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EX-10 - SHAREHOLDER LOAN AGREEMENT - KUNEKT CORPexhibit10-8.htm
EX-32 - CERTIFICATION UNDER SECTION 906 - KUNEKT CORPexhibit32-1.htm
EX-31 - CERTIFICATION UNDER SECTION 302 - KUNEKT CORPexhibit31-1.htm


U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

 

FORM 10-Q

 

 

 

 

 

 

 

 

(Mark One)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

For the quarterly period ended January 31, 2010

 

 

 

 

 

 

 

 

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

 

 

 

For the transition period from

 

to

 

 

 

 

 

 

 

 

 

Commission file number   333-148264

 

 

 

 

 

 

 

 

KUNEKT CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Nevada

 

 

26-1173212

 

(State or other jurisdiction of incorporation or organization)

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

 

 

 

 

 

 

 

112 North Curry Street, Carson City, NV      89703-4934

 

 

(Address of principal executive offices)         (Zip Code)

 

 

 

 

 

 

 

 

Registrants’s telephone number, including area code   (877) 458-6358

 

 

Indicate by check mark whether the registrant (1) 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 [   ]

 

 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

 

 

As of February 22, 2010, there were 10,750,000 shares of the issuer’s common stock issued and outstanding, par value $0.001.

 

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

 

Large accelerated filer   [   ]

Accelerated filer   [   ]

Non-accelerated filer   [   ]   (Do not check is a smaller reporting company)

Smaller reporting company   [X]

 

 

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



KUNEKT CORPORATION

JANUARY 31, 2010 QUARTERLY REPORT ON FORM 10-Q


INDEX




 

 

Page  

 

PART I

 

Item 1

Interim Financial Statements – Unaudited

3

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3

Quantitative and Qualitative Disclosures About Market Risk

21

Item 4

Controls and Procedures

21

Item 4T

Controls and Procedures

21

 

PART II

 

Item 1

Legal Proceedings

23

Item 1A

Risk Factors

23

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3

Defaults Upon Senior Securities

33

Item 4

Submission of Matters to a Vote of Security Holders

33

Item 5

Other Information

33

Item 6

Exhibits

33




2


PART I

Item 1 Interim Financial Statements – Unaudited


The accompanying unaudited interim financial statements of Kunekt Corporation (“Kunekt”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Kunekt’s Form 10-K filing with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period are not necessarily indicative of the results that may be expected for the full year. Notes to the interim financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009 as reported in the Form 10-K filing with the SEC have been omitted.




3
















KUNEKT CORPORATION

(A Development Stage Company)


INDEX TO INTERIM FINANCIAL STATEMENTS


January 31, 2010 (Unaudited) and October 31, 2009






Balance Sheets

5

Statements of Operations

6

Statements of Stockholders' Equity (Deficit)

7

Statements of Cash Flows

8

Notes to Financial Statements

9 thru 15









KUNEKT CORPORATION

(A Development Stage Company)

BALANCE SHEETS


ASSETS

 

 

 

 

 

 

 

 

 

January 31, 2010

 

October 31, 2009

 

 

 

 

 

 

(Unaudited)

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

365,174 

 

$

452,098 

 

Prepaid expenses

 

98 

 

 

98 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

365,272 

 

 

452,196 

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patents (Note 4)

 

31,048 

 

 

27,318 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Assets

 

31,048 

 

 

27,318 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

396,320 

 

$

479,514 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31, 2010

 

October 31, 2009

 

(Unaudited)

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

2,955 

 

$

677 

 

Notes payable – related party (Note 3)

 

20,702 

 

 

100,847 

 

Accrued interest – related party (Note 3)

 

5,943 

 

 

5,363 

 

Loans payable – related party (Note 3)

 

450,000 

 

 

450,000 

 

Accrued interest – related party (Note 3)

 

8,848 

 

 

1,482 

 

Accrued wages – related party (Note 3)

 

33,000 

 

 

20,025 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

521,448 

 

 

578,394 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

521,448 

 

 

578,394 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 1,000,000 shares          authorized, none issued and outstanding

 


 

 


 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 65,000,000 shares
          authorized, 10,750,000 and 10,750,000 shares
          issued and outstanding, respectively

 



10,750 

 

 



10,750 

 

Additional paid-in capital (Note 3)

 

15,732 

 

 

15,732 

 

Deficit accumulated during the development stage

 

(157,944)

 

 

(127,428)

 

Accumulated other comprehensive income (loss)
         foreign currency translation adjustment

 


6,334 

 

 


2,066 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(125,128)

 

 

(98,880)

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$

396,320 

 

$

479,514 





The accompanying notes are an integral part of these financial statements.


5




KUNEKT CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)




 

 

 

 

 

 



For the Three Months
Ended January 31,

 


From Inception on October 1, 2007 Through

 

 

 

 

 

 

2010

 

2009

 

January 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

$

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional and legal fees

 

8,031 

 

 

11,746 

 

 

70,872 

 

Officer wages

 

12,975 

 

 

1,850 

 

 

33,000 

 

Incorporation costs

 

 

 

 

 

1,143 

 

General and administrative

 

3,823 

 

 

1,639 

 

 

38,917 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

24,829 

 

 

15,235 

 

 

143,932 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

(24,829)

 

 

(15,235)

 

 

(143,932)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain (loss) on foreign exchange
   calculations

 


2,051 

 

 


 

 


2,051 

 

Interest income

 

210 

 

 

 

 

210 

 

Interest expense

 

(7,948)

 

 

(503)

 

 

(16,273)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expenses)

 

(5,687)

 

 

(503)

 

 

(14,012)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME
TAX EXPENSE

 


(30,516)

 

 

(15,738)

 

 

(157,944)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(30,516)

 

$

(15,738)

 

$

(157,944)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

- Foreign currency translation
   adjustments




4,268 

 




 




6,334 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS

$

(26,248)

 

$

(15,738)

 

$

(151,610)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND FULLY DILUTED
LOSS PER SHARE


$


(0.00)

 


$

(0.00)

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING

 


10,750,000 

 

 

10,750,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




The accompanying notes are an integral part of these financial statements.


6




KUNEKT CORPORATION

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)



 

 




Common Stock

 



Accumulated
Paid-in

Capital

 

Deficit
Accumulated
During the
Development

Stage

 


Accumulated
Other
Comprehensive
Loss

 





Total

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 1, 2007 (date of inception)

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash
      at $0.001 per share (Note 3)

 


10,000,000 

 

 


10,000 

 

 


 

 


 

 


 

 


10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended October 31, 2007

 

-

 

 

-

 

 

-

 

 

(5,740)

 

 

 

 

(5,740)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 31, 2007

 

10,000,000 

 

 

10,000 

 

 

-

 

 

(5,740)

 

 

 

 

(4,260)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash
      at $0.02 per share (Note 5)

 


750,000 

 

 


750 

 

 


14,250 

 

 

-

 

 


 

 


15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended October 31, 2008

 

-

 

 

-

 

 

-

 

 

(49,588)

 

 

 

 

(49,588)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 31, 2008

 

10,750,000 

 

 

10,750 

 

 

14,250 

 

 

(55,328)

 

 

 

 

(30,328)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed Interest on Related Party
      Notes Payable (Note 3)

 


 

 


 

 


1,482

 

 


 

 


 

 


1,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended October 31, 2009

 

 

 

 

 

 

 

(72,100)

 

 

 

 

(72,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

2,066

 

 

2,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 31, 2009

 

10,750,000 

 

 

10,750 

 

 

15,732 

 

 

(127,428)

 

 

2,066

 

 

(98,880)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended January 31, 2009

(Unaudited)

 


 

 


 

 


 

 


(30,516)

 

 


 

 


(30,516)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment
(Unaudited)

 


-

 

 


-

 

 


-

 

 


 

 


4,268 

 

 


4,268 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2009 (Unaudited)

 

10,750,000 

 

$

10,750 

 

$

15,732 

 

$

(157,944)

 

 $

6,334 

 

 $

(125,128)




The accompanying notes are an integral part of these financial statements.


