Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Formulawon, Inc | f8k020310_reach.htm |
| EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - Formulawon, Inc | f8k020310ex99ii_reach.htm |
| EX-10.1 - SUBSCRIPTION AGREEMENT - Formulawon, Inc | f8k020310ex10i_reach.htm |
| EX-10.3 - EMPLOYMENT AGREEMENT WITH DAVID R. WELLS - Formulawon, Inc | f8k020310ex10iii_reach.htm |
| EX-2.1 - SHARE EXCHANGE AGREEMENT - Formulawon, Inc | f8k020310ex2i_reach.htm |
| EX-10.2 - EMPLOYMENT AGREEMENT WITH SHANE GAU - Formulawon, Inc | f8k020310ex10ii_reach.htm |
Exhibit
99.1
REACH
MESSAGING, INC
FINANCIAL
STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2008 and 2007
REACH
MESSAGING, INC
Index
to Financial Statements
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
||
|
Balance
Sheets as of December 31, 2008 and December 31, 2007
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F-3
|
||
|
Statement
of Operations for the year ended December 31, 2008 and the period
September 20, 2007 (Date of Inception) to December 31,
2007
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F-4
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||
|
Statement
of Stockholders’ Equity (Deficit) from Inception (September 20, 2007) to
December 31, 2008
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F-5
|
||
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Statement
of Cash Flows for the year ended December 31, 2008 and the period
September 20, 2007 (Date of Inception) to December 31,
2007
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F-6
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||
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Notes
to Financial Statements
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F-7
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Reach Messaging, Inc.
We have
audited the accompanying balance sheets of Reach Messaging, Inc. as of December
31, 2008 and 2007, and the related statements of income, stockholders’ equity,
and cash flows for the year ended December 31, 2008 and the period September 20,
2007 (Date of Inception) to December 31, 2007. Reach Messaging, Inc.’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Reach Messaging, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the year ended December 31, 2008 and the period September 20, 2007 (Date of
Inception) to December 31, 2007 in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements,
the Company has had net losses of approximately $82,000 and $36,000 for the year
ended December 31, 2008 and the period ended December 31, 2007, respectively,
and has an accumulated deficit of approximately $119,000 as of December 31,
2008. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans regarding these matters are
described in Note 5. The financial statements do not include adjustments that
might result from the outcome of this uncertainty.
|
/s/Bartolomei
Pucciarelli, LLC
|
|
|
Lawrenceville,
New Jersey
|
|
|
February
3, 2010
|
F-2
|
REACH
MESSAGING, INC.
|
||||||||||
|
BALANCE
SHEETS
|
||||||||||
|
December
31, 2008 and 2007
|
||||||||||
|
2008
|
2007
|
|||||||||
|
ASSETS
|
||||||||||
|
Current
assets
|
||||||||||
|
Cash
|
$ | 372 | $ | 9,525 | ||||||
|
Accounts
receivable
|
10,515 | 1,367 | ||||||||
|
Refundable
federal income taxes
|
6,199 | - | ||||||||
|
Total
current assets
|
17,086 | 10,892 | ||||||||
|
Total assets
|
$ | 17,086 | $ | 10,892 | ||||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||||
|
Current
liabilities
|
||||||||||
|
Accounts
payable
|
$ | 3,147 | $ | 1,853 | ||||||
|
Total
current liabilities
|
3,147 | 1,853 | ||||||||
|
Total
liabilities
|
3,147 | 1,853 | ||||||||
|
Stockholders'
equity
|
||||||||||
|
Common
stock; no par value: authorized 10,000,000 shares; issued and outstanding:
5,100,000
|
- | - | ||||||||
|
Additional
paid-in capital
|
132,731 | 45,414 | ||||||||
|
Deficit
accumulated
|
(118,792 | ) | (36,375 | ) | ||||||
|
Total
stockholders' equity
|
13,939 | 9,039 | ||||||||
| - | - | |||||||||
|
Total
liabilities and stockholders' equity
|
$ | 17,086 | $ | 10,892 | ||||||
The accompanying notes form an integral part of these financial statements.
