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| MYSL.PK > SEC Filings for MYSL.PK > Form 10-K on 29-Oct-2009 | All Recent SEC Filings |
29-Oct-2009
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 our financial condition and results of operations 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" at the end of this Item 6. See also "Risk Factors," in Part I, Item I of this Report. 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.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Overview - continued
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.
Critical Accounting Policies and Estimates
The Company's 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. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Annual Report on Form 10-KSB for the year ended December 31, 2007.
The discussion and analysis set forth below covers the following comparative periods: the calendar years ended December 31, 2008 and 2007.
Liquidity and Capital Resources
As of December 31, 2008, total assets were $2,873,007 and our assets included $2,227,734 in cash, including $2,196,599 in restricted cash, a demand note receivable including interest of $438,337, and $182,332 in property & equipment net of depreciation. For the fiscal year ended December 31, 2008, we recorded $99,679 in depreciation. As of December 31, 2008, we had $90,560 in convertible promissory notes payable, net of discount, and $263,805 in accrued expenses. Accrued expenses included legal and audit fees of $47,553 and payables to consultants of $194,802. Our total liabilities as of December 31, 2008, were $354,365.
As of December 31, 2007, we had total assets of $95,545, including, $244 in cash, and $95,301 in property & equipment net of depreciation. For the fiscal year ended December 31, 2007, we recorded $34,881 in depreciation. As of December 31, 2007, we had outstanding, $431,500 in debentures that were convertible into common stock, $149,373 in advances due to a related party and $293,085 in accrued liabilities, consisting of accrued programming expenses of $280,913, and accrued interest of $12,172. Our total liabilities as of December 31, 2007, were $873,958.
During fiscal 2008, in exchange for $10,000,000 in cash, we issued 12,500,000 shares of our common stock along with warrants to purchase 20,000,000 shares of our common stock having an exercise price of $2.00 per share. Even with this financing, we need substantial amounts of additional capital in the near term to continue our operations. At the present time, we are not generating any revenue, and our cash reserves are very low. As of October 5, 2009, cash and cash equivalents were almost zero, while our outstanding debt and accrued liabilities exceeded $1,500,000. In addition, our monthly operating expenses are approximately $300,000. As a result of our current financial condition, our ability to continue as a going concern is dependent on our ability to quickly obtain additional financing, and ultimately achieve and maintain profitable operations. We are in the process of seeking additional capital through the issuance of debt and/or equity securities. Although we believe that we are taking steps to rectify our liquidity position, we cannot assure you that our actions will be successful and that we will be able to continue as a going concern. If we are unable to obtain such additional funding, we may be required to cease operations.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Results of Operations for the Years Ended December 31, 2008 and 2007.
Income
We acquired and began further developing our technology in 2007, and continued developing our technology throughout 2008. We had no income during the years ended December 31, 2008 or 2007.
Expenses
During the year ended December 31, 2008, we incurred $46,043,775 in operating expenses, $38,515,603 of which were consulting fees and $1,802,207 of which was primarily related to programming. Programming payments were all made to third party service providers and were expensed as incurred. Included in programming is $1,022,126 relating to a company controlled by one of our shareholders. Consulting expenses include $36,005,913 relating to the fair value of common shares and warrants issued to consultants for services provided. The warrants issued to Orascom Telecom Holdings, S.A.E. accounted for $23,861,952 of this amount. We incurred $636,042 in advertising and promotion and $370,096 in travel and entertainment, mainly relating to the attendance at a number of trade shows. We incurred $227,593 in legal and audit costs. Selling, general and administrative expenses totaled $697,925 and includes $300,508 relating to premises, $53,629 in office supplies and $128,634 relating to telephone and communication expense. An Impairment loss of $2,902,000 resulted from the full write off of the value ascribed to the shares issued in return for the purchase of technology related to our mobile advertising systems. We determined that the long term carrying value of the assets could not be supported and recorded the Impairment loss.
