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HPCSE.OB > SEC Filings for HPCSE.OB > Form 10-K on 8-Feb-2012All Recent SEC Filings

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Form 10-K for HPC POS SYSTEM, CORP.


8-Feb-2012

Annual Report


Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

Certain matters discussed in this annual report on Form 10-K are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:

·

our future operating results,

·

our business prospects,

·

our contractual arrangements and relationships with third parties,

·

the dependence of our future success on the general economy and its impact on the industry in which we are involved,

·

the adequacy of our cash resources and working capital, and

·

other factors identified in our filings with the SEC, press releases and other public communications.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we "believe," "anticipate," "expect," "estimate" or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.


Operations

As HPC did not have significant, meaningful revenues prior to the merger, the transaction was treated as a recapitalization of Mohan, and accounted for on a historical cost basis for all periods presented. Moreover, the financial statements set forth in this report for all periods, prior to the recapitalization, are the financial statements of Mohan and the common stock of Mohan has been retroactively restated to give the effect to the exchange for HPC common stock.

Operations for the fiscal years ended September 30, 2011 and 2010

Our operations were as follows:

                                                     2011        2010

             Sales                               $   656,414 $  490,101
             Commission income                         5,320          -
             Total                                   661,734    490,101
             Cost of sales                           370,615    295,531
             Gross profit                            291,119    194,570

             Expenses:
             Selling, general and administrative     779,550     30,327
             Compensation                            219,890     69,526
             Total                                   999.440     99,853

             Income (loss) from operations         (708,321)     94,717
             Other expense:
              Interest expense                      (17,990)   (35,202)

             Net income (loss)                   $ (726,311) $   59,515

The Company's revenues were severely impacted throughout most of the fiscal year ended September 30, 2010 because of the recession and tight credit conditions in the United States. In addition, the Company was adapting to dealing principally with Price Master Corporation as its principal distributor, and the Company's tight cash position limited its ability to import inventory products on a timely basis. Its vendors insist on being paid in full upon shipment of product. As a result there were severe inventory shortages in the last quarter of that fiscal year.

The Company imports all of its products from a manufacturer in India that demands an open letter-of-credit in its favor prior to shipment. The Company was unable to obtain financing for the purchase of inventory during the nine months ended June 30, 2010. As a result, total sales for that period were limited to $46,000, including no sales during the three months ended December 31, 2009. Upon signing a Revolving Credit Agreement, the Company was able to finance the purchase of inventory which permitted it to commence making shipments to Price Master Corporation at the end of September 2010. Most of the sales in 2011 ($553,500 or 84.3%) relate to one large shipment to Price Master Corporation. From a practical perspective, the Company can generally open a new letter-of-credit for a shipment of inventory from India only after the current shipment has been received and paid. The Company is attempting to locate financing that will permit it to obtain more shipments so that it can service additional customers.

Substantially all compensation was received by Mr. Coles, President. Mr. Coles does not receive a fixed salary. His compensation consists principally of the Company paying expenses and obligations on his behalf. These payments include reimbursement for amounts spent or incurred by Mr. Coles on our behalf. The amount and timing of payments are linked to the Company's cash position. No written arrangement exists.

Selling, general and administrative expenses increased for the fiscal year ended September 30, 2011 by $75,000 relating to consulting agreements that the Company entered into in April 2011 with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements, which can be terminated by the Company with a notice of three months, call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. Also, in August and September 2011, the Company issued 7,532,500 shares of its common stock to 11 individuals for services (of which three individuals receiving 3,500,000 shares involve individuals related to the Company's President). The Company recorded share based compensation in the amount of $627,708 for the year ended September 31, 2011 in connection with these issuances.


Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in "Liquidity" below.

Liquidity

During most of the two fiscal years ended September 30, 2009 we did not have any credit facilities or other commitments for debt or equity financing. As a result, we began having more and more difficulty purchasing inventory to meet the needs of distribution agreements with Price Master Corporation and Yemjada Corporation. The situation worsened and, as a result, the Company had limited sales during the first three fiscal quarters of the year ended September 30, 2010.

In June 2010, the Company obtained a $1,500,000 Revolving Loan and Security Agreement from Ashford Finance, LLC. The two-year agreement provides financing arrangements solely for the purchase of inventory. Its principal terms include:

·

Interest due on loans under the agreement is equal to three percentage points above the prevailing prime lending rate, as defined, except that interest on loans will never be less than 5.5% per annum.

·

An account management fee is charged equal to 3.25% per month of the face amount of each letter of credit or other financing issued to a Company vendor.

·

Loans can be called on demand but, in any event, must be paid immediately upon receipt of proceeds from a customer to which financed inventory was shipped.

·

The Company has pledged substantially all of its tangible and intangible assets as collateral.

·

Liabilities under the Revolving Loan and Security Agreement are guaranteed by Melvin Coles.

·

The Company cannot issue new shares of common stock except to existing shareholders.

·

The Company must pay the cost of insurance premiums covering balances outstanding to protect the lender against defaults and incurs numerous other fees.

At September 30, 2011, there were no amounts outstanding under the line of credit. All amounts borrowed are paid in full when a shipment is received and delivered.

.

Upon executing the Revolving Loan and Security Agreement, we started working with and making shipments to one major distributor. All amounts outstanding under the Revolving Loan and Security Agreement are repaid when a shipment is received and paid for by the customer.

Before receiving the Revolving Credit Agreement, much of our operations were financed through noninterest-bearing loans from our President. As of September 30, 2011, all amounts owed under these loans had been repaid.

We are a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we became a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to our president if there is insufficient cash generated from operations to satisfy these costs.

The Company incurred $50,000 of legal costs as part of the reverse merger/recapitalization transaction with HPC. HPC owed Gary B. Wolff, our outside counsel, $50,000 under a Convertible Promissory Note (the "Note") which bears interest at the rate of 2% per annum. Following negotiation between all parties, it was agreed for the note to be assigned to the Company in satisfaction of its liability for legal services. The $50,000 legal expense is included operating expenses during the fiscal year ended September 30, 2009.

On November 5, 2009, the holder of the Convertible Note assigned $12,500 of the principal balance to JW Financial LLC which converted that entire amount for 12,500,000 shares. On November 10, 2009, the holder of the Convertible Note converted $8,900 of the principal balance for 8,900,000 shares.

On May 3, 2011, the holder of the Convertible Note assigned $15,000 of the principal balance to KJC Consulting Inc., which converted that amount for 15,000,000 shares of the Company, which upon issuance, increased the total number of the Company's outstanding shares from 174,350,000 to 189,350,000 and decreased principal amount of the Convertible Note to $13,600 as of September 30, 2011.


On November 28, 2011, the holder of the Convertible Note assigned $3,000 of the principal balance to Reliance Capital Group Corp. which converted that amount into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

We have not noted a significant seasonal impact in our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future

Item 7A.

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