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| HSYN.PK > SEC Filings for HSYN.PK > Form 10-Q on 14-Aug-2008 | All Recent SEC Filings |
14-Aug-2008
Quarterly Report
You should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this report.
We intend that our forward-looking statements be subject to the safe harbors created by the Exchange Act. The forward-looking statements are generally accompanied by words such as "intend," "anticipate," "believe," "estimate," "expect" and other similar words and statements and variations or negatives of these words. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the heading "Risk Factors" in this report filed with the Securities and Exchange Commission. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from our anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by Homeland Security Network, Inc. will be achieved. We disclaim any intention or obligation to update or revise any forward-looking statements contained in the documents incorporated by reference herein, whether as a result of new information, future events or otherwise.
Overview
The Company is a Nevada corporation formed in 1993. HSNI's principal executive office is located at 7920 Beltline Rd, Suite 770, Dallas, TX 75254. HSNI's telephone number is (972) 386-6667. HSNI's website is www.hsni.us.
From 1998 until the third quarter of 2004, the Company provided financial products and related services to the new and pre-owned automotive finance industry. The Company primarily purchased and subsequently sold automobile finance receivables collateralized by new and pre-owned automobiles. The receivables were predominately purchased from automobile retailers nationwide and sold to banks and credit unions.
The Company changed its name to Homeland Security Network, Inc. (OTC: HSYN) on March 1, 2005 to reflect the direction of a new course of business. The Company intends `Homeland Security Network, Inc.' to be recognized as a provider of technology products and services for tracking and recovering valuable mobile assets. The Company anticipates its new course of business will capitalize on rapidly emerging, largely under-served, GPS tracking markets. HSNI plans to serve the concerns and requirements of the individual consumer and corporations. HSNI predominantly targets markets such as commercial trucking and cargo management, commercial fleet management, equipment rental and personal vehicle tracking. These markets could have a potential demand in excess of 100 million units in the United States, Canada and Mexico over the next decade. The Company expects to impact the GPS tracking industry with state-of-
the-art software, as well as with its ability to provide low cost tracking hardware, and its ability to offer a cost-effective data transmission fee. The Company's GPS products incorporate map tracking and trailing, geo-fencing alerts for designated parameter infringements, and the ability to control vehicle functions with voice commands from its customers' web-enabled mobile phones or personal computers, via the company's internet website system software. The Company plans to continually enhance features.
In the fourth quarter of 2007, the Company began a second business segment. HSNI has secured distribution rights to a patented water restoration technology, which represents a substantial opportunity in the multi-billon dollar global water purification market. The Company has proposed the use of its services in the United States and several foreign counties. The Company is in the process of changing its name to Global Ecology Corporation. Management has decided that this new name will better reflect the new direction of the Company into various forms of environmental restoration. A substantial part of the Company's business will be conducted internationally and the new name will help establish this presence.
The Company has supported two events at the United Nations and has sponsored a third on May 2, 2008. This dinner reception is part of the Company's association with International Renewable Energy Organization ("IREO"), a Brazilian private partner of the United Nations. In attendance were Ambassadors, Government Officials and entertainment celebrities. Peter Ubaldi, President & CEO of the Company has been appointed as Chairman of IREO's Water Restoration Committee. The Company has proposed its remediation technology for Lake Rodrigo in Brazil as part of its expanding marketing efforts in Central and South America.
HSNI has entered into a joint venture with HumaClean, a Texas based soil
remediation and re-seller of processed soil for consumer and commercial users.
The first project is underway in Juarez, Mexico and the next site has been
designated as Monterey, Mexico. The Company believes that revenue from these
activities will begin to be recorded in the third quarter of 2008 and the first
order of its processed soil has been received for in excess of $2,000,000. The
Company has agreed to advance $800,000 to the venture and this will be paid back
before the year end. As of June 30, 2008 the Company had advanced $700,000 to
the venture. The terms of the pay-back call for the initial revenue to be used
to repay the advance, however the Company at its discretion can allow a portion
of the repayment to be left in the Venture for working capital.
Plan of Operation
In August 2004, the Company ceased its activities in the automobile finance business and has completed the orderly liquidation of the auto receivable portfolio. Its focus is in several new markets with new products for the GPS industry and the water purification industry. The Company anticipates this business will capitalize on rapidly emerging, largely under-served, GPS tracking markets and the worldwide need for water purification.
The Company completed the purchase of the software which supports its GPS tracking technology from Rodwell Software Systems, Inc. ("RSSI"). From the 1st quarter of 2005 until December of 2007, the Company had operated this system under a licensing agreement from RSSI; however, RSSI was issued a total of 8,855,760 shares of the Company's common stock for this purchase. The total purchase price of the software was $116,682.
The purchase from RSSI provided the Company with technology products and support services for tracking and recovering valuable mobile assets. HSNI's plan further incorporates engaging and developing strategic alliances with third party sale and installation entities and distributors that have a distinct sales and marketing presence in the automobile retail industry, and the commercial and government sectors. The Company expects these types of engagements to be particularly beneficial and anticipates the results of such alliances to create name recognition for the Company.
