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Quotes & Info
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| MYSL.PK > SEC Filings for MYSL.PK > Form 10-Q on 12-Mar-2009 | All Recent SEC Filings |
12-Mar-2009
Quarterly 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 period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. 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, and in conjunction with our consolidated financial statements as of December 31, 2006, and the year then ended, and Management's Discussion and Analysis of Financial Condition and Results of Operations, which are contained in our Annual Report on Form 10-KSB for the year ended December 31, 2006.
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, 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.
Critical Accounting Policies and Estimates
The Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our 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.
The discussion and analysis set forth below covers the following comparative periods: the three and nine months ended September 30, 2007 and 2006.
Liquidity and Capital Resources
We had no cash as of September 30, 2007. We had no cash as of December 31, 2006 or at any time between March 1998 and 2006 since we had been dormant since March 1998. Total assets, at September 30, 2007 were $55,644 which consisted of property and equipment. Total assets as of December 31, 2006 were $0. Total Liabilities as of September 30, 2007 was $593,379 which consisted of accounts payable of $246, convertible debentures payable of $581,500 and advances from related party of $11,633 which were payable to a related party for software development. Total Liabilities as at December 31, 2006 was $ 100,000.
During the first nine months the company issued 35,000,000 shares for $1,000,000 and raised another $581,500 in convertible debt financing. During fiscal 2008, we issued 12,500,000 shares of our common stock along with 20,000,000 stock purchase warrants for $10,000,000 in cash. Management believes that even with these financings, that without obtaining additional financing and developing an ongoing source of revenue, we will not be able to complete the development of our software and launch successfully. Although we have actively been pursuing new business operations, we cannot give assurance that we will succeed in this endeavor, or be able to enter into necessary agreements to pursue our business on terms favorable to us. Should we be unable to generate additional revenues or raise additional capital, we could eventually be forced to cease business activities altogether.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations - continued
Results of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 and for the period from inception (January 10, 1996) to September 30, 2007
Income
We were dormant from March 1998 through 2006. In April 2007, we commenced developing our software application and gathered interest from parties to deploy our software. We had no income during the three or nine months ended September 30, 2007 and 2006. For the period from our inception on January 10, 1996 through September 30, 1996, we had net sales of $563,382, less $516,031 for cost of goods sold, resulting in gross profit of $47,351.
Expenses
We had no expenses for the three or nine month period ended September 30, 2006 because we were dormant since March 1998. For the three months ended September 30, 2007, we incurred $1,805,489 in operating expenses. Programming expense totaled $614,875. Programming payments were all made to a third party service provider and were expensed as incurred. Included in programming was $614,875 in payments made to one of its shareholder's company. Consulting expense was $1,047,917 which included $702,500 in expense relating to common shares issued in return for services. Legal and Audit expense was $60,242 which included $56,600 in expense relating to common shares issued in return for services.
For the nine months ended September 30, 2007, we incurred $2,675,047 in operating expenses. Programming expense totaled $1,430,025. Programming payments were all made to a third party service provider and were expensed as incurred. Included in programming was $1,425,125 in payments made to one of its shareholder's company. Consulting expense was $1,092,517 which included $702,500 in expense relating to common shares issued in return for services. Legal and Audit expense was $64,970 which included $56,600 in expense relating to common shares issued in return for services.
For the period from our inception on January 10, 1996 through September 30, 2007, we had total operating expenses of $5,770,548, less gross profit of $47,351, resulting in net operating losses of $5,723,197.
The Company incurred $300,315 in Interest expense relating to its debt financing for the quarter ended September 30, 2007 and $460,315 for the nine months ended September 30,2007. All 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.
The Impairment loss recorded in the second quarter 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. The Company determined the long term carrying value of the asset could not be supported and recorded the Impairment loss.
The net loss for the three months ended September 30, 2007 was $2,105,804 and for the nine months ended September 30, 2007 was $3,145,362 and since inception, the net loss was $6,193,512.
Our Plan of Operation for the Next Twelve Months
On September 30, 2007 we had no Cash and $593,379 in Current Liabilities. We budgeted to invest a total of $2,000,000 in software development in 2007 and a further $3,000,000 in 2008. We estimated we would need to raise at least an additional $5,000,000 in capital in 2008 in order to continue developing our business. In 2008, we 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. We 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. We also planned to attend a number of industry trade shows and budgeted $250,000 for travel, entertainment and advertising.
We are continuing to have discussions with a number of mobile phone carriers and we were pleased to announce Globalive Communications intent to launch mobile advertising services in Canada using the MyScreen application. We 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 our brand internationally.
As of the date of this report, we are continuing to develop our business of providing marketing and advertising tools for the mobile communications industry. There is no guarantee that we will be able to successfully develop our business or that we will generate sufficient revenues to sustain our operations. We anticipate 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 our existing common stockholders. We are continuing our efforts to raise additional capital from both of these sources.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations - continued
Off-Balance Sheet Arrangements
There are no off balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Working Capital
Under the Securities Purchase Agreement dated May 15, 2008, between us and Orascom Telecom Holdings, S.A.E. we agreed to set aside $3,000,000 of the $10,000,000 invested is us under the Securities Purchase Agreement, in a separate bank account pursuant to an Escrow Agreement, which must be used by us to fund certain technical expenditures.
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
obligations 581,500
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 stock at conversion prices ranging from $1.00 to $1.63 with a weighted average price of $1.33. Subsequent to September 30, 2007, all debentures were converted into common stock at their respective conversion prices and as such, there are no future payments due.
Warrants
As of September 30, 2007, we had no outstanding warrants.
Common Stock
On May 11, 2007, our Board of Directors approved a 4 for 1 forward stock split. During the three month period ended September 30, 2007, the Company issued 270,000 shares of common stock. The total number of shares of common stock outstanding as of September 30, 2007 was 106,235,047.
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. We and our representatives may, from time to time, make written or
verbal forward-looking statements, including statements contained in our filings
with the Securities and Exchange Commission and in our 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.
All statements addressing operating performance, events, or developments that we expect or anticipate 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 I, Item 2, 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. There can be no assurance that any statements of expectation or belief will result or be achieved or accomplished. In addition, we undertake 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. You should carefully review Item 1B of Part II of this 10-Q which sets forth various Risk Factors.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations - continued
Recent Accounting Pronouncements
We do not expect the adoption of any recent accounting pronouncements to have a material effect on our financial statements.
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