7




KUNEKT CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)


 

 


For the Three Months
Ended January 31,

 

From Inception on October 1, 2007 Through

 

 

2010

 

2009

 

January 31, 2010

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(30,516)

 

$

(15,738)

 

$

(157,944)

 

Adjustments to reconcile net loss to net
   cash used by operating activities:

 

 

 

 

 

 

 

 

 

 

Contribution of imputed interest

 

 

 

 

 

 

1,482 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in prepaid assets

 

 

 

 

11

 

 

(98)

 

(Decrease) increase in accounts payable

 

 

1,103 

 

 

4,733 

 

 

2,955 

 

Increase in accrued expenses – related party

 

 

20,921 

 

 

2,353 

 

 

47,791 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by Operating Activities

 

 

(8,492)

 

 

(8,641)

 

 

(105,814)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of stock

 

 

 

 

 

 

25,000 

 

Proceeds from related party loans

 

 

 

 

 

 

450,000 

 

Proceeds from related party notes

 

 

10,767 

 

 

8,721 

 

 

152,903 

 

Payments on related party notes

 

 

(93,467)

 

 

(3,329)

 

 

(134,756)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided (Used) by Financing Activities

 

 

(82,700)

 

 

5,392 

 

 

493,147 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange effect on cash

 

 

4,268 

 

 

 

 

6,334 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

(86,924)

 

 

(3,249)

 

 

365,174 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

 

452,098 

 

 

3,380 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$

365,174 

 

$

131 

 

$

365,174 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

 

$

 

$

 

Income taxes

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note payable issued for patents

 

$

1,175 

 

$

1,553 

 

$

28,493 

 

Accounts payable issued for patents

 

$

2,555 

 

$

149 

 

$

2,555 




The accompanying notes are an integral part of these financial statements.


8


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION


The financial statements presented are those of Kunekt Corporation (the “Company”). The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements contained in the Company’s Form 10-K filing with the Securities and Exchange Commission. Operating results for the three months ended January 31, 2010 are not necessarily indicative of the results that may be expected for the year ending October 31, 2010.



NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a. Organization


The Company was incorporated in the State of Nevada as a for-profit company on October 1, 2007 and established a fiscal year end of October 31.  The Company is a development-stage company organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “Kunekt Card”) and related services that the Company intends to develop. The Company expects to provide personal and business consumers with the Kunekt Card (similar in form to a charge card or credit card), which is linked to multiple financial accounts. The Kunekt Card would reduce the security risk associated with carrying multiple cards around, and it would be able to access multiple financial accounts for a single purchase.  In this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts would be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.


b. Basis of Presentation


The Company uses the accrual method of accounting for financial purposes and has elected October 31 as its year-end.


c. Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosers.  Accordingly, actual results could differ from those estimates.


d. Fixed Assets


Fixed assets are recorded at cost.  Major additions and improvements are capitalized.  Minor replacements, maintenance and repairs that do not increase the useful life of the assets are expensed as incurred.  Depreciation of property and equipment is determined on a straight-line basis over the expected useful lives.





9


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)


d. Fixed Assets (continued)


The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of equipment.


e. Long-Lived Assets


Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.


f. Fair Value of Financial Instruments


The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.


g. Revenue


The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured.  The Company has not generated any revenue since its inception.


h. Website Development Costs


Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Training costs are not internal-use software development costs and, if incurred during this stage, are expensed as incurred. These capitalized costs are amortized based on their estimated useful life over three years. Payroll and other related costs are not capitalized, as the amounts principally relate to maintenance.


i. Cash and Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.


j. Foreign Currency Translation


The Company's cash deposits with a functional currency other than the U.S. dollar translate amounts to the reporting currency, United States dollars. At each balance sheet date, assets and liabilities that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ equity and included in comprehensive loss.




10


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)


j. Foreign Currency Translation (continued)


For transactions undertaken by the Company in foreign currencies, monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. Exchange gains and losses are included in the determination of net income (loss) for the year.


k. Comprehensive Income (Loss)


Comprehensive income (loss) is comprised of foreign currency translation adjustments.


l. Recent Accounting Pronouncements


In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of October 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.


In April 2009, the FASB issued an accounting standard regarding interim disclosures about fair value of financial instruments. The standard essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the standard requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. This standard was effective for Kunekt beginning April 1, 2009 on a prospective basis. The adoption of this guidance did not have an impact on our financial statements.


Management has reviewed all recent accounting pronouncements and those not included here are not applicable.


m. Basic Loss Per Share


The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period of the consolidated financial statements as follows:





11


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)


m. Basic Loss Per Share (continued)


 

For the Three Months Ended January 31,

 

2010

 

2009

 

 

 

 

 

 

 

 

Net loss

$

(30,516)

 

$

(15,738)

 

 

 

 

 

 

Weighted average number of shares outstanding

10,750,000 

 

10,750,000 

 

 

 

 

 

 

 

 

Net loss per share

$

(0.00)

 

$

(0.00)


Net loss per share is computed by dividing the net loss allocable to common stockholders by the weighted average number of shares of common stock outstanding.


NOTE 3 -  RELATED PARTY TRANSACTIONS


Common Stock


On October 15, 2007, corporate officer Mark Bruk acquired 10,000,000 shares of the Company’s common stock at a price of $0.001 per share, or $10,000, which represents 93% of the 10,750,000 issued and outstanding common stock of the Company.  On January 21, 2008, corporate officer Arom Thaveeloue acquired 50,000 shares of the Company’s common stock at a price of $0.02 per share, or $1,000, which represents less than 1% of the 10,750,000 issued and outstanding common stock of the Company.


Accrued Expenses


For the three months ended January 31, 2010, the Company accrued $12,975 in wages payable to Mark Bruk, its president, treasurer and sole director, which represents having worked 519 hours during the period at a rate of $25 per hour.


Notes Payable and Accrued Interest


Effective as of November 1, 2009, we amended the shareholder loan agreement between the Company and Mr. Bruk, whereby Mr. Bruk agreed to continue to loan us funds, as required, to operate our business. The interest rate on the loan is 4.0%. The note is unsecured, due upon demand and accrues interest at the end of each month on the then outstanding balance on a last-in, first-out basis for new funds and payments.