F-3
|
REACH
MESSAGING, INC.
|
||||||||
|
STATEMENTS
OF OPERATIONS
|
||||||||
|
For the Year Ended December 31,
2008 and the period September 20,
2007 (Date of Inception) to December 31, 2007
|
||||||||
|
Year
Ended December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Revenue
|
||||||||
|
Bot
sales
|
$
|
24,750
|
$
|
25,025
|
||||
|
Hosting
revenue
|
60,000
|
10,000
|
||||||
|
Lead conversion revenue
|
120,882
|
1,367
|
||||||
|
Marketing support revenue
|
-
|
20,000
|
||||||
|
Total
revenue
|
205,632
|
56,392
|
||||||
|
Costs
of Revenue
|
||||||||
|
Costs
of bots sold
|
18,000
|
18,000
|
||||||
|
Advertising
customization
|
30,090
|
782
|
||||||
|
Web
hosting expense
|
3,000
|
271
|
||||||
|
Total
costs of revenue
|
51,090
|
19,053
|
||||||
|
Gross
profit
|
154,542
|
37,339
|
||||||
|
Operating
Costs
|
||||||||
|
General
and administrative expenses
|
2,580
|
5,800
|
||||||
|
Research
and development expense
|
223,950
|
65,000
|
||||||
|
Management
fee
|
10,429
|
2,914
|
||||||
|
Total
operating costs
|
236,959
|
73,714
|
||||||
|
Loss
before income taxes
|
(82,417
|
)
|
(36,375
|
)
|
||||
|
Provision
for income tax
|
-
|
-
|
||||||
|
Net
loss
|
$
|
(82,417
|
)
|
$
|
(36,375
|
)
|
||
|
Net
loss per common share - basic and diluted
|
$
|
0.01
|
$
|
0.00
|
||||
|
Weighted
average number of common shares outstanding
|
5,100,000
|
5,100,000
|
||||||
The
accompanying notes form an integral part of these financial statements.
F-4
|
REACH
MESSAGING, INC.
|
||||||||||||||||||||
|
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
|
Period
from September 20, 2007 (Date of Inception) to December 31,
2008
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
|
Total
|
|||||||||||||||||||
|
|
Stockholders'
|
|||||||||||||||||||
|
Common
Stock
|
Additional
|
Accumulated
|
Equity
|
|||||||||||||||||
|
Shares
|
Par
Value
|
Paid-in
Capital
|
Deficit
|
(Deficit)
|
||||||||||||||||
|
September
20, 2007 (Inception)
|
- | - | - | - | - | |||||||||||||||
|
Shares
issued for unspecified services at no par value on September 20,
2007
|
5,100,000 | - | - | - | - | |||||||||||||||
|
Additional
capital contributed on December 31, 2007
|
45,414 | 45,414 | ||||||||||||||||||
|
Net
loss
|
- | (36,375 | ) | (36,375 | ) | |||||||||||||||
|
Balance,
December 31, 2007
|
5,100,000 | - | 45,414 | (36,375 | ) | 9,039 | ||||||||||||||
|
Additional
capital contributed on December 31, 2008
|
- | - | 87,317 | - | 87,317 | |||||||||||||||
|
Net
loss
|
- | (82,417 | ) | (82,417 | ) | |||||||||||||||
|
Balance,
December 31, 2008
|
5,100,000 | - | 132,731 | (118,792 | ) | 13,939 | ||||||||||||||
The
accompanying notes form an integral part of these financial statements.
F-5
|
REACH
MESSAGING, INC.
