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| FCON.OB > SEC Filings for FCON.OB > Form 10KSB on 14-Nov-2008 | All Recent SEC Filings |
14-Nov-2008
Annual Report
Results of Operations
We have incurred net losses and negative cash flows from operations in prior years. As a result of the sale of the shares of our wholly owned subsidiary, FCS, and the assumption of the debt we owed to Jade by FCS, we had a net gain attributable to common shareholders of $856,707 for the fiscal year ended June 30, 2008.
Revenues.
Fiscal Year Ended June 30
$ Increase/ % Increase/
2008 2007 (decrease) (decrease)
Cash and credit sales $ 2,230,895 $ 2,339,253 $ 108,358) (4.6%)
Banner advertising 274,207 229,031 45,176 19.7%
Advertising barter sales 126,394 194,961 (68,567) (35.2%)
Gross revenues $ 2,631,496 $ 2,763,245 $ (131,749) (4.8%)
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We recognized income from FCS's monthly subscription based fees and customization charges at the time services are provided to the customers. Fees received are amortized over the term of the service contract on a straight line basis. Generally, fees received prior to the delivery of service are recorded as deferred revenue. Fiscal year 2008 subscription and customization fees were $2,230,895 compared with $2,339,253 for the fiscal year 2007, a decrease of $108,358 (4.6%).
We also entered into agreements wherein we sell banner advertising space on our clients' websites and share the proceeds generated therefrom with our clients which accounted for approximately $274,207 of our revenues in the fiscal year 2008, an increase of $45,176 (19.7%) over banner advertising revenues for the fiscal year 2007.
We also entered into agreements wherein we barter our services in exchange for advertising services. $126,394 of the revenues we recorded for the fiscal year ended 2008 were for bartered advertising services, which represented a decrease of $68,567 (35.2%) for bartered for advertising services for the fiscal year 2007.
Fiscal year ended June 30
2008 2007 $ Increase % Increase Costs of revenues $ 619,536 $ 465,977 $ 153,559 33.0%
During fiscal year 2008, costs of goods sold was approximately $619,536, which represented an increase of $153,559 (33.0%) over costs of good sold for fiscal year 2007. We negotiated contracts with our content providers such that we were able to add clients without a corresponding increase in our content acquisition costs. Costs of revenues increased in fiscal year 2008 over the prior fiscal year primarily from increased fees in our website content as a result of renewing a number of our vendor agreements that had expired as well as fees incurred in expanding our content to add overseas' exchange data to attract a wider range of clients.
Business Development.
Fiscal Year Ended June 30
Business development expenses decreased from $33,761 for fiscal year 2007 to $395 for fiscal year 2008, a decrease of $33,336 (98.8%), as a result of the Company no longer booking development expenses related to StreetIQ beginning its operations.
General and Administrative.
Fiscal Year Ended June 30
2008 2007 $ Decrease % Decrease
General/Administrative Expense $ 2,089,101 $ 2,167,248 $ (78,147) (3.6%)
%
$ Increase/ Increase/
2008 2007 (decrease) (decrease)
Consulting fees $ 151,244 $ 279,045 $ (127,801) (45.8%)
Commission 130,578 110,375 20,203 18.3%
Legal fees 127,058 3,112 123,946 3,982.8%
Employment expenses 1,124,361 1,102,860 21,501 1.9%
Rent 168,081 117,025 51,056 43.6%
Investor relations 14,534 7,449 7,085 95.1%
Advertising/Marketing 6,600 37,742 (31,142) (82.5%)
Employee stock options 1,400 134,535 (133,135) (99.0%)
Management Fees 60,200 120,000 (59,800) (49.8%)
Other G/A expenses 305,045 255,105 49,940 19.6%
$ 2,089,101 $ 2,167,248 $ (78,147) (3.6)%
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General and administrative expenses consisted primarily of salaries and other employment related expenses. General and administrative expenses totaled $2,089,101 and $2,167,248 for fiscal years ended 2008 and 2007, respectively. Our general and administrative expenses decreased by $78,147 (3.6%) primarily as a result of an increase in professional fees by $123,946 (3,982.8%) as a result of our using outside counsel for legal matters and the change of status of our general counsel from an employee to independent contractor; an increase in our rent expense in the amount of $51,056 (43.6%) as a result of a one-time two-month rent abatement we received in the fist nine months of fiscal 2007; an increase in commissions paid of $20,203 (18.3%), and offset by a decrease in
On July 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment" ("SFAS 123R") that requires companies to expense the value of employee stock purchase plans, stock option grants and similar awards. We adopted SFAS 123R under the modified prospective method, which requires the application of SFAS 123R in 2006 to new awards and to awards modified, repurchased or cancelled after the effective date. Additionally, compensation cost for the portion of outstanding awards for which service has not been rendered (such as unvested options) that are outstanding as of July 1, 2006, shall be recognized by us as the remaining services are rendered.
