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EX-32 - CERTIFICATION - MOBILE AREA NETWORKS INC | man_ex32.htm |
EX-31.1 - CERTIFICATION - MOBILE AREA NETWORKS INC | man_ex31z1.htm |
EX-31.2 - CERTIFICATION - MOBILE AREA NETWORKS INC | man_ex31z2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the quarterly period ended: September 30, 2009 | |
Or | |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the transition period from: _____________ to _____________ |
Mobile Area Networks, Inc.
(Exact name of registrant as specified in its charter)
Florida | 333-18439 | 59-3482752] |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
2772 Depot Street, Sanford, Florida 32773
(Address of Principal Executive Office) (Zip Code)
407-333-2350
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the | ||||||||
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | X | Yes |
| No | ||||
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, | ||||||||
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and | ||||||||
post such files). | X |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. | ||||||||
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Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company | X |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). |
| Yes | X | No | ||||
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As of September 30, 2009, 48,360,788 shares of voting common stock were outstanding |
Mobile Area Networks, Inc.
Index
Page |
PART I FINANCIAL INFORMATION |
Managements Discussion and Analysis of Financial Condition and Results of Operations. Quantitative and Qualitative Disclosures About Market Risk. PART II OTHER INFORMATION Unregistered Sales of Equity Securities and Use of Proceeds. Defaults Upon Senior Securities. |
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements.
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Balance Sheets
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| December 31, 2008 |
| September 30, 2009 |
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| (Unaudited) |
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Assets |
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Current assets: |
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Cash |
| $ | 68,880 |
| $ | 51,932 |
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Accounts Receivable-Net of Allowance for Doubtful Accounts |
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| 3,027 |
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| 19,611 |
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Inventory |
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| 75,972 |
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| 72,809 |
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Total current assets |
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| 147,879 |
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| 144,352 |
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Property and equipment, net of Accumulated Depreciation |
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| 27,846 |
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| 23,205 |
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Other Assets: |
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Security Deposits and Other Assets |
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| 7,092 |
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| 7,092 |
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Total Assets |
| $ | 182,817 |
| $ | 174,649 |
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Liabilities and Stockholders' Deficit |
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Current liabilities: |
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Notes and Capital Leases Payable-Due Within One Year |
| $ | 82,549 |
| $ | 85,113 |
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Accounts Payable and Accrued Expenses |
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| 145,716 |
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| 195,438 |
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Total current liabilities |
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| 228,265 |
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| 280,551 |
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Other Liabilities: |
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Notes and Capital Leases Payable-Due After One Year |
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| 29,234 |
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| 27,833 |
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Accrued Salaries-Related Party |
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| 1,113,973 |
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| 1,193,973 |
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Advances from Stockholders |
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| 179,047 |
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| 293,847 |
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Total Liabilities |
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| 1,550,519 |
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| 1,796,204 |
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Stockholders Deficit |
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Common stock, no par value, authorized 50,000,000 shares, |
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| 4,617,636 |
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| 4,632,636 |
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Paid-In Capital |
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| 56,840 |
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| 56,840 |
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Accumulated Deficit |
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| (6,042,178 | ) |
| (6,311,031 | ) |
Total Stockholders Deficit |
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| (1,367,702 | ) |
| (1,621,555 | ) |
Total Liabilities and Stockholders Deficit |
| $ | 182,817 |
| $ | 174,649 |
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See accompanying notes to financial statements.
1
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Statements of Operations
Three and Nine months ended September 30, 2009 and 2008
(Unaudited)
The accompanying notes are an integral part of these financial statements.