|
||||||||
|
STATEMENTS
OF CASH FLOWS
|
||||||||
|
For
the Year Ended December 31, 2008 and the period September 20, 2007 (Date
of Inception) to December 31, 2007
|
||||||||
|
Year
Ended December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Cash
flows from operating activities
|
||||||||
|
Net
loss
|
$
|
(82,417
|
)
|
$
|
(36,375
|
)
|
||
|
Adjustments to
reconcile net income to net cash provided (used) by operating
activities:
|
||||||||
|
(Increase)
decrease in assets:
|
||||||||
|
Accounts
receivable
|
(9,148
|
)
|
(1,367
|
)
|
||||
|
Refundable federal income
taxes
|
(6,199
|
)
|
-
|
|||||
|
Increase
(decrease) in liabilities:
|
||||||||
|
Accounts
payable
|
1,294
|
1,853
|
||||||
|
Net
cash used by operating activities
|
(96,470
|
)
|
(35,889
|
)
|
||||
| Cash flows from financing activities | ||||||||
| Proceeds from Shareholder loans | 87,317 | 45,414 | ||||||
|
Net
cash provided by financing activities
|
87,317
|
45,414
|
||||||
|
Net
increase (decrease) in cash
|
(9,153
|
)
|
9,525
|
|||||
|
Cash,
beginning of year
|
9,525
|
-
|
||||||
|
Cash,
end of year
|
$
|
372
|
$
|
9,525
|
||||
|
SUPPLEMENTARY
CASH FLOW INFORMATION:
|
||||||||
|
Income
taxes paid
|
$
|
6,199
|
$
|
-
|
||||
|
SUPPLEMENTARY
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
||||||||
|
Conversion
of a payable due to the shareholder into additional paid in
capital
|
$
|
87,317
|
$
|
45,414
|
||||
The
accompanying notes form an integral part of these financial statements.
F-6
REACH
MESSAGING, INC.
NOTES
TO FINANCIAL STATEMENTS
December
31, 2008
|
1.
|
Organization
and Nature of Operations
|
Reach
Messaging, Inc. ("the Company") was incorporated on September 2007 under the
laws of the State of California. The Company creates, deploys and
hosts instant messaging virtual robots ("Bots"); develops and hosts Internet
properties; and provides customers with Internet marketing
services. The instant messaging Bots are customized to contain
relevant user information, games, video, quizzes, polls, sponsorship and ad
space. The Company also provides marketing services to increase Bot
reach and user conversions. The Company has sold one Bot in a
multiple deliverable arrangement that included creation of a Bot, marketing
support and on going hosting for the Bot. The Company sells
sponsorships and advertising space on its owned Internet
properties. The Company owns www.DailyGab.com and four
Bots: GossipinGabby, SportsfanStan, MyTVBud and
ProfGilzot. Additional company-owned web properties and Bots are
under development. The Company-owned Internet properties are
teen-oriented.
|
2.
|
Summary
of Accounting Policies
|
Basis
of Presentation
The
Company's financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S.
GAAP").
Use
of Estimates
The
preparation of these financial statements in conformity with generally accepted
accounting principles 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 amounts of revenues and expenses during the
reporting period.
The
Company regularly evaluates estimates and assumptions related to valuation
allowances on accounts receivable and valuation allowances on deferred income
taxes. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, operations could be
affected.
Risks
and Uncertainties
The
Company operates in an industry that is subject to intense competition and
change in consumer demand. The Company's operations are subject to significant
risk and uncertainties including financial and operational risks including the
potential risk of business failure.
The
Company has experienced, and in the future expects to continue to experience,
variability in sales and earnings. The factors expected to contribute to this
variability include, among others, (i) the intense competition and consumer
acceptance of evolving technology in the Internet advertising industry,
(ii) general economic conditions in the various markets in which the
Company competes, including the general downturn in the economy over the past
year, and (iii) the evolution and development of new technology in the
Company’s market space. These factors, among others, make it
difficult to project the Company’s operating results on a consistent
basis.
F-7
Cash
Equivalents
The
Company considers all highly liquid instruments purchased with maturities of
three months or less to be cash equivalents. There were no cash
equivalents at December 31, 2008 or 2007.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. At times,
cash and equivalents may be in excess of the FDIC insurance limits. After review
by the Company, no violations of these limits were noted as of December 31, 2008
or 2007.
Fair
Value of Financial Instruments
Disclosures
of information about the fair value of certain financial instruments for which
it is practicable to estimate the value. For purpose of this
disclosure, the fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation.
Segment
information
During
the years ended December 31, 2008 and December 31, 2007, the Company only
operated in one segment; therefore, segment information has not been
presented.
