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EAHC.OB > SEC Filings for EAHC.OB > Form 8-K/A on 21-Mar-2011All Recent SEC Filings

Show all filings for EXPLORE ANYWHERE HOLDING CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for EXPLORE ANYWHERE HOLDING CORP


21-Mar-2011

Unregistered Sale of Equity Securities, Change in Shell Company S


Item 3.02 Unregistered Sales of Equity Securities

On February 4, 2011, pursuant to the Explore Agreement, we issued 2,613,750 shares of common stock to the shareholders of Explore. The shares were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by
Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving a public offering.

Information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the issuance of unregistered equity securities in connection with the Acquisition Agreement is incorporated by reference into this Item 3.02.




Item 5.06 Change in Shell Company Status.

Following the consummation of the Acquisition Agreement described in Item 2.01 of this Current Report on Form 8-K/A, we believe that we are not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. We are filing with this Current Report on Form8-K/A the information that would be required if Explore Anywhere Holding Corp. were filing a general form of registration on Form 10.

Item 1. Business

Explore Anywhere Holding Corp. (the "Company") was previously named PorFavor Corp. PorFavor was formed as a Nevada corporation in 1996. Through the transactions described elsewhere in this section, the Company is now called "Explore Anywhere Holding Corp." The Company is in the computer monitoring market, specializing in offering computer monitoring solutions for parents, corporations, and educational facilities. The practices of the Company is described more fully in "Business" section that follows further below.

Business Development

Explore was incorporated in the State of New Hampshire in 2002. In November 2007, Explore was reincorporated as a Nevada corporation. Explore has not been in bankruptcy or receivership at any time. Other than as described below, Explore has not had any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

On December 20, 2010, Explore and its shareholders entered into a Share Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of Explore from its shareholders in exchange for 2,613,750 shares of the Company's common stock (the "Share Exchange"). On February 4, 2011, the Company, Explore and Explore's shareholders closed the Share Exchange and Explore is now a wholly-owned subsidiary of the Company. The Company is presently continuing the development of the technology and software initiated by Explore.

Business

Principal Products

Explore is in the business of selling computer monitoring software and hardware products. One of its products has been designed and developed by the company. With regard to its remaining products, Explore acts as either an affiliated re-seller or rebrands products from outside suppliers.


Explore currently sells one computer software monitoring product ("Spybuddy") of which its management designed and developed in conjunction with an outside contract software engineer. The product "Spybuddy" has historically represented the majority of its sales, efforts remain ongoing to continue to support and develop this product. Explore acts as an affiliate re-seller of two similar products "Mobile Spy" and "Sniper Spy." At present these products are offered for sale on Explore's website, however there are no long term plans to promote or further develop these products. These products have not and do not represent a significant percentage of past or current company revenue. We may discontinue the sale of these products at any time in order to dedicate website space to support company owned product lines. Furthermore, the company has historically and currently offers a hardware keylogger. This product is re-branded by the company as "Keylogger HRD 2010," the company does not design or manufacture this product. The company sources the product from a third party. The company does not currently maintain inventory of this product, and long term decisions regarding future development of this product line have yet to be determined. Explore sells its products through its website and through various third party affiliate channels. The company does not presently sell within any physical retail stores. Explore, Inc. has a goal to continue development of the existing "Spybuddy" product line and to develop further company owned products for application within the monitoring software market.

Distribution Methods

Explore sells its software products in a digital download format. It conducts sales from its website, exploreanywhere.com, and also through a limited network of online affiliate websites through Plimus.com and Regnow.com (affiliate processors). Affiliates sell these products on their own individual websites, the payments are collected by Plimus and Regnow, who then pay ExploreAnywhere Inc. minus a commission.

Competitive Business Conditions

The computer monitoring industry continues to show consistent and substantial growth. Explore operates in this market and believes it will be able to expand into the worldwide marketplace. The market consists of multiple opportunities including Corporate Professional and IT Department employee monitoring, small business employee monitoring, parental control/child monitoring, educational organizations, and numerous other avenues which Explore plans to develop during expansion. The computer monitoring market is made up of many companies. SpectorSoft, Corp., founded in 1998, is an example of one of the largest competitors within the computer monitoring industry. According to Inc.com's "Inc.5000 list", latest available data illustrates that SpectorSoft experienced revenues of $13 million in 2006 with revenues growing to $16.8 million in 2009.

Explore will use multiple strategies in its attempt to gain a competitive edge. Mainly, as a public entity, Explore's increased funding potential may open opportunities for aggressive marketing campaigns, and the ability to offer an ever expanding and innovative product line.

Furthermore, Explore's Internet visibility remains somewhat viable; in spite of the current lack in advertising funds Explore's website still receives approximately 2,500 unique Internet visitors per month. This evidences that Explore, despite limited financial resources, has maintained limited but viable Internet visibility. Explore is determined to further this Internet visibility and believes that with sufficient funding our internet visibility, presence and customer base may significantly increase.

- Employee Monitoring


As corporations, regardless of what industry, continually become more "connected" through Internet and networking technologies their exposure to the risks of employee inefficient time use, leakage of trade secrets (purposeful or inadvertent), or the violation of laws will likely only increase. Today, many corporations in response to the above risks take steps not only to block Internet content, but to also monitor employee Internet activities. A recent article on Computerworld.com Employee Monitoring: When IT is asked to spy suggests that monitoring activities carried out by corporate IT managers may represent 20% of the IT manager's time.

