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Quotes & Info
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| FCON.OB > SEC Filings for FCON.OB > Form 10-Q on 19-Nov-2008 | All Recent SEC Filings |
19-Nov-2008
Quarterly Report
FinancialContent, Inc. (hereinafter "FinancialContent" or the "Company" or "we") is a Delaware corporation formed on October 15, 1996. Our operations have been primarily through two wholly owned subsidiaries: FinancialContent Services, Inc. ("FCS") and StreetIQ.com, Inc. ("StreetIQ").
On or about May 9, 2008, we entered into an agreement to transfer all of the issued and outstanding shares of our wholly owned subsidiary, FCS, to a related party in consideration of the full release of the secured debt held by Jade Special Strategy, LLC ("Jade"), in the amount of $1,165,000 (the "Debt") which obligation we defaulted upon on March 23, 2008. The Debt was assumed by FCS. An Information Statement was furnished in accordance with the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended, by the Company in connection with the transfer of FCS. The proxy was mailed on July 3, 2008 and the transaction for the sale of FCS officially closed on July 24, 2008. For accounting purposes we have concluded that the transfer of FCS occurred on June 30, 2008.
FCS was our main operating subsidiary. Accordingly, we are now a "shell" corporation and are searching for a new company with operations to acquire.
The transfer was made in accordance with the terms of a Stock Purchase Agreement dated as of May 9, 2008, between us, FCS, Jade, and Wing Yu. Below is a summary of the terms of the Stock Purchase Agreement:
• Purchaser. Wing Yu, our Chief Executive Officer and Director.
• Transfer. We transferred all of the outstanding and issued shares of our wholly owned subsidiary, FCS, to Purchaser.
• Liabilities Assumed. FCS has assumed the outstanding and existing Debt owed by us to Jade, and Jade has released us from the Debt and recorded a UCC-3 financing statement terminating the security interest on our assets.
• Liabilities Not Assumed. Our unsecured debt was not assumed by FCS which amount was approximately $538,200.
• Forbearance Regarding Foreclosure. In consideration of Jade forbearing on its rights to foreclose on our assets, we issued Jade a promissory note in the amount of $50,000 at an interest rate at 6% compounded annually that shall mature in two years from date of issuance. In addition, the warrants issued by us to Jade in connection with the Debt will remain in effect with a reduced exercise price reset to $0.75.
• Divestiture of Ownership. Wing Yu, the prior CEO of the Company, surrendered 500,000 shares of FCON common stock beneficially owned by him to the Company.
Prior to the sale and transfer of FCS to a third party, through the auspices of FCS, we specialized in the integration and delivery of financial data and tools into websites, corporate intranets and print media. From scrolling tickers and stock charts to SEC filings, corporate news and much more, we offered a complete
collection of market data that can be seamlessly integrated into websites. We essentially packaged financial data into discrete, manageable, interactive content modules that are delivered through our Studio platform. The FCS content is static or dynamically categorized, filtered, searchable, and enabled for web or wireless alerts. The content may also be personalized by individuals or customized by content administrators.
Current quarter activity
Operations during the prior year have not been continued into the current year. The only two items affecting the current year's operations were (1) $750 interest expense (6% APR simple interest) accrued on an active note payable of $50,000; and (2) $33,336 of income related to the change in the estimated value of outstanding warrants. The Company calculated the value of the warrants using the following assumptions: Volatility of 320.73% to 327.21%; Discount rate of 4.88% to 5.07%; No dividend yield; expected life of 2.39 to 2.69 years; and an exercise price of $0.75.
Liquidity and Capital Resources
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.
Plan of Operations
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.
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