As of January 31, 2010, the Company had a note payable to an officer totalling $20,702. The note represents patent filing fees paid by the officer totalling $28,494 and cash advances for the payment of general corporate expenses of $126,964. The Company has repaid $134,756 of this note as of January 31, 2010. Accrued interest payable on the note totals $5,943 at January 31, 2010.


As of October 31, 2009, the Company had a loan payable to an officer totaling $450,000. The promissory note carries interest at 6.5%, and is secured by the Company’s assets and payable on demand. Accrued interest payable on the promissory note totals $8,849 at January 31, 2010.




12


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 4 -  PATENTS


Patent filing costs totalling $27,318 were capitalized at October 31, 2009 and additional patent filing costs totalling $3,730 were capitalized during the period ended January 31, 2010.  The patent is pending and is being developed, as such, it is not being amortized.


On May 31, 2007, our founder, Mark Bruk, filed a non-provisional patent application with the United States Patent and Trademark Office for our financial account card product (the “Kunekt Card”). On October 15, 2007, Mark Bruk licensed, on an exclusive basis, all worldwide rights, title and interest in and to the non-provisional patent application to us.


On March 21, 2008, we received an Official Action (dated March 19, 2008) from the United States Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was June 19, 2008. The United States Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to King & Spalding LLP, our patent application counsel, this action is not uncommon for a first Official Action on a patent application, as an initial rejection by the United States Patent and Trademark Office shifts the burden of patentability to the applicant and forces the applicant to submit a written paper distinguishing the cited prior art from the claimed invention.


After receiving an opinion from our patent application counsel, we believed that the United States Patent and Trademark Office misapplied the cited references to our claims. We instructed our patent application counsel to provide written arguments to the United States Patent and Trademark Office to overcome these rejections and this was done before the June 19, 2008 deadline. These arguments highlighted the claim elements that are not disclosed in the references. Our patent application counsel did not propose amending the claims at this point.


Soon after August 13, 2008, we received a final Official Action (dated August 13, 2008) from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was November 13, 2008. The U.S. Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to our patent application counsel, the U.S. Patent and Trademark Office Examiner rejected all of our arguments and merely repeated earlier rejections from the first Official Action. Our patent application counsel believes that the U.S. Patent and Trademark Office Examiner has misapplied the cited references to our claims and is misreading our claims. Our patent application counsel’s advice was that we file a response to the final Official Action, which was done prior to the deadline of November 13, 2008.


Soon after October 24, 2008, we received an Advisory Action (dated October 24, 2008) from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Advisory Action was February 1, 2009. The U.S. Patent and Trademark Office Examiner had not accepted our response to the final Official Action, so according to our patent application counsel we now had a number of options available. One of those options was to abandon the patent application, we did not entertain this option.


On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.






13


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 4 -  PATENTS (CONTINUED)


On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner.


On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process.


In addition, if the Company desires patent protection outside the U.S. for its patent application which was filed in the U.S. Patent and Trademark Office on May 31, 2007, the Company’s patent application counsel recommended filing foreign patent applications not later than May 31, 2008, the one-year anniversary of the U.S. filing date. As management does not yet know whether the Company’s invention merits foreign patent protection and as it did not file foreign patent applications, but it wants to reserve the right to seek foreign patents, the Company’s patent application counsel recommended filing an international patent application through the Patent Cooperation Treaty (“PCT”). A PCT application filed not later than the one-year anniversary date will extend for eighteen months the final decision to file individual patent applications in PCT Contracting States. The list of PCT Contracting States is available at the World Intellectual Property Organization (WIPO) website located at www.wipo.int/pct. The PCT application merely reserves the Company’s right to file foreign applications at a later date; it does not itself mature into a patent. On May 23, 2008, the Company filed an international patent application through the Patent Cooperation Treaty.


On December 18, 2009 the Company announced that the Company has filed a New National Phase Patent Application in Canada, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts."


On February 1, 2010 the Company announced that the Company has filed New National Phase Patent Applications in Europe and Australia, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts."


On June 16, 2008, the Company amended the Patent License Agreement between the Company and its president, treasurer and sole director, Mark Bruk and entered into a Patent License and Royalty Agreement between the Company and Mr. Bruk. Under the terms of the Patent License and Royalty Agreement, (i) the Company will pay to Mr. Bruk twenty-five (25) percent of the gross revenues derived from the use, offer for sale, sell, lease, rent and export of products and related services covered by Mr. Bruk's United States Patent Application, "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", Serial Number #11/809,031, filed with the United States Patent and Trademark Office on May 31, 2007; or any foreign patents corresponding thereto, and/or any divisions, continuations, or reissue thereof, and (ii) the Company is subject to an annual minimum patent royalty payment of $50,000 for the initial one (1) year period commencing upon the issuance of a United States patent in respect of the aforementioned patent application and in subsequent years the annual minimum patent royalty shall increase by one hundred (100) percent from the previous one (1) year period. In addition to a number of standard



14


KUNEKT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2010 (Unaudited) and October 31, 2009



NOTE 4 -  PATENTS (CONTINUED)


termination clauses, Mr. Bruk may terminate the Patent License and Royalty Agreement immediately in the event the Company is in breach of payment of the annual minimum patent royalty payment, any patent royalties due or other expenses in respect of the patent application.


Management has determined that the economic life of the patent to be 10 years and amortization, over such 10-year period and on a straight-line basis, will begin once the patent has been issued. The Company evaluates the recoverability of intangible assets, including patents on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.


NOTE 5 - GOING CONCERN


The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs.  Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in stockholders' equity.  All of these items raise substantial doubt about its ability to continue as a going concern.


Management's plans with respect to alleviating the adverse financial conditions that caused shareholders to express substantial doubt about the Company's ability to continue as a going concern are as follows:


The Company's current assets are not deemed to be sufficient to fund ongoing expenses related to the start up of planned principal operations.  If the Company is not successful in the start up of business operations which produce positive cash flows from operations, the Company may be forced to raise additional equity or debt financing to fund its ongoing obligations and cease doing business.


Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Mr. Bruk, the president, treasurer and sole director of the Company and from the proceeds raised from its offering of its common stock.  However, there can be no assurances that management’s plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted.  If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



NOTE 6 - SUBSEQUENT EVENTS

Management has evaluated subsequent events as of February 20, 2010, and has determined there are no subsequent events to be reported.




15




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


This quarterly report contains forward-looking statements that involve risk, uncertainties and assumptions. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those identified below, in "Risk Factors" and elsewhere in this report. 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.


The following discussion and analysis should be read in conjunction with the financial statements and related notes and the other financial information appearing elsewhere in this quarterly report. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to our shares of common stock. As used in this quarterly report, the terms “we”, “us” and “our” means Kunekt Corporation, unless otherwise indicated.


Company Overview


We are a development-stage company organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “KUNEKT Card”) and related services that we are developing. We expect to provide personal and business consumers with the KUNEKT Card (similar in form to a charge card or credit card), which is linked to multiple financial accounts. It is planned that the KUNEKT Card will reduce the security risk associated with carrying multiple cards around, and it will be able to access multiple financial accounts for a single purchase. It is intended that in this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts will be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.


