Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
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[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30, 2009
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[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from __________ to
______________
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000-18272
Commission
File Number:
FAR VISTA INTERACTIVE
CORP
(Exact
name of registrant as specified in its charter)
Nevada
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87-0467339
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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365 Simon Fraser Cres, Saskatoon,
Saskatchewan
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S7H 3T5
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(Address
of principal executive offices)
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(Zip
Code)
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(306)
230-3288
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
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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.
Yes
[X] No [ ]
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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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
[ ] No
[ ]
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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. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[ ] No
[X]
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APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.
Yes
[ ] No
[ ]
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APPLICABLE
ONLY TO CORPORATE ISSUERS
20,617,468
Class A common shares outstanding as of November 17,
2009
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(Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable
date.)
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2
FAR
VISTA INTERACTIVE CORP.
TABLE
OF CONTENTS
Page
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PART
I
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Item
1. Financial Statements
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4 |
Item
2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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5 |
Item
3. Quantitative and Qualitative Disclosures About
Market Risk
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11 |
Item
4T. Controls and Procedures
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11 |
PART
II
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Item
1. Legal Proceedings
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13 |
Item
1A. Risk Factors
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13 |
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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13 |
Item
3. Defaults Upon Senior Securities
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13 |
Item
4. Submission of Matters to a Vote of Security
Holders
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13 |
Item
5. Other Information
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13 |
Item
6. Exhibits
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14 |
Signatures
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15 |
3
PART
I
ITEM
1. FINANCIAL
STATEMENTS
The
accompanying unaudited, condensed, consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 8-03
of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included. All such adjustments are of a normal recurring
nature. Operating results for the nine month period ended September
30, 2009, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2009. For further information
refer to the consolidated financial statements and footnotes thereto included in
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
Page
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Unaudited
Consolidated Financial Statements
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Consolidated
Balance Sheets
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F-1 |
Unaudited
Consolidated Statements of Operations and Comprehensive
Loss
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F-2 |
Unaudited
Consolidated Statements of Cash Flows
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F-3 |
Notes
to Unaudited Consolidated Financial Statements
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F-4 to F-7 |
4
FAR
VISTA INTERACTIVE CORP.
(A
Development Stage Company)
Consolidated
Balance Sheets
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||||||||
September
30, 2009
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December
31, 2008
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|||||||
(Unaudited)
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||||||||
Current
Assets
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||||||||
Cash
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$ | 1,329 | $ | 36 | ||||
GST
receivable (Note 3)
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4,687 | 23,810 | ||||||
Total
Current Assets
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6,016 | 23,846 | ||||||
Total
Assets
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$ | 6,016 | $ | 23,846 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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||||||||
Current
Liabilities
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||||||||
Accounts
payable and accrued expenses
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$ | 237,671 | $ | 60,745 | ||||
Accounts
payable (related parties) (Note 4)
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636,446 | 477,590 | ||||||
Shareholder
loan (Note 5)
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37,587 | - | ||||||
Loan
payable (related parties) (Note 4)
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465 | - | ||||||
Total
Current Liabilities
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912,169 | 538,335 | ||||||
Stockholders'
Deficit
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||||||||
Class
A Common Stock - authorized 100,000,000 shares of $0.001 par value;
20,617,468 and 19,867,468 issued and outstanding as of September 30, 2009
and December 31, 2008, respectively
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20,618 | 19,868 | ||||||
Additional
paid in capital
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88,663 | 14,413 | ||||||
Accumulated
deficit
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(1,013,555 | ) | (611,533 | ) | ||||
Accumulated
other comprehensive income
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(1,879 | ) | 62,763 | |||||
Total
Stockholders' Deficit
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(906,153 | ) | (514,489 | ) | ||||
Total
Liabilities and Stockholders' Deficit
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$ | 6,016 | $ | 23,846 |
The
accompanying notes are an integral part of these unaudited consolidated
financial statements
F-1
FAR
VISTA INTERACTIVE CORP.
(A
Development Stage Company)
Unaudited
Consolidated Statements of Operations and Comprehensive Loss
For
the three and nine month periods ended September 30, 2009 and 2008
and
for
the period from February 21, 2008 (Date of Inception) to September 30,
2009
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||||||||||||||||||||
For
the three months ended
September
30,
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For
the nine months ended
September
30,
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February
21, 2008
(Date
of Inception) to
September
30, 2009
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||||||||||||||||||
2009
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2008
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2009
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2008
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses
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General
and administrative
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35,749 | 6,016 | 42,297 | 12,677 | 57,775 | |||||||||||||||
Professional
fees
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14,917 | 10,778 | 29,991 | 29,405 | 83,635 | |||||||||||||||
Public
relations and marketing
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- | - | 175,000 | - | 175,000 | |||||||||||||||
Consulting
fees
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67,725 | - | 67,725 | - | 67,725 | |||||||||||||||
Research
and development
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36,294 | 29,609 | 87,009 | 539,895 | 629,420 | |||||||||||||||
Total
Expenses
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154,685 | 46,403 | 402,022 | 581,977 | 1,013,555 | |||||||||||||||
Net
loss for the period
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(154,685 | ) | (46,403 | ) | (402,022 | ) | (581,977 | ) | (1,013,555 | ) | ||||||||||
Comprehensive
loss
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||||||||||||||||||||
Foreign
currency translation adjustment
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(35,538 | ) | 16,626 | (64,642 | ) | 18,387 | (1,879 | ) | ||||||||||||
Total
Comprehensive loss
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$ | (190,223 | ) | $ | (29,777 | ) | $ | (466,664 | ) | $ | (563,590 | ) | $ | (1,015,434 | ) | |||||
Net
loss per common share, basic and diluted
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0. 05 | ) | ||||||||
Weighted
average number of common shares used in
calculation
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20,503,338 | 19,782,849 | 20,081,754 | 11,743,644 |
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
F-2
FAR
VISTA INTERACTIVE CORP.