Ultimately, the Company expects to generate sustaining revenues derived primarily from the sale and installation of its GPS products and components to domestic end users and third party users generated from non-prime finance companies and "buy here, pay here companies. Additionally, the Company expects to generate revenues relating to the sale of service contracts, for which terms of service are anticipated to
range from 12 to 36 months and are payable in full upon activation of the related tracking unit, as well as subsequent renewals of previous service contracts.
Costs for product development are expensed as incurred and include salaries, fees to consultants, and other related costs associated with the development of products. The Company's product development effort has thus far been outsourced to third parties. Because the rate of achievement is unpredictable, product development expenses may vary significantly from period to period. Such variability can have a significant impact on the Company's income from operations and cash flows.
In the fourth quarter of 2007, the Company began a second business segment. HSNI has secured distribution rights to a patented water restoration technology, which represents a substantial opportunity in the multi-billon dollar global water purification market. The Company has proposed the use of its services in the United States and several foreign counties.
The Company has supported two events at the United Nations and has sponsored a third on May 2, 2008. This dinner reception is part of the Company's association with International Renewable Energy Organization ("IREO"), a Brazilian private partner of the United Nations. In attendance were Ambassadors, Government Officials and entertainment celebrities. Peter Ubaldi, President & CEO of The Company has been appointed as Chairman of IREO's Water Restoration Committee. The Company has proposed its remediation technology for Lake Rodrigo in Brazil as part of its expanding marketing efforts in Central and South America.
HSNI has also entered into a joint venture with HumaClean, a Texas based soil
remediation and re-seller of processed soil for consumer and commercial users.
The first project is underway in Juarez, Mexico and the next site has been
designated as Monterey, Mexico. The Company believes that revenue from these
activities will begin to be recorded in the third quarter of 2008 and the first
order of its processed soil has been received for in excess of $2,000,000.
Ultimately, the Company expects this activity to become a major business segment contributing sustaining revenues.
Going Concern
The Company's consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. Management is seeking various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. The funding would alleviate the Company's working capital deficiency and increase profitability. The Company has secured a line of credit for the purchase of inventory. This will reduce the need for the Company to use its working capital to acquire inventory for re-sale. However, it is not possible to predict the success of management's efforts to achieve profitability or to secure additional funding. Also, there can be no assurance that additional funding will be available when needed or, if available, that its terms will be favorable or acceptable. Management has also renegotiated certain present liabilities in order to alleviate the working capital deficiency.
If the additional financing or arrangements cannot be obtained, the Company would be materially and adversely affected and there would be substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if the Company becomes unable to continue as a going concern.
Financial Condition and Results of Operations
Comparison of the Three and Six Months Ended June 30, 2008 and 2007
Product Sales
For the three months ended June 30, 2008, revenues from product sales decreased by 60 %, or $18,947 as compared to the same period a year ago, primarily due to a decrease in activation revenue and sale of tracking devices. For the six months ended June 30, 2008, revenues from product sales decreased by 42 %, or $24,953 as compared to June 30, 2007.
Cost of Sales
For the three months ended June 30, 2008, cost of product sales decreased by 54 %, or $8,157 as compared to the same period a year ago, primarily due to the decrease in the sale of tracking devices and their related costs. For the six months ended June 30, 2008, cost of product sales decreased by 67 %, or $28,981 as compared to June 30, 2007.
Operating Expenses
Operating expenses incurred were $806,889 and $257,759 respectively for the three months ended June 30, 2008 and 2007. Operating expenses incurred were $1,126,566 and $416,687, respectively for the six months ended June 30, 2008 and 2007.
Significant expenditures for operating expenses for the three and six months ended June 30, 2008 and 2007 were:
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2008 2007 2008 2007
Compensation and
benefits 123,388 164,929 225,991 273,645
Office occupancy and
equipment 32,892 15,789 41,855 30,753
Professional and
consulting fees 30,934 54,713 160,934 77,276
Sales development 391,756 - 457,396 -
Depreciation and
amortization 11,874 1,588 17,840 3,177
Marketing expense 29,039 - 30,750 -
Other debt settlement
fees 169,882 - 169,882 -
Other operating expense 17,124 20,740 21,918 32,016
Total expenses 806,889 257,759 1,126,566 416,687
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Compensation and benefits decreased by $41,541 and $47,654, respectively, for the three and six months ended June 30, 2008 as compared to the same periods a year earlier primarily due to a decrease in accrued employee benefits expense.
Office, occupancy and equipment increased by $17,103 and $11,102, respectively for the three and six months ended June 30, 2008 as compared to the same periods a year earlier primarily due to a increase in rent and associated rent expense as a result of opening a new office in Keasbey, NJ.
Professional fees decreased by $23,779 and increased by $83,658, respectively, for the three and six months ended June 30, 2008 as compared to the same periods a year earlier primarily due to varying needs related to legal counsel and accounting services.
