations and remained dormant until September 27, 2006, when we filed a Certificate of Renewal of Charter with the Delaware Secretary of State.
On April 4, 2007 we acquired the technology that forms the basis of our current business from its inventors, and on April 19, 2007, we changed our name to My Screen Mobile, Inc.
Our technology is an application for direct incentive-based advertising to mobile telephones that allows mobile subscribers to be compensated for viewing targeted advertisements that is viewed on their mobile telephones or other mobile devices in the form of images.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Critical Accounting Policies and Estimates
The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in the Company's Annual Report on Form 10-KSB for the years ended December 31, 2007 and December 31, 2006.
The discussion and analysis set forth below covers the following comparative periods: the calendar years ended December 31, 2007 and 2006.
Liquidity and Capital Resources
The Company had no cash as of December 31, 2006 or prior since the Company had been dormant since 1996. In 2007 the Company purchased $130,181 in Property & equipment and recorded $34,881 in Depreciation. Total assets, including $244 in Cash at December 31, 2007 was $ 95,545. The Company had $431,500 in debentures that were convertible into common shares, $149,373 in advances due to a related party and $293,085 in accrued liabilities at December 31, 2007. The Accrued liabilities consist of accrued programming expenses of $280,913, and accrued interest of $12,172. Total Liabilities as at December 31, 2007 was $873,958 The Company had $100,000 in accrued liabilities at December 31, 2006.
During fiscal 2008, the Company issued 12,500,000 shares of its common stock along with 20,000,000 stock purchase warrants for $10,000,000 in cash. Management believes that even with this financing, that without obtaining additional financing and developing an ongoing source of revenue, the Company will not be able to complete the development of its software and launch successfully. Although the Company has actively been pursuing new business operations, the Company cannot give assurance that the Company will succeed in this endeavor, or be able to enter into necessary agreements to pursue its business on terms favorable to it. Should the Company be unable to generate additional revenues or raise additional capital, the Company could eventually be forced to cease business activities altogether.
Results of Operations for the Years Ended December 31, 2007 and 2006 and for the period from inception (January 10, 1996) to December 31, 2007
Income
The Company was dormant from 1996 through 2006. In 2007 the company developed its software application and gathered interest from parties to deploy our software. The Company had no income during the years ended December 31, 2007 and 2006. For the period from the Company's inception on January 10, 1996 through December 31, 2007, the Company had net sales of $563,382, less $516,031 for cost of goods sold, resulting in gross profit of $47,351.
Expenses
The Company had no expenses for the year ended December 31, 2006 because the Company was dormant since 1996. During the year ended December 31, 2007, the Company incurred $4,557,496 in expenses that were primarily related to Programming $2,307,077 and Consulting $1,979,221. Programming payments were all made to third party service providers and were expensed as incurred. Included in Programming is $2,305,025in payments made to one of its shareholder's company. Consulting expense includes $1,187,554 relating to the fair value of warrants issued to consultants for services provided.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
For the period from the Company's inception on January 10, 1996 through December 2007, the Company had total expenses of $7,652,997, less gross profit of $47,351, resulting in net operating losses of $7,605,646.
The Company incurred $472,486 in Interest expense relating to its debt financing. $460,315 of this expense was a result of the beneficial conversion included in our convertible debenture agreements. We were required to fully amortize the debt discount as the debenture was fully convertible on date of issuance per EITF 98-5.Accrued interest on the debt totaled $12,172.
The Impairment loss of $10,000 results from the full write off of the value ascribed to the shares issued in return for the patents and trademarks assigned to the Company. Due to the going concern noted by our auditors, the Company determined the long term carrying value of the asset could not be supported and recorded the Impairment loss.
The net loss for 2007 was $5,039,982 and since inception, the net loss was $8,088,132.