Explore's management believes that Explore's products may be an effective aid for corporate IT managers in monitoring employee Internet activity.

- Parental Control and Child Monitoring

Parents must continually question "What are kids really up to on the computer?" Explore's management believes that Explore has the ability, experience and tools necessary to aide parents in monitoring their children's Internet activities.

The Internet today poses many challenges for today's concerned parent:

Online child sexual predators are an unfortunate and persistent issue. The tragic occurrence of their exploits has been widely publicized by the media, especially television programs such as Dateline NBC, have brought awareness of these dangers to many American households.

Furthermore, in addition to the dangers posed by adults on the Internet, parents today face the growing threat of "cyberbullying" whereby other children extend face-to-face bullying to e-mail, Internet chat rooms, and social networking websites. Current research by the Cyber Bullying Research Center (www. cyberbullying.us) indicates that 15-35% of teenagers have experienced some form of "cyberbullying."

Explore will seek exposure through various media venues in order to demonstrate that its products may be an effective aid for parents in monitoring their children's Internet activities. A recommendation for the utilization of Explore's monitoring software to help protect kids online, through either a paid product feature or notable mention might draw significant attention to the merit of Explore products. Additional market opportunities may arise if partnerships can be established with Internet and "child safety" orientated organizations such as, for example, Parent Teacher Association, Polly Klass Foundation, The Innocent Images National Initiative (IINI), Cyberbullying Research Center, Perverted Justice, National Crime Prevention Council and National Center for Missing and Exploited Children. Explore will seek to partner with these listed corporations and organizations as well as continuing to search for additional market partnerships that may aide the growth of Explore.


Explore does not expect that any government regulations will have an effect on its business.

Explore estimates it will expend $20,000 - $30,000 on research and development during the next 12 months.

There are no costs or effects on Explore with regards to compliance with any environmental laws.

Explore currently has 2 full-time employees and 2 part-time employees.

Item 1A. Risk Factors

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this Current Report on Form 8-K before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our shares of common stock are not currently listed on any national securities exchange. Our shares are quoted on the OTCMarkets.com, which is a quotation system. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Current Report on Form 8-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Current Report on Form 8-K.

Risks Related to our Business

We need additional working capital and without adequate capital, we may not be able to fulfill our business plan.

We need additional working capital to fund our growth. However, we may not be able to access the capital we need on terms acceptable to us. If we can access financing, it may involve issuing debt or equity securities that are senior to our outstanding shares. Any issuance of convertible debt or equity securities may dilute the value of our current shares outstanding. If we issue debt securities or take loans from private investors, we may have to agree to certain covenants as a condition of those loans that restrict the manner in which we run our Company. In addition, if we cannot raise additional capital, it is likely that our potential growth will be restricted and we will be forced to scale back or curtail the implementation of our business plan. If we do not raise the additional capital, the value of your investment may decrease or become worthless.


We depend on the experience of our existing management team and the loss of either our Chairman of the Board or Chief Financial Officer would affect our ability to implement our business plan.

Our performance is substantially dependent on the performance of Bryan Hammond, our President and Chairman of the Board, and Khris Thetsy, our acting Chief Financial Officer. Both executives are knowledgeable about our Company and business plan. The loss of the services of either of these key employees would require us to expend significant time and resources to seek an adequate replacement. We would also have to invest in training and educating such replacement about our business. We have limited resources and it may be difficult for us to offer compensation that would allow us to attract well-qualified executive officers. If the replacement has less experience than our existing executive officers or does not understand our business as well, we may not implement our business plan successfully. Without the expertise of Bryan Hammond and Khris Thetsy or immediate and qualified successors, we may be forced to curtail operations or close the business entirely.

If we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow our business effectively.

Our performance is largely dependent on the talents and efforts of highly-skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly-skilled personnel for all areas of our organization, as well as to identify, contract with, motivate and retain contract personnel on an outsourced basis for special projects. Competition in our industry for qualified employees and contractors is intense. Our continued ability to compete effectively depends on our ability to attract . . .



Item 15. Financial Statements and Exhibits

Please see our financial statements attached as Exhibit 99.1 of this Current Report.


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), the audited financial statements of ExploreAnywhere, Inc., for the fiscal years ended December 31, 2010 and 2009 are attached to this Current Report on Form 8-K/A as Exhibit 99.1.

(b) Pro forma financial information. Pro forma financial information showing the effects of the acquisition of ExploreAnywhere, Inc. are filed with this Current Report on Form 8-K/A as Exhibit 99.2 and cover the following periods:

(c) Shell company transactions. The audited financial statements of ExploreAnywhere, Inc. for the fiscal years ended December 31, 2010 and 2009 are attached to this Current Report on Form 8-K/A as Exhibit 99.1.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K/A.

Exhibit No. Description

99.1 ExploreAnywhere, Inc. Audited financial statements for the years ended December 31, 2008 and 2009

99.2 Pro Forma financial statements showing the effects of the acquisition of ExploreAnywhere, Inc.

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