On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.


On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner. On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process. As of the date of this filing, there has been no further correspondence from the U.S. Patent and Trademark Office Examiner. Irrespective of whether we are granted a U.S. patent on our invention or not, we will continue the development of the KUNEKT Card and related services and our website.


On December 18, 2009 the Company announced that the Company has filed a New National Phase Patent Application in Canada, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts."


On February 1, 2010 the Company announced that the Company has filed New National Phase Patent Applications in Europe and Australia, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts."


Since inception we have primarily been concerned with the design and development of the KUNEKT Card, our logo



16




and our web site located at www.kunekt.com. This substantial amount of work is now nearing completion. As of the

date of this quarterly report we have generated no revenues from our operations.


Plan of Operation


Prior to a full commercial launch of the KUNEKT Card we must complete the development of the KUNEKT Card, the related services (including certain aspects of our website), complete the design of the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems thereby allowing our card holders to use their KUNEKT Card in retail establishments which currently process transactions against American Express, VISA, and/or MasterCard credit and debit cards, produce a limited number of KUNEKT Cards, package the KUNEKT Card for a trial distribution and commence marketing efforts. As of the date of this annual report, we have completed certain aspects of this stage, including completing the design of the logo and our website and determining some of the key features of our related services; however, we have yet to complete the design of the computer systems and continue to work on our patent application with the U.S. Patent and Trademark Office.


During the next twelve months, we will continue to focus on designing the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems and developing the KUNEKT Card related services (the features and functions to be provided) and our website (in respect of those related services) and then begin prototyping of our systems which will interconnect the KUNEKT Card with the electronic gateways that currently support American Express, VISA, and/or MasterCard credit and debit cards. During the fourth quarter ending October 31, 2009, we were successful in completing many aspects concerning the launch of the KUNEKT Card, including the design of our brand, logo and website and the KUNEKT Card itself.


Once we have completed the prototype design of our computer systems which will interconnect the KUNEKT Card with the electronic gateways that currently support American Express, VISA, and/or MasterCard credit and debit cards, the next stage will be the production of a limited number of KUNEKT Cards and the development of the KUNEKT Card related features on our website, and a trial distribution of KUNEKT Cards to prospective customers.


Over the next twelve months we have estimated that we will need to spend approximately $1,053,000 on completing these stages, up to but not including the production of a limited number of KUNEKT Cards and the trial distribution of KUNEKT Cards.


 

Quarter Ended

Apr 30, 2010

 

Jul 31, 2010

 

Oct 31, 2010

 

Jan 31, 2011

 

Rent

$

12,000 

 

$

12,000 

 

$

12,000 

 

$

12,000 

 

Officer Wages

 

20,000 

 

 

20,000 

 

 

20,000 

 

 

20,000 

 

Accounting

 

2,500 

 

 

2,500 

 

 

2,500 

 

 

7,500 

 

Legal

 

2,500 

 

 

2,500 

 

 

2,500 

 

 

2,500 

 

Email Marketing

 

25,000 

 

 

25,000 

 

 

25,000 

 

 

25,000 

 

Print Marketing

 

50,000 

 

 

50,000 

 

 

50,000 

 

 

50,000 

 

Website Development

 

20,000 

 

 

20,000 

 

 

20,000 

 

 

20,000 

 

Software Development

 

90,000 

 

 

90,000 

 

 

90,000 

 

 

90,000 

 

SEC and SEDAR Filings

 

1,500 

 

 

1,500 

 

 

1,500 

 

 

1,500 

 

General and Administrative

 

12,500 

 

 

12,500 

 

 

12,500 

 

 

12,500 

 

Travel

 

20,000 

 

 

20,000 

 

 

20,000 

 

 

20,000 

 

Miscelleaneous

 

6,000 

 

 

6,000 

 

 

6,000 

 

 

6,000 

 

Total

$

262,000 

 

$

262,000 

 

$

262,000 

 

$

267,000 



As we continue to work to complete these stages we will attempt to raise additional money through future debt or equity financing to begin production of a limited number of KUNEKT Cards and to conduct a trial distribution of KUNEKT Cards to prospective customers from North American credit card holders. During this trial distribution, we will continue to refine the related services and optimize our marketing efforts from the market feedback we receive. We do not at this time have an estimate for this stage.


Financial Condition, Liquidity and Capital Resources


At January 31, 2010, we had $365,174 cash on hand and in the bank compared to $131 in cash at January 31, 2009.



17




At January 31, 2010, we had negative working capital of $156,176 compared to negative working capital of $70,834, at January 31, 2009. This increase in negative working capital is the result of the increased work on the Kunekt Card and related systems, increases in amounts payable to our principle executive officer including a $450,000 loan to the company, and legal and filing fees in respect of our patent application.


At January 31, 2010, we had total assets of $396,320 consisting of cash of $365,174, prepaid expenses of $98 and patent filing fees of $31,048. Our total assets at January 31, 2009 were $25,023 consisting of cash of $131, prepaid expenses of $124 and patent filing fees of $24,768. This change is primarily the result of a $450,000 loan to the company by our principle executive officer.


At January 31, 2010, our total liabilities were $521,448, consisting of a loan payable and accrued interest to our principle executive officer of $458,848, a note payable and accrued interest to our principle executive officer of $26,645, accrued wages payable to our principle executive officer of $33,000 and accounts payable of $2,955. Our total liabilities at January 31, 2009 were $71,089, consisting of a note payable and accrued interest to our principle executive officer of $57,640, accrued wages payable to our principle executive officer of $7,850 and accounts payable of $5,599.


For the three-month period ended January 31, 2010, net cash used by operating activities was $8,492, net cash used by investment activities was nil, net cash used by financing activities was $82,700, foreign exchange effect on cash was 4,268, notes payable issued for patent filing costs was $1,175 and accounts payable issued for patent filing costs was $2,555. For the three-month period ended January 31, 2009, net cash used by operating activities was $8,641, net cash used by investment activities was nil, net cash provided by financing activities was $5,392, foreign exchange effect on cash was nil, notes payable issued for patent filing costs was $1,553 and accounts payable issued for patent filing costs was $149.


We must raise capital to continue the staged design, development, production, packaging and distribution of our financial account card (the “KUNEKT Card”) and related services and initiate sales and marketing activities.


Management has estimated the cost over the next twelve months to be (a) approximately $1,022,000 to continue development of the KUNEKT Card and related services (including our website), and (b) $26,000 to maintain our reporting status. Therefore our current cash on hand will not satisfy our cash requirements for the next twelve months and as such our president, treasurer and sole director, Mr. Bruk, will need to make additional financial commitments to our company, which is not guaranteed. Mark Bruk, our president, treasurer and sole director, in addition to his investment in our common stock, has loaned the company $450,000 and has a note payable and accrued investments of $68,494 in our company. He is willing to make additional financial commitments, but the total amount that he is willing to invest has not yet been determined. However, Mr. Bruk has undertaken, if he is so able to, to provide us with operating and loan capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan.