(A
Development Stage Company)
Unaudited
Consolidated Statements of Cash Flows
For
the nine month period ended September 30, 2009 and 2008 and
for
the period from February 21, 2008 (Date of Inception) to September 30,
2009
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||||||||||||
For
the nine months ended
September
30,
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February
21, 2008
(Date
of Inception) to
September
30, 2009
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2009
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2008
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Cash
From Operating Activities:
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Net
(loss)
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$ | (402,022 | ) | $ | (581,977 | ) | $ | (1,013,555 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities
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||||||||||||
Stock
issued for services
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75,000 | - | 75,000 | |||||||||
Changes
in operating assets and liabilities
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||||||||||||
GST
receivable
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20,572 | (27,726 | ) | (6,548 | ) | |||||||
Accounts
payable and accrued expenses
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176,925 | 49,682 | 237,670 | |||||||||
Net
Cash Flows Used In Operating Activities
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(129,525 | ) | (560,021 | ) | (707,433 | ) | ||||||
Cash
From Financing Activities:
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||||||||||||
Due
to related party
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90,932 | 528,825 | 634,919 | |||||||||
Loan
proceeds from related party
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465 | 4,033 | 465 | |||||||||
Loan
proceeds from shareholders
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36,225 | - | 36,225 | |||||||||
Proceeds
from investor deposits
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- | 27,381 | - | |||||||||
Proceeds
from sale of common stock
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- | - | 34,281 | |||||||||
Net
Cash Flows Provided By Financing Activities
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127,622 | 560,239 | 705,890 | |||||||||
Foreign
currency translation adjustment
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3,196 | (53 | ) | 2,872 | ||||||||
Net
change in cash and cash equivalents
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1,293 | 165 | 1,329 | |||||||||
Cash
at beginning of period
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36 | - | - | |||||||||
Cash
at end of period
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$ | 1,329 | $ | 165 | $ | 1,329 | ||||||
Supplemental
disclosure of cash flow information:
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||||||||||||
Interest
paid
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$ | - | $ | - | $ | - | ||||||
Income
taxes paid (refund)
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$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
F-3
FAR
VISTA INTERACTIVE CORP.
Notes
to the Unaudited Consolidated Financial Statements
For
the nine month period ended September 30, 2009
Note
1— Nature and
Continuance of Operations
Organization
On April
1, 2008, Far Vista Interactive Corp., (“the Company”) entered into a Share
Exchange Agreement (the “Exchange Agreement”) among Far Vista Holdings Inc., a
private Saskatchewan corporation (“Far Vista”), a wholly owned subsidiary of
1010423651 Saskatchewan Ltd., formed for the purpose of completing the
acquisition of Far Vista on February 21, 2008, and the stockholders of Far Vista
(the “Far Vista Stockholders”). Under the terms of the Exchange
Agreement the Company agreed to acquire all of the issued and outstanding shares
of Far Vista resulting in Far Vista being a direct, wholly-owned subsidiary of
the Company. Upon the subsidiary acquisition of Far Vista by the
Company, the Company agreed to issue to the shareholders of Far Vista an
aggregate of 10,416,600 shares of the common stock of the
Company. Closing of the Exchange Agreement occurred on May 14, 2008
(the “Closing Date”). Refer to Note 5 – Business Combination for additional
details.
In
connection with the closing of the acquisition of Far Vista, the Company
completed a private placement of 3,000,000 Units at a price of $0.10 per unit
pursuant to Regulation S of the Securities Act of 1933. Each Unit
consisted of one share of common stock and one share purchase warrant to acquire
a further share of common stock at $0.20 per share for a period of one year from
the date of issue. The warrants expired unexercised subsequent to the fiscal
year ended December 31, 2008. Funds from the placement were used to retire
existing Company debt.
Following
the completion of the acquisition of Far Vista, the Company is now engaged in
the business of the development, distribution, marketing and sale of video game
software products and online video games.
On
September 16, 2008, the Company changed its name to Far Vista Interactive Corp.
from China Titanium & Chemical Corp.
Going
Concern
These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern. At September 30, 2009, the Company had not yet achieved
profitable operations, has accumulated losses of $1,013,555 since inception, has
a working capital deficiency of $906,154 and expects to incur further losses in
the development of its business, all of which casts substantial doubt about the
Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due. Management has no formal plan in place
to address this concern but considers that the Company will be able to obtain
additional funds by equity financing and/or related party advances; however
there is no assurance of additional funding being available.