Revenue
Recognition
The
Company records sales when all of the following have occurred: (1) persuasive
evidence of an arrangement exists, (2) the product or service is delivered, (3)
the sales price to the customer is fixed or determinable, and (4) collectability
of the related customer receivable is reasonably assured. In addition,
certain revenue contracts are classified as multiple deliverables when: (1) the
delivered item has value on a standalone basis, (2) objective and reliable
evidence exists of the fair value on the undelivered items, and (3) delivery or
performance of the undelivered items must be probable and substantially within
the vendor's control. There is no stated right of return for
products.
Bot sales
revenue is recognized at the time of customer acceptance and deployment of the
Bot. Hosting revenue is recognized monthly. Hosting
services are invoiced to customers at the beginning of the month following the
month services are provided. Advertising and sponsorships on owned
Internet properties are sold on a cost per action ("CPA") basis and invoiced to
the customer monthly based on the number and price per action at the end of each
month. Marketing support revenue is generated as a result of
the media and marketing services provided to support customer Internet marketing
activities. When a sales arrangement contains multiple elements, such
as marketing services, advertising and promotions, revenue is allocated to each
element based on its relative fair value. When the fair value of an undelivered
element cannot be determined, the Company defers revenue for the delivered
elements until the undelivered elements are delivered. Payments received in
advance of provision of services are deferred until earned.
Accounts
Receivable and Allowance for Doubtful Accounts
The
Company’s accounts receivables are customer obligations due under normal trade
terms, carried at their face value. The Company determines its
allowance for doubtful accounts based on the evaluation of the aging of its
accounts receivable and on a customer-by-customer
analysis. Since inception, the Company has had seven
customers. All customers have paid their invoices
timely. The Company did not record an allowance as of December 31,
2008 or 2007.
F-8
Cost
of Sales
Cost of
sales represents costs directly related to the production of the Company’s
Bots. Costs include Bot development and programming.
Net
Loss Per Common Share
Net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. Diluted net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock and potentially outstanding shares of common
stock during each period. There were no potentially dilutive shares
outstanding as of December 31, 2008 or 2007.
Recently
Issued Accounting Pronouncements
In
September 2009, the FASB issued Update No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided
that the revised guidance is retroactively applied to the beginning of the year
of adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.
Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105). This standard establishes only two levels of U.S. generally accepted
accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB
Accounting Standards Codification (the “Codification”) became the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the SEC, which are sources of authoritative GAAP for SEC registrants. All
other non-grandfathered, non-SEC accounting literature not included in the
Codification became nonauthoritative. The Company began using the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2009. As the Codification was not intended to change
or alter existing GAAP, it did not have a material impact on the Company’s
financial statements.
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted
Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority.
The
Codification superseded all existing non-SEC accounting and reporting standards.
All other non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new standards in the
form of Statements, FASB Staff Positions or Emerging Issues Task Force
Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The
FASB will not consider ASUs as authoritative in their own right. ASUs will serve
only to update the Codification, provide background information about the
guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
F-9
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements.
Adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.
Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting.
The first
update, as codified in ASC 820-10-65, provides additional guidelines for
estimating fair value in accordance with fair value accounting. The second
accounting update, as codified in ASC 320-10-65, changes accounting requirements
for other-than-temporary-impairment (OTTI) for debt securities by replacing
the current requirement that a holder have the positive intent and ability to
hold an impaired security to recovery in order to conclude an impairment was
temporary with a requirement that an entity conclude it does not intend to sell
an impaired security and it will not be required to sell the security before the
recovery of its amortized cost basis. The third accounting update, as codified
in ASC 825-10-65, increases the frequency of fair value disclosures. These
updates were effective for fiscal years and interim periods ended after
June 15, 2009. The adoption of these accounting updates did not have a
material impact on the Company’s financial statements.
Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.
F-10
Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.
In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.
3. Concentrations
The
Company had the following sales concentrations:
|
Customer
|
December
31, 2008
|
December
31, 2007
|
September
20, 2007 to December 31, 2008
|
||||||||||
| A | 33% | 0% | 27% | ||||||||||
| B | 29% | 98% | 29% | ||||||||||
| C | 19% | 0% | 155 | ||||||||||
4. Commitments and
contingencies
Litigations, Claims and
Assessments:
From time
to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm its business. The Company is
currently not aware of any such legal proceedings or claims that they believe
will have, individually or in the aggregate, a material adverse affect on its
business, financial condition or operating results.