We plan to satisfy our future cash requirements - primarily the working capital required for the production of the KUNEKT Card and related services, the trial distribution of the KUNEKT Card, and to offset legal and accounting fees - by additional financing. This will likely be in the form of future debt or equity financing.


Management believes that if we obtain sufficient funds to operate our business through future debt or equity financing, we may generate sales revenue within the following twelve months thereof. However, additional debt or equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


If we are unsuccessful in raising the additional proceeds through future equity financing we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, we are highly dependent upon the future equity financing and failure to obtain equity financing would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional



18




proceeds via future debt or equity financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment. Also management believes if we cannot raise sufficient revenues or maintain our reporting status with the Securities and Exchange Commission we will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.


The development of the KUNEKT Card and related services will continue over the next twelve months. Management does not plan to hire additional employees at this time but to continue to retain the services of thirdparty consultants. Once we begin developing the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems we will hire independent consultant(s) to build these systems. We also intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum. Other than hiring independent consultants to design, develop and market the KUNEKT Card and related services, we do not anticipate obtaining any further products or services. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees. We have no current material commitments.


If we are unable to complete any phase of our development or marketing efforts because we don't have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.


Our auditors have issued a "going concern" opinion. This means that there is substantial doubt that we can continue as an on-going business for the next one year unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no substantial revenues are anticipated until we launch the KUNEKT Card and related services. Accordingly, we must raise cash from sources other than from the sale of the KUNEKT Card and related services. Our only source for cash at this time is investments by our president, treasurer and sole director. We must raise cash to implement our business strategy and stay in business. On September 24, 2009, we raised $450,000 in a loan from our founder and we have used up $15,000 we raised through initial public offering of shares of our common stock, therefore our president, treasurer and sole director will need to make additional financial commitments to our company and/or we will need to raise additional capital through future debt or equity financing. Our success or failure will be determined by our ability to develop and market the KUNEKT Card and related services.


Results of Operations


 

  

 

Three Months Ended
January 31, 2010

 

 

Three Months Ended
January 31, 2009

 

Revenue

$

Nil 

 

$

Nil 

 

Operating Expenses

 

30,516 

 

 

15,738 

 

Net Income (Loss)

 

(30,516)

 

 

(15,738)


Our operating expenses consist of professional and legal fees, officer wages, incorporation costs, and general and administrative expenses. Professional and legal fees for the three-month period ended January 31, 2010 were $8,031 compared to $11,746 for the three-month period ended January 31, 2009. For the three-month period ended January 31, 2010 accounting fees were $368, auditing fees were $6,793, legal fees were $104, stock transfer agent fees were $766 and miscellaneous professional fees were nil, compared to $650, $5,000, $4,097, $450 and $1,549 respectively for the three-month period ended January 31, 2009. Officer wages for the three-month period ended January 31, 2010 were $12,975 compared to $1,850 for the three-month period ended January 31, 2009. During the three-month period ended January 31, 2010, our president, Mark Bruk, worked 519 hours at a rate of $25 per hour and, as a result, we accrued $12,975 in wages payable to Mr. Bruk compared to 74 hours at a rate of $25 per hour and$1,850 in accrued wages payable during the three-month period ended January 31, 2009. General and administrative expenses for the three-month period ended January 31, 2010 was $3,823 compared to $1,639 for the three-month period ended January 31, 2009. The increase in operating expenses was primarily attributable to our increased work on the Kunekt Card and related systems.




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The following table shows a breakdown of material components of our expenses:


 

  

 

Three Months Ended
January 31, 2010

 

 

Three Months Ended
January 31, 2009

 

Accounting fees

$

368 

 

$

650 

 

Auditing fees

 

6,793 

 

 

5,000 

 

Legal fees

 

104 

 

 

4,097 

 

Stock transfer agent fees

 

766 

 

 

450 

 

General and administrative expenses

 

3,823 

 

 

1,639 

 

Officer wages

 

12,975 

 

 

1,850 


Financing Activities


Financing activities resulted in a net cash outflow of $82,700 for the three-month period ended January 31, 2010 compared to a net cash inflow of $5,392 for the three-month period ended January 31, 2009.


We intend to seek additional funding through public or private financings to fund our operations through fiscal 2010 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve

cash flow positive operations, we may have to significantly delay product development and scale back operations both of which may affect our ability to continue as a going concern.


Additional Disclosure of Outstanding Share Data


As of February 19, 2010, we had 10,750,000 shares of common stock issued and outstanding.


Off Balance Sheet Arrangements


We currently have no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts, nor are any contemplated by management. We do not engage in trading activities involving non-exchange traded contracts.


The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.


Critical Accounting Policies


The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated condensed financial statements and accompanying notes included elsewhere in this quarterly report. The United States Securities and Exchange Commission has defined a company’s most critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. For additional information, see the notes to consolidated condensed financial statements included elsewhere in this quarterly report and also please refer to our annual report on Form 10-K for the year ended October 31, 2009, for a more detailed discussion of our critical accounting policies. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions or conditions.



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We did not make any material changes in or to our critical accounting policies during the three-month period ended January 31, 2010.


The carrying amounts of our financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.


Recent Accounting Pronouncements


In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of October 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.



Item 3 Quantitative and Qualitative Disclosures About Market Risk


Not applicable.



Item 4 Controls and Procedures


Not applicable.



Item 4T Controls and Procedures


Disclosure Controls and Procedures


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 of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC'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 or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.


In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2009, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.




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Management's Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.


Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of October 31, 2009 due to the following material weaknesses:


Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. Going forward, with material, complex and non-routine transactions, management will gain a thorough understanding of the transaction and seek guidance from third-party experts or consultants. Management corrected any errors prior to the release of our company’s October 31, 2009 financial statements.


Our company’s administration is composed of one administrative individual resulting in a situation where there is no segregation of duties. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duties is feasible.


This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this quarterly report.


Changes in Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the first quarter ended January 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





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PART II


Item 1 Legal Proceedings


There is no material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.


There is no material proceeding to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.



Item 1A Risk Factors


In addition to other information in this quarterly report on Form 10-Q, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward looking statements.


Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.


There is substantial doubt about our ability to continue as a going concern.


Our auditor's report on our October 31, 2009 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We secured $450,000 in a loan from our founder on September 24, 2009, and $15,000 from our prospectus offering, which prospectus was filed on Form 424A with the Securities and Exchange Commission on January 14, 2008. We will need to raise additional capital, or we may be required to suspend or cease activities within one year. Since our prospectus offering contained no minimum or refunds on sold shares, you may have invested in a company that will not have the funds necessary to continue to deploy its business strategies.


We have incurred an accumulative net loss of $51,610 for the period from October 1, 2007 (date of inception) to January 31, 2010 and we have had no revenue. Mark Bruk, our president, treasurer and sole director, in addition to his investment in our common stock, has invested an additional $68,494 in our company and made a $450,000 loan to the company. He is willing to make additional financial commitments, but the total amount that he is willing to invest has not yet been determined. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale, to personal and business consumers, of our proprietary patent pending financial account card product and related services. We plan to seek additional funds through future debt or equity financing. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.