The
interim consolidated financial statements present the balance sheet, statement
of operations, statement of cash flows of Far Vista Interactive Corp and wholly
owned subsidiary Far Vista Holdings Inc. The interim financial
information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of September
30, 2009, and the results of operations, and cash flows presented herein have
been included in the financial statements. All such adjustments are of a normal
and recurring nature. Interim results are not necessarily indicative
of results of operations for the full year.
The
consolidated financial statements have, in management’s opinion, been
properly prepared within the framework of the significant accounting
policies summarized below.
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F-4
FAR
VISTA INTERACTIVE CORP.
Notes
to the Unaudited Consolidated Financial Statements
For
the nine month period ended September 30, 2009
Note
2 — Summary of Significant Accounting Policies
Principles of
Consolidation
The
consolidated financial statements include the accounts of the Company, and its
wholly owned subsidiary, Far Vista Holdings Inc. All inter-company
transactions have been eliminated.
Development Stage
Company
The
Company is a development stage company as defined in the FASB Accounting
Standards Codification (“ASC”) Topic 915. The Company is
devoting substantially all of its present efforts to establish a new
business and none of its planned principal operations have
commenced. All losses accumulated since inception has been
considered as part of the Company’s development stage
activities.
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Foreign Currency
Translation
The
functional currency of the Company is the US Dollar. The functional
currency of Far Vista is the Canadian Dollar. Accordingly,
assets and liabilities of Far Vista are translated into US dollars at the
exchange rate in effect at the balance sheet date and capital accounts are
translated at historical rates. Statement of operations
accounts are translated at the average rates of exchange prevailing during
the period. Translation adjustments arising from the use of
differing exchange rates from period to period are included in the
accumulated other comprehensive gain (loss) account in stockholders’
deficit. Transactions undertaken in currencies other than the
functional currency of the entity are translated using the exchange rate
in effect as of the transaction date. Any exchange gains and
losses are included in the Statement of
Operations.
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Basic Loss Per
Share
The
Company reports basic loss per share in accordance with the ASC Topic 260,
“Earnings Per Share”. Basic loss per share is computed using
the weighted average number of shares outstanding during the
period. Fully diluted earnings per share are not presented
because they are anti-dilutive. At the end of the period
presented, the Company had no other common stock
equivalents.
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Research and Development
Costs
Research
and development costs are expensed in the year in which they are
incurred.
Recently Enacted Accounting
Standards
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.
F-5
FAR
VISTA INTERACTIVE CORP.
Notes
to the Unaudited Consolidated Financial Statements
For
the nine month period ended September 30, 2009
Note
2 — Summary of Significant Accounting Policies (Continued)
Recently Enacted Accounting
Standards (continued)
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.
Note
3 — GST Receivable
GST
receivable of $4,686 consists of refundable tax credits for the Goods and
Services Tax (“GST”) paid on purchases with respect to the operations of
Far Vista in Canada. Far Vista files annual returns with
respect to the GST transactions.
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Note
4 — Related Party Transactions
On
February 22, 2008, Far Vista and 10142361 Saskatchewan Ltd. (dba “Far Vista
Studios”) entered into a Licensing Agreement for Far Vista to obtain the world
wide right and license to use of the Trademarks and the System in connection
with the operation of “Run The Gauntlet”, a leading edge, multi-player First
Person Shooter video combat game, in accordance with the terms of the Licensing
Agreement (the “Agreement”). Far Vista Studios is 100% owned by Richard Buckley,
an officer and director of the Company and the sole officer and director of Far
Vista. Under the terms of the Agreement, Far Vista agreed to reimburse Far Vista
Studios for certain research and development costs associated with the
development of “Run the Gauntlet” TM
.
During
the nine month period ended September 30, 2009, the Company has received
invoices for reimbursement from Far Vista Studios totaling $98,414
(CAD$106,887). Included in this related party payable, a total of $82,866
(CAD$90,000) was invoiced by officers and directors of Far Vista for services
provided to Far Vista Studios. As of September 30, 2009, the balance sheet
reflects the accounts payable to related parties of $636,446
(CAD$691,244).
On
February 26, 2009, the Company received USD $465 ($600 CAD) from a company
controlled by a shareholder of Far Vista Interactive Corp. The
proceeds were for general working capital. As of September 30, 2009, the balance
sheet reflects the loan payable to related parties of $465. The loan is in
non-interest bearing with no specific terms of repayment.
Note
5 — Shareholder Loan
During
the nine month period ending September 30, 2009, a shareholder of the Company
made loans in the amount of $42,731 to the Company.
F-6
FAR
VISTA INTERACTIVE CORP.
Notes
to the Unaudited Consolidated Financial Statements
For
the nine month period ended September 30, 2009
Note
6 — Commitments and Contingencies
On May
27, 2009, the Company entered into an agreement (“Nassau Agreement”) with Nassau
International Consultants, Inc (“Nassau”) to provide the Company with public and
financial communications services and serve as required as the Company liaison
and spokesperson. In consideration for the services rendered by Nassau, the
Company agreed to compensate Nassau through the issuance of seven hundred and
fifty thousand (750,000) shares of common stock and one hundred thousand dollars
($100,000) cash. The duration of the Nassau Agreement is six (6) weeks, and the
Company has an option to extend the agreement for a negotiable fee.
