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EX-31 - CERTIFICATION - IFCI INTERNATIONAL CORP.exhibit3110q093009.htm
EX-32 - CERTIFICATION - IFCI INTERNATIONAL CORP.exhibit3210q093009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2009


Commission File Number: 333-151312


THE CONNECT CORP.

(Exact name of registrant as specified in its charter)


Nevada

26-2230717

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


2118 – 102nd Crescent North Battleford, Saskatchewan Canada

S9A 1J5

(Address of principal executive offices)

(Zip Code)


1-800-609-0775

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X]  Yes     [  ]  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [  ]  Yes     [X] No (Not required)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  [X]  Yes     [  ]  No


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of November 5, 2009, there were 55,500,000 common shares issued and outstanding



1




PART I – FINANCIAL STATEMENTS


Item 1.  Financial Statements















The Connect Corporation


(A Development Stage Company)


Financial Statements (Unaudited)


For the period from

April 27, 2007 (Inception)

to September 30, 2009



2








The Connect Corporation


(A Development Stage Company)


Index to Financial Statements (Unaudited)


For the period from April 27, 2007 (Inception)

to September 30, 2009



  Page(s)


Balance Sheets as of September 30, 2009 (Unaudited); and as of December 31, 2008

3


Statements of Operations (Unaudited) for the nine month period ended September 30, 2009;

and for the nine month period ended September 30, 2008;  and for the three

month period ended September 30, 2009; and for the three month period ended

September 30, 2008, and from April 27, 2007 (inception) to September 30, 2009

4


Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) for the period from

April 27, 2007 (Inception) to September 30, 2009

5


Statements of Cash Flows (Unaudited) for the nine month period ended September 30, 2009;

and for the nine month period ended September 30, 2008;  and for the period

from April 27, 2007 (inception) to September 30, 2009

6


Notes to the Unaudited Condensed Financial Statements

7-8



3




The Connect Corporation

(A Development Stage Company)

Balance Sheets



 

 

September 30,

 

 

December 31,

 

 

2009

 

 

2008

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

$

-

 

$

-

Total current assets

 

-

 

 

-

 

 

 

 

 

 

Total assets

$

-

 

$

-

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

5,720

 

$

100

Total current liabilities

 

5,720

 

 

100

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

Common stock, par value $.001, 450,000,000 shares

 

 

 

 

 

authorized, 55,500,000 shares issued and outstanding (see Note 4)

 

 

 

 

 

 

 

55,500

 

 

55,500

Additional paid-in capital

 

(14,449)

 

 

(33,004)

Deficit accumulated during the development stage

 

(46,771)

 

 

(22,596)

Total stockholders’ equity (deficit)

 

(5,720)

 

 

(100)

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

$

-

 

$

-














See accompanying notes to financial statements (unaudited).



4




The Connect Corporation

 (A Development Stage Company)

Statements of Operations (Unaudited)



 

 

For the Nine

 

 

For the Nine

 

 

For the Three

 

 

For the Three

 

 

From April 27,

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

2007 (Inception)

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

to September 30,

 

 

2009

 

 

2008

 

 

2009

 

 

2008

 

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

24,175

 

 

19,846

 

 

4,092

 

 

7,047

 

 

46,771

Operating loss before income taxes

 

(24,175)

 

 

(19,846)

 

 

(4,092)

 

 

(7,047)

 

 

(46,771)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit (expense)

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available to common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders

$

(24,175)

 

$

(19,846)

 

$

(4,092)

 

$

(7,047)

 

$

(46,771)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(.00)

 

$

(.00)

 

$

(.00)

 

$

(.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

55,500,000

 

 

55,500,000

 

 

55,500,000

 

 

55,500,000

 

 

 




See accompanying notes to financial statements (unaudited).