As we have been issued an opinion by our auditors that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult for us to attract investors.


If we do not obtain adequate financing, our business will fail, which will result in the complete loss of your investment.


Our current operating funds are not adequate for corporate existence over the next one year. Our cash balance as of January 31, 2010 is $365,174. We anticipate our ongoing expenses over the next one year to be $1,053,000 for the one year period. We will require additional financing in order to maintain our corporate existence and status as a



23




reporting issuer and implement our business plans and strategy. We intend to raise additional capital through future debt or equity financing.


Currently, management cannot provide investors with an accurate estimate of the additional proceeds required to complete the design and development of our new financial account card and related services, establish our sales and marketing initiatives, design and develop our website, and build our customer base by soliciting product orders and service contracts from consumers (initially American and Canadian consumers). Investors should be aware that even if we complete the design and development of our new financial account card and related services, and commence operations, the costs associated with providing our new financial account card and related services may be cost prohibitive, which would result in the total loss of any investment made in our company. Additionally, if we are not successful in earning revenues once we have our new financial account card and related services and have commenced business operations, we may require additional financing to sustain business operations.


Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including our ability to attract interest from potential customers for our new financial account card and related services, changes in the financial account card marketplace, and investor sentiment. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.


No assurance can be given that we will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and upon our financial conditions.


Since we anticipate operating expenses will increase prior to earning revenue, if any, we may never achieve profitability.


Prior to the completion of the development of the KUNEKT Card and related services, establishing our sales and marketing initiatives, we anticipate that we will incur increased operating expenses without realizing any revenue. Based upon current plans, we expect to incur operating losses in future periods. Anticipated losses will occur because there are expenses associated with the development of the KUNEKT Card and related services and establishing our sales and marketing initiatives. In addition to annual expenses, we will incur additional legal expenses in respect of the continued efforts to have our patent application granted and to file similar applications in certain target market countries (other than the U.S. and Canada, the target market countries are Europe and Australia). We will need to raise additional funds through future debt or equity financing.


Within the next one year, increases in expenses associated with the development of the KUNEKT Card and related services and establishing our sales and marketing initiatives, and continuing the developing our website will be attributed primarily to the cost of financial services’ consultants, design consultants and website development consultants.


Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment.


We are a development-stage company and have just begun the initial stages of the design and development of the Kunekt Card and related services, and designing and developing our website. We were incorporated on October 1, 2007 and to date have been involved primarily in organizational activities and researching the financial account card marketplace. Thus we have no way to evaluate the likelihood that we will be able to operate our business successfully.


We cannot guarantee that in the future we will be successful in generating revenue or raising funds through the sale of shares or through debt financing to pay for the design and development expenses. As of the date of this quarterly report, we have not earned any revenue. Failure to generate revenue may cause us to go out of business, which will result in the complete loss of your investment.




24




Our president, treasurer and sole director is a non-resident of the United States.


Mark Bruk, our president, treasurer and sole director, is a non-resident of the United States. Accordingly, investors may not feel comfortable investing in a company whose management is outside of the country and may have concerns regarding the future stability of the company. There can be no assurance management will ever be run by residents of the United States.


As our president, treasurer and sole director has other outside business activities, he may not be in a position to devote a majority of his time to our company, which may result in periodic interruptions or business failure.


Mark Bruk, our president, treasurer and sole director, has other outside business activities and currently is devoting approximately 40 hours per week to our operations, however this may not continue. Our operations may be sporadic and occur at times which are not convenient to Mr. Bruk, which may result in periodic interruptions or suspensions of our business plan. Such delays could have a significant negative effect on the success of the business.


Key management personnel may leave our company, which could adversely affect our ability to continue operations.


We are entirely dependent on the efforts of Mark Bruk, our president, treasurer and sole director. The loss of our president, treasurer and sole director, or of other key personnel hired in the future, could have a material adverse effect on the business and our prospects.  There is no guarantee that replacement personnel, if any, will help our company to operate profitably. We do not maintain key person life insurance on Mr. Bruk.


Since our president, treasurer and sole director has no direct experience in the financial account card business, we may never be successful in implementing our business strategy, which will result in the loss of your investment.


Mark Bruk, our president, treasurer and sole director, has no direct experience in the sales and marketing of financial account cards. As a result, he may not be fully aware of many of the specific requirements of operating a financial account card and related services’ business. His decisions and choices may also not account for the business or sales strategies which are commonly deployed in the financial account card industry. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in this area. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.


Compensation may be paid to our officers, directors and employees regardless of our profitability. Such payments may negatively affect our cash flow and our ability to finance our business plan, which would cause our business to fail.


Mark Bruk, our president, treasurer and sole director is receiving compensation and Arom Thaveeloue, our secretary, and/or any future employees of our company may be entitled to receive compensation, payments and reimbursements regardless of whether we operate at a profit or a loss. Any compensation received by Mr. Bruk, Mr. Thaveeloue, or any other personnel in the future, will be determined from time to time by the board of directors, which currently consists solely of Mr. Bruk, or Mr. Bruk in his capacity as our president, as applicable. We expect to reimburse Mr. Bruk, Mr. Thaveeloue and any future personnel for any direct out-of-pocket expenses they incur on behalf of us.


Since our president, treasurer and sole director currently owns 93% of the issued and outstanding common stock, investors may find that his decisions are contrary to their interests.


As of the date of this quarterly report, Mark Bruk, our president, treasurer and sole director, currently owns 93% of the issued and outstanding shares. As a result, he is able to choose all of our directors and control the direction of our company. Mr. Bruk's interests may differ from the interests of other shareholders. Factors that could cause his interests to differ from the interests of other shareholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he may be able to devote to our company.




25




Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.


The shares of our common stock constitute “penny stocks” under the Securities Exchange Act of 1934. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.


The "penny stock" rules adopted by the SEC under the Securities Exchange Act of 1934 subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.


Legal remedies, which may be available to an investor in "penny stocks,” are as follows:


(a) if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.


(b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.


(c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.


If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.


If we are dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.


In the event of our dissolution, any proceeds realized from the liquidation of our assets will be distributed to the shareholders only after all claims of our creditors are satisfied. In that case, the ability of our shareholders to recover any portion of their investments in our shares will depend on the amount of funds realized and the claims to be satisfied therefrom.


Since we have 66,000,000 authorized shares, our management could issue additional shares, diluting our current shareholders' equity.


We have 66,000,000 authorized shares (65,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.01 per share), of which only 10,750,000 common shares are currently issued and outstanding. We do not anticipate issuing any preferred shares in the foreseeable future. Our management could, without the consent of our then existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our then existing shareholders. Additionally, large share issuances by us would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.


Since we are a development-stage company, we do not anticipate paying dividends in the foreseeable future.


We do not anticipate paying dividends on either our common stock or preferred stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.




26




Our inability to receive a patent on our non-provisonal patent application filed with the United States Patent and Trademark Office could impair our ability to implement our business strategy successfully.


On February 2, 2009, we filed a Request for Continued Examination of our patent application with the U.S. Patent and Trademark Office. Our patent application counsel believes that our patent application is patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner. Therefore we will continue to aggressively argue our claims in this regard.