An amount
of $175,000 was expensed during the nine months ending September 30, 2009 as
consulting fees to $75,000 with respect to the issuance of 750,000 shares at
$0.10 per share and $100,000 in cash. 750,000 shares were issued and
an amount of $40,000 was paid towards the $100,000 amount payable.
Note
7 — Subsequent Events
Subsequent
to the period ended September 30, 2009, the amount of $60,000 was paid against
the $100,000 owing to Nassau and thus the accounts payable to Nassau was paid in
full.
Subsequent
to the period ended September 30, 2009, the Company received a total of $60,050
by way of shareholder loans. The loans are
non-interest bearing and have no fixed term of repayment.
The
Company has evaluated subsequent events from the balance sheet date through
November 17 2009 and determined that there are no other items that require
disclosure.
F-7
ITEM
2.
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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FORWARD-LOOKING
STATEMENTS
This
quarterly report contains forward-looking statements relating to future events
or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors which may cause our or our
industry's actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.
Such
factors include, among others, the following: international, national
and local general economic and market
conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its
growth; the ability of the Company to successfully make and integrate
acquisitions; raw material costs and availability; new
product development
and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of
significant customers or
suppliers; fluctuations and difficulty in
forecasting operating results; changes in business
strategy or
development plans; business disruptions; the
ability to
attract and retain qualified personnel; the ability
to protect technology; and other factors referenced in this and previous
filings.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Given
these uncertainties, readers of this Form 10-Q and investors are cautioned not
to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
All
dollar amounts stated herein are in US dollars unless otherwise
indicated.
Business
Development
We were
incorporated in the State of Nevada on January 14, 1988, under the name “Arrow
Management, Inc.”. On October 21, 1999, a Certificate of Amendment to
the Articles of Incorporation was filed with the State of Nevada changing our
name from “Arrow Management, Inc.” to “W-Waves USA, Inc.” On August
31, 2004, a Certificate of Amendment to the Articles of Incorporation was filed
with the State of Nevada changing our name from “W-Waves USA, Inc.” to “China
Titanium & Chemical Corp.” Prior to the acquisition of Far Vista,
we had no business operations and were a public shell with nominal
assets. On the closing of the agreement with Far Vista we undertook
the business of Far Vista consisting of the development, distribution, marketing
and sale of video game software and online video games. On September 16, 2008, a
Certificate of Amendment to the Articles of Incorporation was filed with the
State of Nevada changing our name from “China Titanium & Chemical Corp.” to
Far Vista Interactive Corp.
The
Company has one (1) wholly-owned subsidiary, Far Vista Holdings
Inc. All of the current activities of the Company are currently
undertaken by its subsidiary.
5
Business
of Issuer
Current
Operations
Prior to
being acquired, Far Vista Holdings was a private corporation incorporated
pursuant to the laws of the Province of Saskatchewan on February 21,
2008. On February 22, 2008, Far Vista Holdings and 10142361
Saskatchewan Ltd. (dba Far Vista Studios) entered into a Licensing Agreement for
Far Vista Holdings to obtain the worldwide right and license to use of the
Trademarks and the System in connection with the operation of “Run The
Gauntlet” in
accordance with the terms of the Licensing Agreement. Since the
inception of Far Vista Holdings, its business objective has been the
development, distribution, marketing and sale of video game software and the
in-house development of online active video games. Far Vista Holdings
develops online active video games for the PC, Microsoft Xbox 360, Sony
PlayStation consoles, and online game community making video games more
appealing to First Person Shooter (“FPS”) types of gamers and non-gamers
alike.
Description of Video Game
Software Product - “Run The Gauntlet” (the “Gauntlet”)
The
Gauntlet is believed to be a leading-edge, multi-player FPS combat
game. The game can be set in multiple universes, from the age of the
Knights to well into the future on distant planets, and contested by people
located throughout the world using their PC computers and internet
connections. The players must run the gauntlet, facing dangers from,
and causing danger to, each of the other players in the game as well as built in
game hazards. Players purchase game play tokens via an online billing
system working with Far Vista Studios. Players then exchange tokens
for entrance into one of the numerous online “Run the Gauntlet” games
areas. Within the game, players attempt to gather tokens through
exploration, combat, and longevity while playing against other real
people. In some game versions, the players must choose when to
attempt to exit the game with their tokens or risk the chance of losing them all
if they are killed. Players who successfully exit the game with their
tokens can convert their tokens back into real money. Another version
of the game will be based on a predetermined time duration, where a player need
only survive until the game’s time has expired to keep the money they have
collected during the game.
A typical
game might contain 100 player creation locations (where players enter the game),
five (5) exit portals, and numerous non-real player characters. There
are many possible game scenarios. Once game scenario is at the start
of the game, a known percentage (75%) of all entrance fees is distributed as
treasure throughout the game area. A player can choose to gather
enough treasure to return their entrance fee, plus a modest return on investment
and then make a run for one of the exits. Alternatively, the player
could choose to go for the gold and stay in the game for as long as possible,
hoping to be the last player standing and exiting. Another player may
decide to try and camp near one of the exits, letting other players gather the
treasure, in the expectation they can defeat them in combat as they attempt to
leave the game. However, in this scenario, only those players who
successfully exit with their tokens can reap real-world rewards, as players left
standing within the arena at the end of the game get
nothing. Depending on the entrance or buy-in fee, a player could win
as much as US$100 to US$100,000, or more, during the course of a single
game. Far Vista Holdings also has a “non-money” version of the game
which allows gamers to practice and eliminate the risk of the “learning curve”
as they become more familiar with the game.