5




          The Connect Corporation

          (A Development Stage Company)

Statement of Stockholders’ Equity (Unaudited)

For the period from April 27, 2007 (Inception) to September 30, 2009


 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Total

 

Common Shares

 

Paid-in

 

 

During the

 

 

Stockholders’

 

Shares

 

 

Amount

 

 

Capital

 

 

Development Stage

 

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 27, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

(Inception)

-

 

$

-

 

$

-

 

$

-

 

$

-

Common shares issued for

 

 

 

 

 

 

 

 

 

 

 

 

 

cash at $.001 per share,

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2007

55,500,000

 

 

55,500

 

 

(46,250)

 

 

-

 

 

9,250

Loss during the period from

 

 

 

 

 

 

 

 

 

 

 

 

 

April 27, 2007 (Inception) to

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

-

 

 

-

 

 

-

 

 

(200)

 

 

(200)

Contributed capital

-

 

 

-

 

 

200

 

 

-

 

 

200

Balance, December 31, 2007

55,500,000

 

 

55,500

 

 

(46,050)

 

 

(200)

 

 

9,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the twelve month

 

 

 

 

 

 

 

 

 

 

 

 

 

period ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

-

 

 

-

 

 

-

 

 

(22,396)

 

 

(22,396)

Contributed capital

-

 

 

-

 

 

13,046

 

 

-

 

 

13,046

Balance, December 31, 2008

55,500,000

 

 

55,500

 

 

(33,004)

 

 

(22,596)

 

 

(100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the nine month

 

 

 

 

 

 

 

 

 

 

 

 

 

period ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

-

 

 

-

 

 

-

 

 

(24,175)

 

 

(24,175)

Contributed capital

-

 

 

-

 

 

18,555

 

 

-

 

 

18,555

Balance, September 30, 2009

55,500,000

 

$

55,500

 

$

(14,449)

 

$

(46,771)

 

$

(5,720)






See accompanying notes to financial statements (unaudited).



6




The Connect Corporation

(A Development Stage Company)

Statements of Cash Flows (Unaudited)


 

 

 

 

 

 

 

 

For the Period

 

 

For the Nine

 

 

For the Nine

 

 

From April 27,

 

 

Months Ended

 

 

Months Ended

 

 

2007 (Inception)

 

 

September 30,

 

 

September 30,

 

 

to September 30,

 

 

2009

 

 

2008

 

 

2009

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

$

(24,175)

 

$

(19,846)

 

$

(46,771)

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

 

net cash used in operating activities:

 

 

 

 

 

 

 

 

Mining expenses contributed by

 

 

 

 

 

 

 

 

related party

 

-

 

 

2,500

 

 

2,500

Changes in operating liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

5,620

 

 

1,254

 

 

5,720

Net cash used in operating activities

 

(18,555)

 

 

(16,092)

 

 

(38,551)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

-

 

 

-

 

 

-

Net cash provided by investing

 

 

 

 

 

 

 

 

activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from subscriptions

 

 

 

 

 

 

 

 

Receivable

 

-

 

 

9,250

 

 

9,250

Contributed capital

 

18,555

 

 

6,842

 

 

29,301

Net cash provided by financing activities

 

18,555

 

 

16,092

 

 

38,551

 

 

 

 

 

 

 

 

 

Net increase in cash

 

-

 

 

-

 

 

-

Cash at beginning of period

 

-

 

 

-

 

 

-

Cash at end of period

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

$

-

Cash paid for income taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 








See accompanying notes to financial statements.  

 



7




The Connect Corporation

(A Development Stage Company)

Notes to Financial Statements (Unaudited)


1.

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed financial statements have been prepared by The Connect Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed in March, 2009.  Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2009.


2.  

ORGANIZATION


Formally known as Adicus Energy Corporation, the Company was incorporated on April 27, 2007 in the State of Nevada.  In February, 2009, the Company changed its name to The Connect Corporation.  The Company’s operations are primarily based in the state of Florida.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


Formerly an exploration stage company that primarily engaged in the acquisition, exploration and development of resource properties, the Company is currently a development stage company that seeks to identify organizations that have attained critical mass thresholds of members, affiliates and customers with established electronic communication and delivery systems.  The Company provides value added benefits to these organizations that can significantly enhance the financial well being through the cost effective electronic installation of the Net Savings Connection web based savings system.  To date, the Company’s activities have been limited to its formation, minimal operations and the raising of equity capital.


3.

SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable,




8




The Connect Corporation

 (A Development Stage Company)

Notes to Financial Statements (Unaudited)


3.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


USE OF ESTIMATES (CONTINUED)


disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


4.

GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of September 30, 2009, the Company has a negative working capital balance of $5,720 and an accumulated deficit of $46,771.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, successfully implement its newly adopted business plan and realize profitability, as well as recurring operating cash flows.  In response to these factors, management intends to raise additional funds through public or private placement offerings, and to expedite to the extent possible the implementation of its newly adopted business plan.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


5.  RECENT ACCOUNTING PRONOUNCEMENTS


In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.


Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.




9




The Connect Corporation

 (A Development Stage Company)

Notes to Financial Statements (Unaudited)


5.  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUTED)


Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple- Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.



6.  INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under FASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the basis of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry forwards generated during the period from April 27, 2009 (date of inception) through September 30, 2009 of $46,771 will begin to expire in 2027.  Accordingly deferred tax assets of approximately $16,370 were offset by a valuation allowance, which increased by $8,461 and $6,946 during the nine months ended September 30, 2009 and 2008, respectively.


The Company adopted the provisions of uncertain tax positions as addressed in FASB ASC 740-10-65-1, on April 27, 2007. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits.


The Company has no tax position at September 30, 2009 and December 31, 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2009 or December 31, 2008. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.













10




Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


The Connect Corp. is a Nevada corporation originally incorporated as Adicus Energy Corp. on April 27, 2007.  We changed our name on October 16, 2007, to Iron Head Mining Corporation.  On March 17, 2009, we filed a Certificate of Amendment changing our name to The Connect Corp.


Our previous business focus was on mineral exploration.  In January 2008, we obtained an option to acquire a 100% interest in a mineral claim located in the Smithers Mining Region in the Province of British Columbia, Canada.  The option was terminated due to our inability to meet option payment and exploration cost requirements.  Since that time, the Company has undergone a revision to its business plan.  


Since the adoption of its revised business plan, the Company has continued to focus its efforts on the raising of equity capital for the completion and launch of its web-based membership savings system, which will offer families options to reduce their monthly spending.    Through the savings website, members will have access to discounts, sales, and other venues for saving on purchases.  Vendors will supply these savings to Members and pay Connect Corp. a commission.  Products available through the website will include everything from groceries to dining, travel, shopping, banking, and more everyday expenses.


The target customers will be both individuals and large businesses, the latter of which can offer the savings to employees as a fringe benefit.  The cost to the employer will be small per employee, but the employee will be entitled to savings from manufacturers, retailers, and other businesses.  We will collect fees from both businesses, individuals who sign up for membership, as well as businesses that offer discounts through the website.


As of September 30, 2009, the Company had not generated any revenues.  Since inception, the Company had incurred expenses of $46,771, consisting solely of mining, selling, and general and administrative expenses.  For the nine-month period ended September 30, 2009, the Company had expenses totaling $24,175, compared to $19,846 for the same period in 2008.  Expenses for the three month period ended September 30, 2009 were $4,092, compared to $7,047 for the same period in 2008.  


Over the next 12 months, it is expected that we will need approximately $50,000 to meet our expenses.  Expenses include legal and accounting fees, salaries and general and administrative expenses.  In order to develop its business plan, the Company will be required to raise capital through the sale of equity, the issuance of debt or a combination of both.  The failure to raise capital may result in curtailing the development of its business plan, or potentially the failure to continue the Company’s operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable.




11




Item 4(T).  Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based upon his evaluation as of September 30, 2009, he concluded that those disclosure controls and procedures are effective.


Internal Control over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.


Management's Report on Internal Control over Financial Reporting


Connect’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


We have assessed the effectiveness of the Company's internal control over financial reporting as of the quarter end dated September 30, 2009. In making the assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control-Integrated Framework." Based on that assessment, we have concluded that, as of the quarter ended September 30, 2009, our internal control over financial reporting is effective based on those criteria.


PART II – OTHER INFORMATION


Item 6.  Exhibits


The following exhibits are incorporated into this Form 10-Q Quarterly Report:


Exhibit No.

Description

3.1

Articles of Incorporation [1]

3.2

By-Laws[2]

3.3

Articles of Amendment [3]



12






31.1

Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2

Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1

Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

[1]  Incorporated by reference from the Company's S-1 filed with the Commission on May 30, 2008.

[2]  Incorporated by reference from the Company's S-1 filed with the Commission on May 30, 2008.

[3]  Incorporated by reference from the Company’s Current Report on Form 8-K filed April 23, 2009.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                                                                          THE CONNECT CORP.



Date November 13, 2009

/s/ Ken Waters

Ken Waters, President, Chief Financial Officer/Controller, Principal Executive Officer, Director






13