Amortization and depreciation.
Fiscal Year Ended June 30
2008 2007 $ Increase % Increase
Amortization of intangible $ 183,825 $ 183,825 - 0.0%
Depreciation of PP&E 44,277 37,129 7,148 19.3%
Total Depreciation and Amortization $ 228,102 $ 220,954 7,148 3.2%
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Depreciation and amortization. Depreciation and amortization expenses increased to approximately $228,102 for fiscal year 2008 from approximately $220,954 for fiscal year 2007, an increase of $7,148 or 3.2%. Amortization of contracts purchased from CNET was $183,825 in both years (no increase). Depreciation of property and equipment increased slightly from $37,129 for fiscal year 2007 to $44,277 for fiscal year 2008, an increase of $7,148 or 19.3%. Generally, property and equipment are being depreciated over the estimated useful life of the related assets, generally three to seven years using the straight-line method.
Other income (expense).
Fiscal Year Ended June 30
$ Increase/ % Increase/
2008 2007 (decrease) (decrease)
Other Income
Other income $ 535 $ 1,185 (650) (54.8%)
Gain/(Loss) on change in warrant liability 276,998 (126,499) 403,497 319.0%
Gain/(Loss) on change in derivative liability 653,201 (127,769) 780,970 611.2%
Gain on Retirement of Common Stock 50,000 - 50,000 100.0%
Gain on Sales of Assets & Liabilities of FCS 1,098,195 - 1,098,195 100.0%
Net Other Income 2,078,929 (253,083) 2,332,012 921.4%
Less: Other Expense
Amortization of deferred financing costs 56,403 76,749 (20,346) (26.5%)
Amortization of note discount 361,042 528,810 (167,768) (31.7%)
Interest expense 117,432 101,474 15,958 15.7%
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Extinguishment of debt 225,000 - 225,000 100.0%
Loss on Investment 4,720 - 4,720 100.0%
Net Other Expense 766,592 707,033 59,559 8.4%
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Net other expense was ($960,116) for fiscal year 2007 as compared to net other income of $1,314,332 for fiscal year 2008, an increase in income of $2,274,448 (236.9%). This increase was primarily the result of the gain realized upon the assumption by FCS of the note issued by us to Jade Special Strategy, LLC upon the transfer of our FCS shares to a third party in fiscal year 2008 in the amount of $1,098,195 (100%). This increase is also the result of the gain realized in fiscal year 2008 on the change in the warrant liability related to the warrants issued by us to Jade Special Strategy, LLC in the amount of $403,497 (319.0%) and the gain realized in fiscal year 2008 on the change in the derivative liability related to the three convertible notes issued by us to Jade Special Strategy, LLC in the amount of $780,970 (611.2%), offset by a loss realized in fiscal year 2008 on the extinguishment of debt related to the December 31, 2007 amendments to the convertible notes issued by us to Jade Special Strategy, LLC of $225,000 (no comparable expense in the previous year). The gain on the warrant liability and derivative liability were a result of the warrants and convertible notes issued by us to Jade Special Strategy, LLC no longer having a benefit of conversion as the average market price of the stock share for fiscal year 2008 was below $0.10. The extinguishment of debt is the result of the payment of $75,000 we agreed to pay on each of the three convertible notes issued by us to Jade Special Strategy, LLC in consideration of Jade Special Strategy, LLC extending the maturity date of the convertible notes. We also recorded $10,000 additional principal on each of the notes when the notes were not repaid by May 15, which was offset by our having paid $37,500 in principal during the three months ended March 31, 2008.