At this
time, the English version will be the original version produced in the first
fifteen (15) months followed in the next five (5) to fifteen (15) months by
several other languages including Mandarin, Korean, Japanese, French and
German.
Distribution
Methods and Marketing Strategy
Far
Vista’s overall strategy is to finalize development of and market its FPS game
known as the “Run The Gauntlet”. Far Vista intends to continue with
development of multi-player internet, online games which are competitive and
where the opportunity to win money is a primary motivator. Far Vista
intends to leverage its intellectual properties, using core technologies that
can be used to develop specific applications for almost all current video games
that do not require source code interfaces, to design products that have
defensible technologies and short time-to-market development
cycles. In addition, Far Vista intends to create a dedicated online
game community that is avatar-based and that offers social networking features
to target monthly internet gamers worldwide.
6
Online
gaming is the most popular net application after e-mail for China’s
citizens. Throughout the world, gaming leagues and companies are
organizing competitions where cash prizes are now worth more than
US$100,000. Competitions are now televised live and covered by major
publications and newspapers such at MTV, CNN, ESPN, USA Network, ABC World News
Today, FOX, WB and other media companies looking for a unique
advantage. All Far Vista games are intended to be competitively
priced for the consumer market. Currently there are at least 20
different FPS video games on the market, crossing all of the various video game
platforms, including Xbox360, PS2, PS3, Nintendo and PC’s. The number
of consoles for PS2, according to Sony, is more than 110,000,000, while
Microsoft’s Xbox 360 is nearing 10,000,000 units.
Far Vista
will rely upon multiple sales channels including:
1.
|
Selling
directly to consumers via online sales and television
infomercials.
|
|
2.
|
Developing
strategic alliances with other businesses with mutual business interest
(OEM)
|
|
3.
|
Launching
products into retail by selling directly to retailers and distributors
with relationships with Far Vista target
retailers.
|
The
following demographics will reflect the demographics of the people tracked by
Computer Gaming World Magazine’s 2005 Survey.
Player:
|
85%
are male
|
||
Age:
|
Broad
appeal – 21 to 60 years
|
||
Specific
appeal – 30 to 50 years
|
|||
Mean
age – 33 years
|
|||
Income:
|
US$70,500
per year
|
||
Buying
Habits:
|
Spend
US$73 to US$85 per game on video game purchases
|
||
Buy
approximately 2.5 games every two months
|
|||
Own
up to 57 games of all types
|
|||
Playing:
|
Spend
14 to 20 hours a week playing games
|
||
Play
PC online games at least 8 times per week for 15 plus
hours
|
|||
More
than 75% of these people will own multiple consoles
|
Far
Vista's initial target marketing efforts will be focused on three
areas. The target markets can be broken into defining categories
including the primary and secondary markets for the Gauntlet. The
gamers are referred to as “Core Gamers”, “Players”, and “Casual Gamers” with the
“Core” group representing approximately 53% of US$4.7 billion of all online and
console game sales. Primary 1 target market represents the “Core”
while the Primary 3 target market represents those people in the “Players” and
‘Casual” definitions.
Primary
1 – FPS Gamers
Far
Vista’s primary market will be to those gamers who are already hooked on and
enjoying the FPS types of games. This is the most popular style of
game for the hard-core gamers. There are approximately 35 to 40
million gamers playing FPS on legal and original copies of these games across
all the various game platforms. This group is expected to contribute
the largest percentage of players who, when given the chance to be rewarded for
their ability, will drive sales.
Based on
the numbers of players in this category alone, it is not unreasonable to expect
the sale of at least 500,000 units for the PC as well as 500,000 units for the
Xbox 360.
Primary
2 – Traditional Gamblers
The
second primary target is the Traditional Gambler. Far Vista intends
to market and appeal to their sense of adventure in beating the odds and the
desire to win big. With gambling popular in all countries, this
market segment is at least as large as the FPS segment, if not larger by 100
times. However, the appeal of a FPS to “win” money may require more
time to take a foothold.
7
Primary
3 – Adrenaline Junkies
The third
primary target market in the segment composed of “Adrenalin
Junkies”. These gamers are playing other extreme action sports and
action games. Adrenalin junkie gamers are always pushing the limits
of the game and looking for more and more excitement and “leading edge”
involvement. These types of gamers live vicariously through their
online heroics and accomplishments.
Test
Markets
The
Gauntlet has been tested in Canada, the United States, Germany, Singapore and
China. As the game nears completion, it is crucial it be tested in
its “beta” form, that includes its’ user account and payment systems, in several
other countries and locations. The Beta centers include the following
locations, available through Bruce Hoggard, our Executive Vice-President of
International Development, Corporate Relations and Business
Systems.