5. Going Concern
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business. As reflected in the accompanying financial statements, the
Company had a deficit accumulated of $118,792, a net loss and net cash used in
operations of $82,417 and $96,470 for the year ended December 31, 2008,
respectively. These conditions raise substantial doubt about its
ability to continue as a going concern.
F-11
While the
Company is attempting to produce sufficient sales, the Company's cash position
may not be sufficient to support the Company's daily
operations. While the Company believes in the viability of its
strategy to produce sales volume and in its ability to raise additional funds,
there can be no assurances to that effect. The ability of the Company
to continue as a going concern is dependent upon the Company's ability to
further implement its business plan, generate sufficient revenues and/or raise
additional capital. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. Management believes that the actions presently being
taken to further implement its business plan and generate revenues provide the
opportunity for the Company to continue as a going concern.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
6. Stockholders'
Equity
For
the year ended December 31, 2007:
|
·
|
On
September 20, 2007, the Company issued 5,100,000 common shares at no par
value to the founders for unspecified services
rendered.
|
|
·
|
On
December 31, 2007, a shareholder contributed capital to the Company in the
amount of $45,414 via forgiveness of a payable due to the
shareholder.
|
For
the year ended December 31, 2008:
|
·
|
On
December 31, 2008, a shareholder contributed capital to the Company in the
amount of $87,317 via forgiveness of a payable due to the
shareholder.
|
7. Income Taxes
Deferred
tax assets
At
December 31, 2008 and 2007, the Company had net operating loss (“NOL”)
carry–forwards for Federal income tax purposes of $126,960 and $36,689,
respectively that may be offset against future taxable income through 2028 and
2027. No tax benefit has been reported with respect to these NOL
carry-forwards in the accompanying financial statements because the Company
believes that the realization of the Company’s net deferred tax assets of
approximately $38,611 and $8,672 at December 31, 2008 and 2007 was not
considered more likely than not. Accordingly, the potential tax
benefits of the NOL carry-forwards are fully reserved.
Refundable
federal income taxes of $6,199 as of December 31, 2008, resulted from tax
payments based on initial tax returns. Tax payments are expected to
be refunded based on amended tax returns.
Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realization. The valuation allowance increased approximately $38,611,
and $8,672 for the years ended December 31, 2008 and 2007,
respectively.
F-12
Components
of deferred tax assets at December 31, 2008 and 2007 are as
follows:
|
December
31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Net
deferred tax assets, noncurrent:
|
||||||||
|
Expected
income tax benefit from
|
$ | 38,611 | $ | 8,672 | ||||
|
Less:
valuation allowance
|
(38,611 | ) | (8,672 | ) | ||||
|
Deferred
tax assets, net
|
$ | - | $ | - | ||||
A
reconciliation of the federal and state statutory income tax rates and the
effective income tax rate as a percentage of income before income taxes is as
follows:
|
2008
|
2007
|
|||||||
|
Federal
statutory income tax rate
|
25 | % | 15 | % | ||||
|
State
statutory income tax rate
|
9 | % | 9 | % | ||||
|
Change
in valuation allowance on NOL carry forwards
|
(34 | %) | (24 | %) | ||||
|
Effective
income tax rate
|
0 | % | 0 | % | ||||
8. Related Party Transactions
The
Company has entered into a Management Services Agreement with another company
("the Manager"), which is owned by a shareholder of the Company. The
Manager collects accounts receivable and pays some of the operating expenses of
the Company. The Manager then deposits funds into the Company's
operating account on an as-needed basis. The Manager and the
Company account for the transactions in a due to/due from account. At
December 31, 2008 and 2007, the shareholder contributed to capital any balance
due from the Company to the Manager.
For the
year ended December 31, 2008, the shareholder collected $171,352 in Company
revenues, paid $47,545 in operating expenses and deposited $211,124 in the
Company operating account to cover additional operating expenses. The
shareholder notified the Company that the balance due the shareholder of $87,317
from the Company should be recorded as additional paid in capital.
In the
period from September 20, 2007 (inception) to December 31, 2007, the shareholder
collected $55,000 in Company revenues, paid $57,914 in operating expenses and
deposited $42,500 in the Company operating account to cover additional operating
expenses. The shareholder notified the Company that the balance due
the shareholder of $45,414 from the Company should be recorded as additional
paid in capital.