Bad debt.
Fiscal Year Ended June 30
Bad debt for fiscal year 2008 decreased by $137,510 (64.1%) over fiscal year 2007 as a result of the write-down of the overage fees incurred by a client in the prior fiscal year.
Liquidity and Capital Resources
To date, we have financed our operations primarily through the revenues earned by FCS and equity and debt financing. As of June 30, 2008, upon accounting for the sale of FCS to a third party, we had approximately $0 of cash, cash equivalents and short-term investments, and working capital deficit of $488,200. The working capital deficit decreased by $1,292,552 (72.6%) from the previous fiscal year primarily as a result of the extinguishment of the debt owed to Jade Special Strategy, LLC and extinguishment of liabilities arising out of FCS' operations resulting from the sale and transfer of all of the outstanding and issued shares of the Company's wholly owned subsidiary, FCS, to a related party in exchange for FCS agreeing to assume the debt secured by the Company's assets and held by Jade Special Strategy, LLC.
Net cash provided by (used in) operating activities was $161,419 for fiscal year 2008 compared to net cash provided by (used in) operating activities of $102,198 for fiscal year 2007. This consisted of the net gain of $856,707, adjusted for the following non-cash expenses: deprecation of $44,277, amortization of intangible assets of $183,825, amortization of deferred financing fees of $56,403, accretion of discount on convertible
Net cash used in investing activities decreased from $56,367 in fiscal year 2007 to $38,492 in fiscal year 2008, a decrease of $17,875 (31.7%). In 2007, these activities consisted entirely of the purchase of property and equipment. In 2008, in addition to purchases of property and equipment, the Company had $6,612 in realized losses on short term securities held for sale.
For fiscal year 2007, we had net cash used by financing activities of ($39,446). For fiscal year 2008, we had net cash used by financing activities of ($133,607). Financing activities for the both fiscal periods were primarily a result of notes and advances from (and repayments to) related parties and cash payments on the convertible notes.
Effective with the transfer of the assets and liabilities of FCS, the Company has no assets and no liquidity. Over the next twelve months, unless we acquire a business generating revenues from operations, we will require external financing to pay for our ongoing business expenses. To ensure the viability of our company we will continue to rely upon external financing as we have in the past. If additional funds are raised through the issuance of equity securities or through convertible notes, dilution to existing shareholders will result.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company sold its revenue generating operations effective as of June 30, 2008 for accounting purposes. We are actively seeking to acquire a business with revenue generating operations. Even if we acquire a business that produces operating revenues, these revenues may not be sufficient to achieve profitability and we will be dependent upon the new business' ability to increase operating revenues and/or our ability to raise money from equity and debt financing as we have done in the past.
Until we acquire a business that generates operating revenues we will continue to finance our ongoing activities with equity and debt financing provided by our affiliates.
In view of these matters, we believe that we have a realistic opportunity to acquire a business that will achieve profitability within the next twelve months.
Contingencies
From time to time, we are subject to proceedings, lawsuits and other claims related to labor and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these contingencies as well as potential ranges of probable losses and establish reserves accordingly. We use professional judgment, legal advice, and estimates in the assessment of outcomes of contingencies. The amounts of reserve required, if any, may change in future periods due to new developments in each matter or changes in approach to a matter such as a change in settlement strategy.
Our disclosure and analysis in this report contains "forward-looking statements". Forward-looking statements are any statements about our future that are not statements of historical fact. Examples of forward-looking statements include projections of earnings, revenues or other financial items, statements of the plans and objectives of management for future operations, statements concerning proposed new products or services, statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, you can identify these statements by the use of words such as "may", "will", "expects", "should", "believes", "predicts", "plans", "anticipates", "estimates", "potential", "continue" or the negative of these terms, or any other words of similar meaning.