2
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Statements of Cash Flows
Nine months ended September 30, 2009 and 2008
(Unaudited)
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| Nine Months Ended September 30, 2009 |
| Nine Months Ended September 30, 2008 |
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Cash flows from operating activities |
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Net loss for the period |
| $ | (268,853 | ) | $ | (347,723 | ) |
Adjustments to Reconcile Net Loss to Net Cash Flows |
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Depreciation |
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| 4,641 |
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| 6,561 |
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Changes in Assets and Liabilities: |
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Accounts Receivable |
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| (16,584 | ) |
| 18,448 | ) |
Inventory |
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| 3,164 | ) |
| (14,914 | ) |
Prepaid Expenses |
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| (36,279 | ) |
Accounts Payable and Accrued Expenses |
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| 49,722 |
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| (54,002) |
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Accrued Salaries-Related Party |
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| 80,000 |
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| 90,000 |
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Net Cash Flows from Operating Activities |
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| (147,910 | ) |
| (337,909 | ) |
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Cash flows from Investing Activities |
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Acquisitions of Property and Equipment |
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| (30,000 | ) |
Cash Flows from Financing Activities |
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Advances from (Repayments to) stockholders |
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| 114,800 |
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| 31,000 |
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Proceeds from Issuance of Common Stock |
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| 15,000 |
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| 422,004 |
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Increase (Decrease) in Long-Term Debt |
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| 1,162 |
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| 55,037 |
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Net Cash Flows from Financing Activities |
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| 130,962 |
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| 508,041 |
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Net Change in Cash and Cash Equivalents |
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| (16,948 | ) |
| 140,132 |
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Cash and Cash Equivalents-Beginning of Period |
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| 68,880 |
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| 26,920 |
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Cash and Cash Equivalents-End of Period |
| $ | 51,932 |
| $ | 167,052 |
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Cash paid for: |
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Taxes |
| $ | |
| $ | |
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Interest |
| $ | 13,261 |
| $ | 12,175 |
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The accompanying notes are an integral part of these financial statements.
3
MOBILE AREA NETWORKS, INC.
(A Florida Corporation)
Sanford, Florida
Notes to Financial Statements
Note A -
Basis of Presentation
The condensed financial statements of Mobile Area Networks, Inc. (the Company) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Companys annual report on Form10-K.
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation.
Note B -
Going Concern
The Companys financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported net losses of $268,853 and $347,723 for the nine months ended September 30, 2009 and 2008, respectively. As a result, there is an accumulated deficit of $6,311,031 at September 30, 2009. The primary causes of the losses are attributable to the inability of the Company to obtain sufficient sales.
The Companys continued existence is dependent upon its ability to raise capital and/or achieving profitable operations. The Company plans to raise sufficient working capital through equity offerings and restructure debt to lower its monthly payments and interest costs. The Company continues to fund operational deficits through the acquisition of debt and equity financing through private individuals. The Company is currently renegotiating lines of credit and is pursuing venture capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Note C -
Purchase of Assets
On May 16, 2008 the Company purchased inventory ($30,000) and equipment ($29,999) from Vortex Innerspace Products, Inc. The Company made a down payment of $1.00 and issued a promissory note for $59,999. The note bears an interest rate of 4.0% and requires monthly payments of $1,771.44 for thirty-six (36) months. The Company has suspended debt service on the note due to a dispute relating to the sellers compliance with the covenant not to compete.
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Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
Working Capital amounted to $(136,199) at September 30, 2009 compared to $(80,386) at December 31, 2008. Cash amounted to $51,932 at September 30, 2009 as compared to $68,880 at December 31, 2008. As more fully described under the Companys statements of cash flows in the accompanying financial statements, net cash used in operating activities for the nine months ended September 30, 2009 and 2008 was $(147,910) and $(337,909), respectfully, primarily as a result of the Companys net losses. For the nine months ended Septembetr 30, 2009 and 2008, cash was provided primarily by additional stock issuance and advances from stockholders. During the nine months ended September 30, 2009 and 2008, cash was used to fund operations.
As indicated herein, the Companys short term liquidity needs have been satisfied primarily from the continuing sale of the Company stock and advances from stockholders.
Results of Operations
Sales increased during the current period third quarter as compared with the year earlier period. For the three months ended September 30, 2009 sales were $77,449 and for the three months ended September 30, 2008, sales were $36,202, a 114% increase. For the nine months ended Septembert 30, 2009, sales were $243,828 and for the nine months ended September 30, 2008, sales were $167,637, a 31% increase. The increases for the three and nine month periods relate to the Companys ability to obtain additional sales orders and increased production.
Cost of Goods Sold increased for the three month period and decreased for the nine month period. For the three months ended September 30, 2009, Cost of Goods Sold were $77,687 and for the three months ended September 30, 2008, Cost of Goods Sold were $76,634. For the nine months ended September 30, 2009, Cost of Goods Sold were $190,652 and for the nine months ended September 30, 2008, Cost of Goods Sold were $215,691. The increase for the three month period was not significant. The decrease for the nine months relates to the decrease in raw material purchases.