Depreciation and amortization expense increased $10,286 and $14,663, respectively for the three and six months ended June 30, 2008 as compared to the same periods a year earlier due to the depreciation of leasehold improvements made to the Keasbey, NJ office in 2008 and amortization of capitalized software acquired in September 2007.
The Sales development and marketing expenses increased $420,795 and $488,146, respectively for the three and six months ended June 30, 2008 as compared to the same periods a year earlier due to the Company entering the water purification industry and aggressively pursuing this business during 2008. The Company utilizes the services of several consultants to establish business relationships which include foreign governments, domestic government agencies, partnerships with United Nations groups and humanitarian organizations.
Other debt settlement fees increased $169,882 and $169,882 for the three and six months ended June 30, 2008 as compared to the same periods a year earlier due to the Company incurring additional fees related to the settlement of notes by common stock.
Operating expenses for Form 10-KSB for 12/31/06 included interest expense of $144,322. This amount should have been classified in other expenses.
Interest Expenses
Interest expense as an other expense decreased by $41,350 and $60,782, respectively for the three and six months ended June 30, 2008 as compared to the same periods a year earlier, primarily due to the settlement of certain outstanding debt from issuances of common stock.
Liquidity
The Company's consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. Management is seeking various types of additional funding such as the issuance of additional common or preferred stock, additional lines of credit, or the issuance of subordinated debentures or other forms of debt will be pursued. The funding should alleviate the Company's working capital deficiency and increase profitability. However, it is not possible to predict the success of management's efforts to achieve profitability. Also, there can be no assurance that additional funding will be available when needed or, if available, that its terms will be favorable or acceptable.
These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. Management is seeking to raise additional capital and to renegotiate certain liabilities in order to alleviate the working capital deficiency.
Due to recurring operating losses and the Company's current working capital deficit, there is a need to obtain additional funding of working capital for the Company to operate as a going concern. The Company incurred operating losses of $1,104,135 and $400,895 for the six-month periods ending June 30, 2008 and 2007, respectively. In 2008, the Company has been able to minimally sustain its working capital needs based on capital derived primarily from: issuances of additional common stock; notes payable and advances from related parties; and from the sale of tracking devices along with the associated airtime charges of these devices.
The Company's cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the following table:
For the Six Months Ended
June 30,
2008 2007
Cash provided by (used in):
Operating activities $ (1,066,410 ) $ 363
Investing activities (104,275 ) -
Financing activities 1,175,450 -
Increase/(decrease in cash) $ 4,765 $ 363
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Net cash used in operating activities for the six months ended June 30, 2008 increased to $1,066,410 from net cash provided by operations of $363 for the six months ended June 30, 2007 primarily due to increased spending related to the Company entering the water purification industry. The Company increased spending for sales development and advanced $700,000 under its joint venture agreement with Huma Clean of Palestine, Texas.
Net cash used by investing activities was $104,275 for the six months ended June 30, 2008 compared to net cash used by investing activities of $0 for the six months ended June 30, 2007 as a result of disbursements for leasehold improvements and office furniture for the subleased space located at 140 Smith Street, Suite 200, Keasbey, New Jersey.
Net cash provided by financing activities was $1,175,450 for the six months ended June 30, 2008 compared to net cash provided by financing activities of $0 for the six months ended June 30, 2007 as a result of financing the purchase of the other intangible assets and the advances and notes payable obtained from related parties.
Market for Common Stock; Volatility of Prices
There has been a limited public trading market for Common Shares of the Company. There can be no assurance that a regular trading market for the Common Shares will ever develop or, if developed, that it will be sustained. The market price of the Common Shares could also be subject to significant fluctuations in response to such factors as variations in the anticipated or actual results of operations of the Company or other companies in the automotive finance and GPS tracking industries, changes in conditions affecting the economy generally, analyst reports, general trends in industry, and other political or socioeconomic events or factors.
Off Balance Sheet Arrangements
The Company does not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
Deferred Tax Valuation
The Company continues to incur tax net operating losses, which are available to carry forward and offset future taxable income. These net operating losses were generated, principally as a result of losses resulting from the operations of the Company. A deferred tax asset results from the benefit of utilizing these net operating loss carry-forwards in future years.
Due to the current uncertainty of realizing the benefits of the tax NOL carry-forward, a valuation allowance equal to the tax benefits for the deferred taxes has been established. The full realization of the tax benefit associated with the carry-forward depends predominately upon the Company's ability to generate taxable income during future periods, which is not assured.
Indemnification of Directors and Officers
Subject to and subsequent to an appointment or election as an officer or director, the Company provides contractually indemnification. The Company agrees to indemnify the positions of directors and officers as follows: A director or officer shall not be liable for any claim or demand on account of damages in any manner. The Company agrees to indemnify and hold directors or officers, without limitation, harmless from any and all damages, losses (which shall include any diminution in value), shortages, liabilities (joint or several), payments, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or nature whatsoever, specifically including without limitation, fees, disbursements and expenses of attorneys, accountants and other professional advisors and of expert witnesses and cost of investigation and preparation. A director or officer will be indemnified from any decision or action taken prior to his or her hire date as a director or officer.
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