With the
importance of Asia, and, particularly China, the first test center outside of
Canada will be located in Shanghai, China. The process will be
handled and overseen by Cansino, a local marketing company with contacts
throughout China, Europe and North America. Shanda, the third largest
game company in China, will continue to be the test center for the beta form of
the game. In this form we will test the integration of the Gauntlet
payment system with Shanda’s user account system.
In Japan,
the Japan Marketing Association will head up and operate the testing
process.
In China,
there will be two organizations involved in the testing process. The
first is Alcom Asia. Alcom Asia will assist in the testing and
collecting of feedback. The second organization is the Polytechnic
University of Hong Kong. With the Polytechnic University of Hong
Kong, Far Vista will have access to many male students who fit the gamer profile
and can provide valuable comments and suggestions as the game is developed and
tested.
Far Vista
recognizes Indonesia as being the fourth largest population in the world and a
potential market for the Gauntlet. Located
in Jakarta and Singapore, MarkPlus Institute of Marketing will have the
responsibility of testing the game during the development period.
The
European beta test center will be located in Germany and be operated by m&p
Public Relations GmbH. The company will assist Far Vista in obtaining
European reaction to the game, provide comments and recommendations on how to
improve and hype-up the initial prototypes.
The
Korean beta test center is yet to be confirmed. Far Vista intends to
have the test center established prior to month three (3) in the final
development process.
Far Vista
plans on establishing beta test centers in Canada, the United States, England,
India, Thailand and several other countries included in our Executive
Vice-President of International Development’s network of business
contacts.
With the
global ability to test and play the game in its final development, there is also
the benefit of being able to test the web connections and portals by having
various geographic testing centers play against each other.
Final
Launch Development
On
September 17, 2009 the Company announced that Sony Online Entertainment (San
Diego, CA) has agreed to test Far Vista Tournament: Run The Gauntlet at their San Diego
facility. Bringing
the first skills based tournament experience to the online world Far Vista
Interactive is looking forward to joining forces with Sony
Entertainment. The PS3 is a cutting edge console system that offers
gamers an unparalleled immersive experience. Sony Online
Entertainment brings unparalleled excitement to the online world.
The
Company is expected to continue to pursue the North America market during the
remainder of 2009, and continue its efforts into 2010. The Company is
continuing to pursue its efforts in China.
Far Vista
is presently in negotiations with Shanda to distribute the Gauntlet in China
after being reviewed and recommended by several lower level management of
Shanda. Shanda currently has approximately 54 million online user
accounts. Should the execution of a distribution agreement occur
between the parties, Far Vista and Shanda would require approximately four (4)
months of database integration to allow Gauntlet to properly communicate with
Shanda’s user account system. The integration will be undertaken by
five (5) computer data base programmers. Modification to the game art
assets requested by Shanda will also be completed over this time period.
8
Far Vista
Studios is currently in the development and testing stage of its North American
web based distribution, sales and user account system.
Far
Vista’s initial marketing efforts will be focused on four areas:
(a)
|
Clearly
defining the company/video game software product message to create
reseller and end user awareness and demand for the
Gauntlet.
|
|
(b)
|
Developing
a video game software product strategy that appeals to both major
retailers and consumers, including: (i) delivery of the Gauntlet that
commands prominent retail shelf space; (ii) create attractive, eye
catching retail packaging; and (iii) achieve consumer price points
(comparably priced to other video games).
|
|
(c)
|
Establishing
the "Far Vista" brand as a pioneer and leader in the
category.
|
|
(d)
|
Creating
an active experience for casual and avid gamers alike with a dedicated
online game community.
|
Liquidity
and Capital Resources
Summary of Working Capital
and Stockholders' Equity
As of
September 30, 2009, the Company had negative working capital of $906,154
compared with negative working capital of $715,930 as of June 30, 2009 and
$514,489 as of December 31, 2008. The Company’s negative working
capital has increased as a result of continuing on research and development
expenditures, as well as a result of costs associated with a public relations
and marketing agreement undertaken in the reporting period.
Liquidity
As of
September 30, 2009, we have very little cash. Loans from shareholders
and related parties and sales of equity are currently our only source of
liquidity. The ability of our Company to meet our financial
liabilities and commitments is primarily dependent upon continuing loans and the
continued issuance of equity to new shareholders, and our ability to achieve and
maintain profitable operations. Management believes that our
Company's cash and cash equivalents and cash flows from operating activities
will not be sufficient to meet our working capital requirements for the next
twelve month period. We project that we will require an estimated
additional $2,500,000 over the next twelve month period to fund our operating
cash shortfall. Our company plans to raise the capital required to
satisfy our immediate short-term needs and additional capital required to meet
our estimated funding requirements for the next twelve months primarily through
the private placement of our equity securities. There are no
assurances that we will be able to obtain funds required for our continued
operation. There can be no assurance that additional financing will
be available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business.
There is
substantial doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon obtaining further long-term
financing, successful and sufficient market acceptance of our video game
software products and achieving a profitable level of operations. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.
Sources of Working
Capital
During
the nine months ended September 30, 2009 the Company's primary sources of
working capital has come from related party loans. The Company
does not currently have any funds with which to progress its business plan and
has been operating with funds provided by a company of which the beneficial
owner is a shareholder of the Company.