These statements are only predictions. Any or all of our forward-looking statements in this report and in any of our other public statements may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, some of which are outlined below under "Risk Factors". Many risk factors mentioned in the discussion in this report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual events or results may differ materially from the outcomes we predict.
These forward-looking statements are made only as of the date of this report, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-QSB and 8-K reports to the SEC. Also note that we provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our businesses. These are factors that we think could cause our actual results to differ materially from expected and historical results. Other factors besides those listed here could also adversely affect us. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
Risk Factors
No operations
We have no current business operations and we may never be able to reach an agreement with an operating entity or other third party to acquire a business with operations. Though we have no operations we do have ongoing expenses and we are dependent upon our affiliates' willingness to continue to financially support us until we acquire a business with operations. The are no assurances that such support will continue.
Control by principal unit holders, executive officers and managers
Our executive officers, board members and affiliates beneficially own or control, collectively, substantially all of the Company's voting securities. Such persons are in a position to elect and remove board members and control the outcome of most matters submitted to members for a vote. Additionally, such persons are able to influence significantly a proposed amendment to our Amended and Restated Articles of Incorporation, a merger proposal, a proposed substantial sale of assets or other major corporate transaction or a non-negotiated takeover attempt. Such concentration of ownership may discourage a potential merger or sale, which, in turn, could adversely affect the value of our common stock.
The price of our common stock is subject to wide fluctuation
The trading price of our common stock is subject to wide fluctuations, which are a result of a number of events and factors.
We have a substantial number of shares of common stock
We cannot predict the effect, if any, that future sales of shares of our common stock, or the availability of shares of our common stock for future sale, will have on the market price of our common stock. Sales of substantial amounts of our common stock, including shares issued in connection with acquisitions, services,
Ownership of our common stock is concentrated in a small group
As of November 10, 2008, 66% of our outstanding common stock is held by one stockholder, Wilfred Shaw, our chairman of the board or directors. The concentration of ownership of our common stock may delay, prevent or deter a change in control, could deprive other stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company or its assets and may adversely affect the market price of our common stock. Also, these stockholders can exert significant control over actions requiring the approval of a majority of the voting stock, including amendments to our charter. Commercial and other transactions between us, on the one hand, and the directors, officers and major stockholders of the Company and their affiliates, on the other, create potential for conflicting interests.
"Penny stock" Regulations may impose certain restrictions on marketability of securities.
The SEC adopted regulations, which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock may be subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser's prior written consent to the transaction.
Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability to sell our common stock in the secondary market.
The market for our Company's securities is limited and may not provide adequate liquidity.
Our common stock is currently traded on the OTC Bulletin Board ("OTCBB"), a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations as to the price of, our securities than if the securities were traded on the Nasdaq Stock market, or another national exchange. There are a limited number of active market makers of our common stock. In order to trade shares of our common stock you must use one of these market makers unless you trade your shares in a private transaction. In the twelve months prior to June 30, 2008, the actual trading volume ranged from a low of no shares of common stock to a high of 382,100 shares of common stock. On most days, this trading volume means there is limited liquidity in our shares of common stock. Selling our shares is more difficult because smaller quantities of shares are bought and sold and news media coverage about us is limited. These factors result in a limited trading market for our common stock and therefore holders of our Company's stock may be unable to sell shares purchased should they desire to do so.
Use of our common stock to pay for third party services could dilute current investors.
In the past we have used our common stock to pay for the services of third party consultants. Further issuances in exchange for such services will dilute current investors.
Future sales of our common stock in the public market could adversely affect the price of our common stock.
Sales of substantial amounts of common stock in the public market that are not currently freely tradable, or even the potential for these sales, could have an adverse effect on the market price for the shares of our common stock. These shares include approximately 10.0 million shares held by founders, investors and service providers, and 666,668 warrants at November 10, 2008.
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