During 2008, we incurred $110,283 in interest expense relating to debt financing, $98,564 of which resulted from the beneficial conversion of convertible debentures and amortization of the beneficial conversion interest on the convertible promissory notes. Interest income of $45,851 was earned on cash. Accrued interest on the debt totaled $1,911.
During 2008, we incurred $112,935 in salary expense related to the granting on December 4, 2008, of 4,500,000 options to purchase shares of the Company's common stock, having an exercise price of $1.00 per share. Of the options granted, subject to shareholder approval, 750,000 options became vested on December 31, 2008. These options were valued using a Black-Scholes model in accordance with SFAS No.123R. There were no forfeitures during 2008.
In total, during 2008, the Company experienced a net loss of $46,108,207.
During the year ended December 31, 2007, we incurred $4,567,496 in operating expenses, $2,307,077 of which were primarily related to programming, and $1,979,221 of which were primarily related to consulting. Programming payments were all made to third party service providers and were expensed as incurred. Included in programming is $2,305,025 in payments made to a company controlled by one of our shareholders. Consulting expenses include $1,187,554 relating to the fair value of warrants issued to consultants for services provided. An Impairment loss of $10,000 resulted from the full write off of the value ascribed to the shares issued in return for certain patents and trademarks assigned to us. We determined that the long term carrying value of the assets could not be supported and recorded the Impairment loss.
During 2007, we incurred $472,486 in interest expense relating to debt financing, $460,315 of which resulted from the beneficial conversion of convertible debentures. Pursuant to EITF 98-5, we were required to fully amortize the debt discount as the debentures were fully convertible on the date of issuance. Accrued interest on the debt totaled $12,172. During 2007, we experienced a net loss of $5,039,982.
Our Plan of Operation for the Next Twelve Months
As of the date of this report, we are continuing to develop our business of providing marketing and advertising tools for the mobile telecommunications industry. There is no guarantee that we will be able to successfully develop and launch our technology or that it will generate sufficient revenue to sustain our operations. We will need additional capital, which will likely come from issuing additional equity securities in 2009 and 2010. The issuance of additional equity securities will likely dramatically dilute the equity ownership of our existing common stockholders.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Off-Balance Sheet Arrangements
There are no off balance sheet arrangements that have or are reasonably likely to have a material adverse effect on our current or future financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Working Capital
On May 15, 2008, we entered into a Securities Purchase Agreement with Weather Investments, S.P.A., under which in exchange for $10,000,000, we sold 12,500,000 shares of common stock along with a warrant to purchase 20,000,000 shares of our common stock. Under the Securities Purchase Agreement, we agreed to set aside $3,000,000 in a separate bank account pursuant to an Escrow Agreement, and to use such amounts 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. All amounts below relate to
agreements entered into subsequent to December 31, 2008.
Payments Due During Fiscal Years Ending December 31,
Total 2009 2010-2011 2012-2013 Thereafter
Contractual
Obligations:
Software development
contract 2,249,550 2,249,550
Server Hosting IP
Transit Contract 265,141 450,928 416,584 312,438
Convertible promissory
note obligations
Convertible Debenture 500,000 500,000
Unrecorded Contractual
Obligations:
Purchase obligations NIL
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On September 5, 2008, we issued two Convertible Promissory Notes which are convertible at the option of the holders into restricted shares of common stock at $1.50 per share. On September 11, 2009 the holders exercised their option and converted into 66,666 restricted common shares. On September 30, 2009, we issued a Convertible Debenture in the principal amount of $500,000 which is convertible into shares of common stock at $1.00 per share.
Warrants
As of December 31, 2008, we had warrants outstanding to purchase an aggregate of 25,434,697shares of our common stock, 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, 2008 and December 31, 2007, no warrants were exercised.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION - continued
Off-Balance Sheet Arrangements - continued
Common stock
The total number of shares of common stock outstanding as at December 31, 2008, was 129,172,098.
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 us or on our behalf. 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 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, 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 risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including, but not limited, those set forth under Risk Factors, in Part I, Item I of this Report.
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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