9
Results
of Operations
Revenues:
The
Company did not generate any revenues in the nine months ended September 30,
2009 and does not expect to generate any revenue until the Company can raise
additional capital to launch Run the Gauntlet.
Research and
Development Expense:
For the
nine months ending September 30, 2009, research and development expenses were
$87,009 as compared to $539,895 for the nine months period ending September 30,
2008. The reduction in research and development expense relates to
the fact that in 2008 we reflected an extraordinary expense for research and
development as we completed the acquisition of Far Vista Holdings Inc. and
research and development expenses were reflected from prior periods as well as
the period ended September 2008. For the three month period ending
September 30, 2009, the research and development expenses were $36,294 as
compared to $29,609 for the same period ending September 30, 2008.
General and
Administrative Expenses:
General
and administrative expenses for the nine months ending September 30, 2009 were
$42,297 as compared to $12,677 for the nine month period ending September 30,
2008. For the three month period ending September 30, 2009, the
general and administrative expenses were $35,749 as compared to $6,016 for the
same period ending September 30, 2008. The increase is related to
increased expenses for travel related to our fund raising and development
efforts.
Professional
expenses:
Professional
expenses for the nine month period ending September 30, 2009 were $97,716
compared to $29,405 for the nine month period ending September 30, 2008, and for
the three month period ending September 30, 2009, the professional expenses were
$82,642 compared with $10,778 for the three month period ending September 30,
2008.
The
increase in professional fees in the nine month comparison period between
September 30, 2009 and September 30, 2008 was due to increase in consulting fees
related to our fund raising and development efforts.
Public relations
and marketing expenses:
Public
relations and marketing expenses for the nine month period ending September 30,
2009 were $175,000 as compared to nil for the nine month period ending September
30, 2008. This increase was due to the obligation in the 2nd
quarter of this fiscal year to issue 750,000 shares of common stock and $100,000
cash under an agreement to provide public relations and marketing services,
entered into during the 2nd
quarter reporting period. For the three month period ending September
30, 2009 and for the comparative period ending September 30, 2008, the public
relations and marketing expenses were nil.
Off-
Balance Sheet Arrangements
The
Company presently does not have any off-balance sheet arrangements.
Contractual
Obligations
On May
27, 2009, the Company entered into an agreement (“Nassau Agreement”) with Nassau
International Consultants, Inc (“Nassau”) to provide the Company with public and
financial communications services and serve as required as the Company liaison
and spokesperson. In consideration for the services rendered by Nassau, the
Company agreed to compensate Nassau through the issuance of seven hundred and
fifty thousand (750,000) shares of common stock and one hundred thousand dollars
($100,000) cash. The duration of the Nassau Agreement was for six (6) weeks.
Under the Nassau Agreement, the provision of services commenced upon the
issuance of shares, which occurred on July 14, 2009.
10
Subsequent
to the expiry of the above said agreement, an extension of six months was
verbally agreed to between the Company and Nassau. No financial terms
were required, as Nassau agreed to continue services pursuant to the terms of
the May 27, 2009 agreement. Subsequent to the period covered by
this quarterly report all payments required under the Nassau Agreement were
paid.
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable
ITEM
4T. CONTROLS
AND PROCEDURES
Our
management, under supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures, as defined under Exchange Act Rule
13a-15(e). Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of September 30, 2009, because of
the material weakness in our internal control over financial reporting (“ICFR”)
described below, our disclosure controls and procedures were not
effective.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
Management’s
Report On Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Exchange Act Rules 13a-15(f)
and 14d-14(f). Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
All
internal control systems, no matter how well designed, have inherent limitations
and may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurance with
respect to financial reporting reliability and financial statement preparation
and presentation. In addition, projections of any evaluation of
effectiveness to future periods are subject to risk that controls become
inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of September 30, 2009. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its assessment, management concluded that,
as of September 30, 2009, the Company’s internal control over financial
reporting was not effective and that material weaknesses in ICFR existed as more
fully described below.
As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments,” established by the Public Company
Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or
combination of deficiencies that results in more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described
above, management identified the following control deficiencies that represent
material weaknesses as of September 30, 2009:
1. Lack
of an independent audit committee or audit committee financial expert, and no
independent directors. We do not have any members of the Board who
are independent directors and we do not have an audit
committee. These factors may be counter to corporate governance
practices as defined by the various stock exchanges and may lead to less
supervision over management;
11
2. Inadequate
staffing and supervision within our bookkeeping operations. We have
one consultant involved in bookkeeping functions, who provides two staff
members. The relatively small number of people who are responsible
for bookkeeping functions and the fact that they are from the same firm of
consultants prevents us from segregating duties within our internal control
system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews which may result in a failure to detect errors in spreadsheets,
calculations or assumptions used to compile the financial statements and related
disclosures as filed with the SEC;
3. Outsourcing
of the accounting operations of our Company. Because there are
no employees in our administration, we have outsourced all of our accounting
functions to an independent firm. The employees of this firm are
managed by supervisors within the firm and are not answerable to the Company’s
management. This is a material weakness because it could result in a
disjunction between the accounting policies adopted by our Board of Directors
and the accounting practices applied by the firm;
4. Insufficient
installation of information technology to assist in our accounting
functions. Because of a lack of working capital and personnel, we do
not have any information technology software and hardware to assist in providing
effective controls;
5. Insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements;
6. Ineffective
controls over period end financial disclosure and reporting
processes.