On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patentapplication. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process.


If we are not granted a patent, we would be required to compete in the financial account card market without the protection of a patent, and this could have a material adverse effect on our ability to establish a base of customers. The inability to obtain a patent could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition.


If we do not receive a patent in certain target market countries, our rights in such countries may be nil.


If we are unable to obtain a patent in certain target market countries (Canada, Europe and Australia), this could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition.


On December 18, 2009 we announced that we had filed a New National Phase Patent Application in Canada, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts." On February 1, 2010 we announced that we had filed New National Phase Patent Applications in Europe and Australia, based on the Company's International Patent Application No. PCT/US2008/006645, entitled "Method And System For Processing Financial Transactions Using Multiple Financial Accounts."


Due to our dependence on computer and telecommunications infrastructure and computer software, any systems disruptions or operating malfunctions would affect our costs of doing business and could cause our business to fail.


We will market the Kunekt Card and related services through our website and the Internet. We will rely upon the Internet to contact and solicit orders from prospective customers, and to distribute and receive payment for the Kunekt Card and related services. Our success will be depend in part on computer systems that interconnect our software systems with those of financial account card issuers, and e-commerce connections that allow us to collect revenues for the products and services we provide. Operating malfunctions in the software systems of financial institutions and other parties would have an adverse affect on our operations.


Our business depends on the development and maintenance of the internet infrastructure.


The success of our services will depend largely on the development and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security, as well as timely development of complementary products, for providing reliable Internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the numbers of users and amount of traffic. The Internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements, or problems caused by “viruses,” “worms,” and similar programs may harm the performance of the Internet. The backbone computers of the Internet have been the targets



27




of such programs. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage generally as well as the level of usage of our services.


We may be unable to protect or enforce our own intellectual property rights adequately.


We regard the protection of our trademarks, copyrights, patents, domain names, trade dress, and trade secrets as critical to our success. We plan to aggressively protect our intellectual property rights by relying on a combination of trademark, copyright, patent, trade dress and trade secret laws, and through the domain name dispute resolution system. We also plan to rely on contractual restrictions to protect our proprietary rights in products and services. We plan to enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to and disclosure of our proprietary information. These contractual arrangements and the other steps we plan to take to protect our intellectual property may not prevent misappropriation of our technology or deter independent development of similar technologies by others. We plan to pursue the registration of our domain names, trademarks, and service marks in the U.S. and internationally. On September 24, 2008, we applied for a trademark on “Kunekt” with the U.S. Patent and Trademark Office. We were granted the registered trademark on "Kunekt" (Registration #3,622,342) by the United States Patent and Trademark Office on May 19, 2009. Effective trademark, copyright, patent, domain name, trade dress, and trade secret protection is very expensive to maintain and may require litigation. We plan to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location.


We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future.


Companies in the Internet, technology and financial account card industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights.  As we face increasing competition, the possibility of intellectual property rights claims increases.  Our proprietary patent pending financial account card product may not be able to withstand any third-party claims or rights against its use.  Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention.  An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.


With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights.  We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses.  The technology also may not be available for license to us at all.  As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense.  If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively.  Any of these results could harm our brand and operating results.


If we cannot create a significant market for the Kunekt Card and related services in what is an extremely competitive industry, our business will fail and our shareholders may lose their entire investment.


Our strategy for growth is substantially dependent upon our ability to market the Kunekt Card and related services successfully to prospective customers. However, the Kunekt Card and related services may not achieve significant acceptance among consumers. Such acceptance, if achieved, may not be sustained for any significant period of time. There is no guarantee that any substitute products or services we develop will be sufficient to permit us to recover our associated costs. Failure of our products and services to achieve or sustain market acceptance could have a material adverse effect on our business, financial condition and the results of our operations.




28




There is a risk that we may be unable to continue our services or continue operations if we experience uninsured losses or an act of god.


We may, but are not required to, obtain comprehensive liability and other business insurance of the types customarily maintained by similar businesses. There are certain types of extraordinary occurrences, however, which may be either uninsurable or not economically insurable. For example, in the event of a major earthquake, our computer systems could be rendered inoperable for protracted periods of time, which would impair our ability to distribute software updates or collect revenues and thus adversely affect our financial condition. In the event of a major civil disturbance, our operations could be adversely affected. Should such an uninsured loss occur, we could lose significant revenues and financial opportunities in amounts that would not be partially or fully compensated by insurance proceeds.


Our entire business strategy is dependent on the sale of the Kunekt Card and related services. if we are unable to achieve our sales estimates we may fail and shareholders may lose their investment.


Our strategy for growth may be substantially dependent upon our ability to market and distribute the Kunekt Card and related services successfully and may require us to introduce successful new products and services. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us. There can be no assurance that we will be able to market and distribute our products and services on acceptable terms, or at all. There can be no assurance that we will be able to develop new products and services that will be commercially successful. Failure to market our products and services successfully, or develop, introduce and market new products and services successfully, could have a material adverse effect on our business, financial condition or the results of our operations.


Our failure to manage customer funds properly would harm our business.


Our ability to manage and account accurately for customer funds will require a high level of internal controls. We have no operating history or management experience in managing these internal controls. Our success will require significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain necessary controls or to manage accurately customer funds could diminish customer use of our product severely.


Customer complaints or negative publicity about our customer service could diminish use of our services.


Customer complaints or negative publicity about our customer service could severely diminish consumer confidence in and use of our services. Measures we will be taking to combat risks of fraud and breaches of privacy and security could damage relations with our customers. These measures will heighten the need for prompt and accurate customer service to resolve irregularities and disputes. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our profitability. Failure to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence.


Because we will be providing a financial service and operating in a regulated environment, we must provide telephone as well as email customer service and must resolve certain customer contacts within very short time frames. If we are unable to provide quality customer support operations in a cost-effective manner, our customers may have negative experiences, we may receive additional negative publicity, our ability to attract new customers may be damaged, and we could become subject to litigation. As a result, revenues could suffer, or operating margins may decrease.


We are dependant on third-party providers for certain services and may not be able to continue operations if there is a disruption in the supply of such services.


Initially, and for the foreseeable future, we will depend upon third party independent contractors to design, develop and supply the Kunekt Card and related services. Further, we plan on retaining independent contractors to provide other essential services to the company. We also anticipate hiring contractors to build our website. Such third party



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suppliers and contractors have no fiduciary duty to the shareholders of our company and may not perform as expected. Inasmuch as the capacity for certain services by certain third parties may be limited, the inability of those third parties, for economic or other reasons, to provide services could have a material adverse effect upon the results of our operations and financial condition.

 

The financial account card industry is closely regulated and changes in laws and practices may have an adverse affect on our ability to market our products and services.


The United States and Canada closely regulate the financial account card industry. There is a substantial risk that we may be materially and adversely affected by new state or federal regulations or consumer initiatives directed against the financial account card industry in general. Our inability or failure to comply with any adverse changes in the regulatory environment, such as new laws and regulations or new interpretations of existing laws and regulations, could result in fines, class-action litigation or interruption or cessation of certain of our business activities. Any of these events would hurt our customer base and could have a material and adverse effect upon our business, operating results and financial condition.