The Company's Plan of Operation for the Next Twelve Months
On December 31, 2007 the Company had $244 in Cash and $873,958 in Current Liabilities and was unable to satisfy either its short term or long term cash requirements. The Company estimated it would need to raise at least an additional $5,000,000 in capital in 2008 in order to continue developing its business. The Company budgeted to invest an additional $2,000,000 in software development. In 2008, the Company went through a very thorough request for proposal process to identify a software development firm that could migrate our systems to be accepted by mobile phone operators around the world. The Company budgeted to hire approximately 10 full time staff at a cost of $1,100,000 and budgeted to invest $250,000 in property and equipment during the year, The Company also planned to attend a number of industry trade shows and budgeted $250,000 for travel, entertainment and advertising.
The Company is continuing to have discussions with a number of mobile phone carriers and was pleased to announce Globalive Communications intent to launch mobile advertising services in Canada using the MyScreen application. The Company also spent a significant amount of time in 2008 identifying advertising firms to partner with and announced a partnership with Zimmerman Advertising to help build the MyScreen Brand internationally.
As of the date of this report, the Company is continuing to develop its business of providing marketing and advertising tools for the mobile communications industry. There is no guarantee that the Company will be able to successfully develop its business or that it would generate sufficient revenues to sustain its operations. The Company anticipates that additional capital will likely have to come from licensing fees or from issuing additional equity interests in 2009, which cannot occur without dramatically diluting the existing equity ownership of the Company's existing Common stockholders. The Company is continuing its efforts to raise additional capital from both of these sources.
Off-Balance Sheet Arrangements
There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Working Capital
Under the Securities Purchase Agreement dated May 15, 2008, between the Company and Orascom Telecom Holdings, S.A.E. the Company agreed to set aside $3,000,000 of the $10,000,000 raised in a separate bank account pursuant to an Escrow Agreement, which must be used by the Company to fund certain technical expenditures.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Contractual Obligations and Other Commercial Commitments
The following table sets forth information concerning our obligations and
commitments to make contractual future payments, such as debt agreements,
purchase obligations and contingent commitments.
Payments Due During Fiscal Years Ending December 31,
Total 2008 2009-2010 2011-2012 Thereafter
Contractual
Obligations:
Convertible debt 431,500
obligations
Unrecorded
Contractual
Obligations:
Purchase obligations NIL
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Convertible debentures mature four years from the date of issuance and all have the following interest rate payment schedule: year 1 - 6%; year 2 - 8%; year 3 - 10%; year 4 - 12%. Interest is paid yearly, in arrears. The convertible debentures may be converted at any time in whole or in part, at the option of the holders, into restricted common shares of the Company at conversion prices ranging from $1.00 to $1.63. Subsequent to December 31, 2007, all debentures were converted into common stock of the Company at their respective conversion prices and as such, there are no future payments due.
Warrants
As of December 15,2008, the Company has warrants outstanding to purchase an aggregate of 25,434,697shares of common stock of the Company, 20,000,000 of which are exercisable at $2.00 per share, and the balance of which are exercisable at $1.00 per share. The warrants expire between October 2011 and May 2012. For the twelve months ended December 31, 2007, no warrants were exercised.
Common stock
On March 11, 2007, the Company's Board of Directors approved a 1 for 100 stock reverse split. Additionally, on May 11, 2007, the Company's Board of Directors approved a 4 for 1 forward stock split. On April 4, 2007, the Company issued 15,996,000 shares of common stock to various creditors for the $100,000 liability that was accrued at December 31, 2006. On May 23, 2007, the Company issued 35,000,000 shares of its common stock for cash of $1,000,000. During the year ended December 31, 2007, the Company issued 45,353,333 shares of its common stock for services provided to the Company. The total number of Common shares outstanding as at December 31, 2007 was 106,868,193.
Special Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and in its reports to stockholders. Generally, the inclusion of the words "believe", "expect", "intend", "estimate", "anticipate", "will", and similar expressions identify statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results (in particular, statements under Part II, Item 6, Management's Discussion and Analysis of Financial Condition and Results of Operations), contain forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. In addition, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
By their nature, all forward-looking statements involve risk and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including but not limited: competitive prices pressures at both the wholesale and retail levels, changes in market demand, changing interest rates, adverse weather conditions that reduce sales at distributors, the risk of assembly and manufacturing plant shutdowns due to storms or other factors, the impact of marketing and cost-management programs, and general economic, financial and business conditions.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material effect on its financial statements.
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