F-13
9. Research and development
costs
Research
and development costs related to both future and present products are charged to
operations as incurred. For the years ended December 31, 2008 and
2007, the Company recognized approximately $223,950 and $65,000, respectively,
of research and development costs.
10. Subsequent events
The
Company has evaluated all subsequent events after December 31, 2008 through
February 3, 2010, the date of this filing, and determined:
Convertible
Debenture
Subsequent
to the year ending December 31, 2008 the Company entered into two convertible
debentures in the aggregate amount of $58,000. These notes have been renewed and
are both due on July 15, 2010. They bear interest at the rate of 10% per annum
which is payable upon the maturity date. The notes can be voluntarily converted
into common shares of the Company at a price of $0.05 per share.
Increase
in Authorized Shares
Subsequent
to year ending December 31, 2008 the Company increased its Authorized amount of
common shares it could issue from 10,000,000 to 50,000,000 by a majority vote of
its shareholders.
Common
Stock Sale
Subsequent
to the period ending September 30, 2009 the Company completed the sale of
6,300,000 shares of restricted common stock at a price of $0.05 in return for
$315,000 in cash to five accredited investors.
The
Company issued 368,000 shares of the Company’s common stock for placement fee
services.
Common
Stock Issued for Services
The
Company issued 12,470,000 shares of the Company’s common stock to the Company’s
Chief Executive Officer for future services, valued at $0.05 per
share.
The
Company issued 6,000,000 shares of the Company’s common stock to an entity
controlled by the Company’s Chief Financial Officer for past and future
services, valued at $0.05 per share.
The
Company issued 12,470,000 shares of the Company’s common stock to an outside
consultant (and current shareholder) for future services, valued at $0.05 per
share.
The
Company issued 11,960,000 shares of the Company’s common stock
to consultants for future services, valued at $0.05 per
share.
Share
Exchange Agreement
On
February 3, 2010, Reach Messaging, Inc. (“Reach”) entered into a Share Exchange
Agreement with FormulaWon, Inc. (“FormulaWon”). FormulaWon offered to issue
approximately 48 million of its common shares in exchange for each common share
outstanding of Reach.
Approximately
100% of Reach common shareholders elected to exchange their Reach shares for
shares of FormulaWon. FormulaWon issued approximately 48 million shares to
acquire 48 million of the outstanding shares of Reach. As a result of the
exchange, Reach held a 44% controlling interest in the combined entity, after
the exchange.
Since the
owners and management of Reach possessed voting and operating control of the
combined company after the share exchange, the transaction constituted a reverse
acquisition for accounting purposes, as contemplated by FASB ASC 805-40 and
corresponding ASC 805-10-55-10, 12 & 13. Under this accounting, the entity
that issues shares (FormulaWon – the legal acquirer) is identified as the
acquiree for accounting purposes. The entity whose shares are acquired (Reach)
is the accounting acquirer.
F-14
In
addition, FormulaWon was characterized as a non-operating public shell company,
pursuant to SEC reporting rules. The SEC staff considers a reverse-acquisition
with a public shell to be a capital transaction, in substance, rather than a
business combination. The transaction is effectively a reverse recapitalization,
equivalent to the issuance of stock by the private company for the net monetary
assets of the shell corporation accompanied by a recapitalization. The
accounting is similar to that resulting from a reverse acquisition, except that
the transaction was consummated at book value and no goodwill or intangible
assets were recognized.
For SEC
reporting purposes, Reach is treated as the continuing reporting entity that
acquired FormulaWon (the historic shell registrant). The reports filed after the
transaction have been prepared as if Reach (accounting acquirer) were the legal
successor to FormulaWon’s reporting obligation as of the date of the
acquisition. Therefore, all financial statements filed subsequent to the
transaction reflect the historical financial condition, results of operations
and cash flows of Reach, for all periods presented.
In
connection with the reverse acquisition and recapitalization, all share and per
share amounts of Reach will be retroactively adjusted to reflect the legal
capital structure of FormulaWon pursuant to FASB ASC 805-40-45-1.
F-15