Changes
in Internal Control Over Financial Reporting
As of
September 30, 2009, management assessed the effectiveness of our internal
control over financial reporting and based on that evaluation, they concluded
that during the year ended December 31, 2008 and to date, the internal controls
and procedures were not effective due to deficiencies that existed in the design
or operation of our internal controls over financial
reporting. However, management believes these weaknesses did not have
an effect on our financial results. During the course of their
evaluation, we did not discover any fraud involving management or any other
personnel who play a significant role in our disclosure controls and procedures
or internal controls over financial reporting.
Due to a
lack of financial and personnel resources, we are not able to, and do not intend
to, immediately take any action to remediate these material
weaknesses. We will not be able to do so until, if ever, we acquire
sufficient financing and staff to do so. We will implement
further controls as circumstances, cash flow, and working capital
permit. Notwithstanding the assessment that our ICFR was not
effective and that there were material weaknesses as identified in this report,
we believe that our financial statements contained in our Quarterly Report on
Form 10-Q for the period ended September 30, 2009, fairly presents our financial
position, results of operations and cash flows for the periods covered thereby
in all material respects.
Management
believes that the material weaknesses set forth above were the result of the
scale of our operations and are intrinsic to our small
size. Management believes these weaknesses did not have an
effect on our financial results.
We are
committed to improving our financial organization. As part of
this commitment, we will, as soon as funds are available to the Company (1)
appoint outside directors to our board of directors sufficient to form an audit
committee who will undertake the oversight in the establishment and monitoring
or required internal controls and procedures; (2) create a position to segregate
duties consistent with control objectives and to increase our personnel
resources. We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements as necessary and as funds
allow.
This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to the temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
management’s report in this quarterly report.
12
There
were no changes in our internal control over financial reporting during the
quarter ended fiscal September 30, 2009, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Form 10-Q.
ITEM
1A. RISK
FACTORS
Not
Applicable
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not
Applicable
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
Not
Applicable
ITEM
4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable
ITEM
5. OTHER
INFORMATION
An amount
of $175,000 was expensed in the quarter ending June 30, 2009 to reflect the
$75,000 with respect to the issuance of 750,000 shares at $0.10 per share and
$100,000 in cash.
On July
14, 2009, the 750,000 shares required to be issued under the Nassau Agreement
were issued. During the periods covered by this report, the Company
paid $40,000 cash towards the contract. Subsequent to the period
covered by this report, the Company paid the final payments due bringing the
total amount paid under the contract to $100,000.
Subsequent
to the period ended September 30, 2009, the Company received a total of $60,050
by way of shareholder loans. The loans are
non-interest bearing and have no fixed term of repayment.
13
ITEM 6. EXHIBITS
REGULATION
S-K NUMBER
|
EXHIBIT
|
REFERENCE
|
||
3.1
|
Amendment
to Articles of Incorporation
|
Incorporated
by reference to the Exhibits attached to the Company's Form 10-KSB filed
with the SEC on March 31, 2008
|
||
3.1(i)
|
Amendment
to the Articles of Incorporation
|
Incorporated
by reference to the Exhibits attached to the Company’s Schedule 14C filed
with the SEC on August 26, 2008
|
||
3.2
|
Amended
Bylaws
|
Incorporated
by reference to the Exhibits attached to the Company's Form 10-KSB filed
with the SEC on March 31, 2008
|
||
10.1
|
Share
Exchange Agreement dated April 1, 2008, between the Shareholders of Far
Vista Holdings Inc., a Canadian corporation and the
Company
|
Incorporated
by reference to the Exhibits attached to the Company's Form 8-K filed with
the SEC on April 8, 2008
|
||
10.2
|
Form
of Subscription Agreement for Private Placement to Non-US Investors closed
on April 2, 2008
|
Incorporated
by reference to the Exhibits attached to the Company's Form 8-K filed with
the SEC on April 8, 2008
|
||
10.3
|
Letter
of Agreement between Far Vista Interactive and Playnet, Inc. executed on
October 29, 2008.
|
Incorporated
by reference to the Exhibits attached to the Company’s Form 10-Q filed
with the SEC on November 19, 2008.
|
||
10.4
|
Investor
Relations and Marketing Services Agreement between Far Vista Interactive
Corp. and Nassau International Consultants, Inc., executed on May 28,
2009.
|
Filed
herewith
|
||
31.1
|
Section
302 Certification- Principal Executive Officer
|
Filed
herewith
|
||
31.2
|
Section
302 Certification- Principal Financial Officer
|
Filed
herewith
|
||
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
||
32.2
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
14
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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, on this 19th day
of November, 2009
FAR
VISTA INTERACTIVE CORP.
By: /s/ Richard
Buckley
Name: Richard
Buckley
Title: President,
Principal Executive Officer
By: /s/ Bruce
Hoggard
Name: Bruce
Hoggard
Title: Secretary,
Treasurer, Principal Financial Officer
15