Total Operating Expenses increased to $109,528 for the three months ended September 30, 2009 from $107,569 for the three months ended September 30, 2008. For the nine months ending September 30, 2009, operating expenses increased to $322,029 from $299,669 for the nine months ending September 30, 2008.
Depreciation expense decreased from $6,561 for the year earlier nine month period to $4,641 for the current year nine month period. The decreases result from more of the Companys assets becoming fully depreciated.
Bad Debt Expense was unchanged at $-0- for both the three months ending September 30, 2009 and three months ending September 30, 2008. For the nine months ending September 30, 2009, the Bad Debt Expense was $15,675. For the nine months ending September 30, 2008, Bad Debt Expense was $-0-. The reserve for uncollected accounts is considered adequate based on the current aging.
Interest and Finance Charges increased to $3,796 for the three months ended September 30, 2009 from $3,051 for the three months ended September 30, 2008. Interest and Finance Charges increased to $13,261 for the nine months ended September 30, 2009 from $12,175 for the nine months ended September 30, 2008. The increases for both the three and nine month period relate to higher amounts of average outstanding debt during the current three month and nine month periods.
Outside Services expense increased to $4,363 for the three months ended September 30, 2009 from $3,435 for the three months ending September 30, 2008. For the nine months ended September 30, 2009, Outside Services expense increased to $14,490 from $7,995 for the nine months ended September 30, 2008. The increases relate to increased needs for contracted labor expenses, principally for mold production.
Administrative Payroll and Taxes expense increased to $52,186 for the three months ended September 30, 2009 from $51,981 for the three months ended September 30, 2008. For the nine months ended September 30, 2009, Administrative Payroll and Taxes expense increased to $157,366 from $156,391 for the nine months ended September 30, 2008. The increases principally reflect cost-of-living adjustments..
Professional Services expense decreased to $1,000 for the three months ended September 30, 2009 from $2,000 for the three months ended September 30, 2008. For the nine months ended September 30, 2009, Professional Services
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expense decreased to $1,000 from $4,000 for the nine months ended September 30, 2008. The expense relates to fees paid to its independent accountant for review and auditing services.
Other Operating Expenses increased to $46,636 for the three months ended September 30, 2009 from $43,915 for the three months ended September 30, 2008. Other Operating Expenses increased to $115,596 for the nine months ended September 30, 2009 from $112,547 for the nine months ended September 30, 2008. The increases for the three and nine month periods relate principally to increased spending for marketing, corporate liability insurance and electric utilities expense.
The Net Loss for the Period was $(109,766) for the three months ended September 30, 2009, a decrease from the $(148,001) Net Loss for the Period reported for the three months ended September 30, 2008. The Net Loss for the Period was $(268,853) for the nine months ended September 30, 2009, a decrease from the $(347,723) Net Loss reported for the nine months ended September 30, 2008.
The Net Loss Per Share remained unchanged at $0.00 for the three month periods and $(0.01) for the nine month periods.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Not required by smaller reporting companies.
Item 4.
Controls and Procedures.
Disclosure Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SECs rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding financial disclosure.
As required by SEC Rule 15d-15(e), we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the dsesign and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer/Chief Financial Officer have concluded that our disclosure controls and procedures are not effective.
There have been no changes in the Companys internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1.
Legal Proceedings.
None
Item 1A.
Risk Factors.
Not required by smaller reporting companies.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3.
Defaults Upon Senior Securities.
None
Item 4.
Submission of Matters to a Vote of Security Holders.
None
Item 5.
Other Information.
Forward-Looking Statements
The Quarterly Report on Form 10-Q contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company. Such statements are only predictions and the actual events or results masy differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below as well as those discussed in other filings made by the Company with the Securities and Exchange Commission, including the Companys Annual Report included in its annual filing on Form 10-K.
Item 6.
Exhibits.
31.1
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
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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 thereto duly authorized.
Date: November 12, 2009
| MOBILE AREA NETWORKS INC. | |
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| By: | /s/ George Wimbish |
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| George Wimbish |
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| Director, Chairman and President |
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