Government inquiries may lead to charges or penalties.


A large number of transactions will most likely occur on our website. We are subject to laws relating to the use and transfer of personally identifiable information about our users, especially for financial information and for users located outside of the U.S. New laws in this area have been passed by several jurisdictions, and other jurisdictions are considering imposing additional restrictions. Violation of these laws, which in many cases apply not only to third-party transactions but also to transfers of information between ourselves and our subsidiaries, and between ourselves, our subsidiaries, and other parties with which we have commercial relations, could subject us to significant penalties and negative publicity and could adversely affect us.


Changes to credit card association rules or practices could harm our business.


Because we are not a bank, we cannot belong to or directly access credit card associations, such as American Express, VISA, MasterCard, DiscoverCard, etc. As a result, we will have to rely on banks or payment processors to process transactions. We will also be required by our processors to comply with credit card association operating rules, and we may have to agree to reimburse our processors for any fines they are assessed by credit card associations as a result of any rule violations by us. The credit card associations and their member banks set and interpret the credit card rules. Some of those member banks may compete with us. American Express, VISA, MasterCard or DiscoverCard could adopt new operating rules or re-interpret existing rules that we or our processors might find difficult or even impossible to follow. As a result, we could lose our ability to give customers the option of using credit cards to fund their transactions. If we are unable to accept credit cards, our business would be seriously, and possibly irreparably, damaged.


We will be required to comply with credit card associations’ special operating rules for Internet payment services. We could be subject to fines from American Express, VISA, MasterCard, DiscoverCard, etc. if we fail to detect that merchants are engaging in activities that are illegal or that are considered “high risk,” primarily the sale of certain types of digital content. For “high risk” merchants, we must either prevent such merchants from using our products or register such merchants with American Express, VISA, MasterCard or DiscoverCard and conduct additional monitoring with respect to such merchants. We may incur fines from our credit card processor relating to our failure to detect the use of our service by “high risk” merchants. The amount of these fines could be material, and could result in a termination of our ability to accept credit cards or changes in our process for registering new customers, which would seriously damage our business. We intend to provide controls over such misuse; however, there is no guarantee that our systems will be completely successful in preventing such misuse.


If we were found to be subject to or in violation of any U.S. laws or regulations governing banking, money transmission, or electronic funds transfers, we could be subject to liability and forced to change our business practices.


A number of U.S. states have enacted legislation regulating money transmitters. To date, we have not obtained a license in any of these jurisdictions. If we become a licensed money transmitter, we will be subject to bonding



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requirements, restrictions on our investment of customer funds, reporting requirements, and inspection by state regulatory agencies. If we were found to be in violation of any money services laws or regulations, we could be subject to liability, forced to cease doing business with residents of certain states, or forced to change our business practices. Any change to our business practices that would make the service less attractive to customers or prohibit its use by residents of a particular jurisdiction could decrease the velocity of trade and could harm our business. Even if we are not forced to change our business practices, we could be required to obtain additional licenses or regulatory approvals that could impose a substantial cost on us.


We believe that the licensing or approval requirements of the U.S. Office of the Comptroller of the Currency, the Federal Reserve Board, and other federal or state agencies that regulate banks, bank holding companies, or other types of providers of e-commerce services do not apply to us, except for certain money transmitter licenses mentioned above. However, one or more states may conclude that we are engaged in an unauthorized banking business. If we are found to be engaged in an unauthorized banking business in one or more states, we might be subject to monetary penalties and adverse publicity and might be required to cease doing business with residents of those states or could be subject to fines and penalties. The need to comply with state laws prohibiting unauthorized banking activities could also limit our ability to enhance our services in the future. Any change to our business practices that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could decrease the velocity of trade and could harm our business.


Although we have not yet applied for or received any interpretations to date, we are assuming that our service will be subject to the Electronic Fund Transfer Act and Regulation E of the Federal Reserve Board. As a result, among other things, we must provide advance disclosure of changes to our service, follow specified error resolution procedures and absorb losses above $50 from transactions not authorized by the consumer. In addition, we are subject to the financial privacy provisions of the Gramm-Leach-Bliley Act, state financial privacy laws, and related regulations. As a result, some customer financial information that we receive is subject to limitations on reuse and disclosure. Existing and potential future privacy laws may limit our ability to develop new products and services that make use of data gathered through its service. The provisions of these laws and related regulations are complicated, and we do not have extensive experience in complying with them. Even technical violations of these laws can result in penalties of up to $1,000 for each non-compliant transaction. Any violations could expose us to significant liability. Any negative view in the public’s perception of our compliance with privacy laws and policies could also negatively impact our business.


Our status under banking or financial services laws or other laws in markets outside the U.S. is unclear.


In markets other than the U.S. and Canada, we may have to serve our customers through a wholly-owned offshore subsidiary of our company. In many of these markets, it is not yet clear whether our offshore-based service will be subject to local law or, if it is subject to local law, whether such local law requires a payment processor like us to be licensed as a bank or financial institution or otherwise. Even if we are not required to obtain a license in those countries, future localization or targeted marketing of our service in those countries could require licensure and other laws of those countries (such as data protection and anti-money laundering laws) may apply. If we were found to be subject to and in violation of any foreign laws or regulations, we could be subject to liability, forced to change our business practices or forced to suspend providing services to customers in one or more countries. Alternatively, we could be required to obtain licenses or regulatory approvals that could impose a substantial cost on us and involve considerable delay to the provision or development of our product and services. Delay or failure to receive such a license would require us to change our business practices or features in ways that would adversely affect our international expansion plans and could require us to suspend providing services to customers in one or more countries.


As our products are intended for use in the financial account card industry, any downturn in the industry would reduce the demand for our products and services and could make our business unprofitable.


We have identified a growing market in the financial account card industry for the Kunekt Card and related services. Many factors could lead to a downturn in this industry, such as changes in the financial account card industry’s regulatory environment. Any such industry downturn would restrict our target market and adversely affect our ability to conduct our business and achieve profitability.




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Our business strategy anticipates international sales. There is significant risk associated with doing business in international markets and we may fail to meet sales levels required in order to remain in business.


We anticipate that revenue from the sale of our products and services will be derived from customers located primarily in the U.S. and Canada. Since financial account cards are issued in other countries as well, we anticipate that international sales may account for a portion of our revenues. There can be no assurance that we will be able to manage any international operations effectively or that our activities will enable us to compete successfully in international markets or to satisfy the product, service and support requirements of customers in international markets. There can be no assurance that any of these factors will not have a material adverse effect on our business, financial condition, and results of operations.


We may sell our services and products in currencies other than the United States dollar, which would make the management of currency fluctuations difficult and expose us to risks in this regard. Our results of operations may be subject to fluctuations in the value of various currencies against the United States dollar. Although management will monitor our exposure to currency fluctuations, there can be no assurance that exchange rate fluctuations will not have a material adverse effect on our results of operations, or financial condition.


Our competitors may infringe on our customer base and have an adverse effect upon our business and the results of operations.


We have identified a market opportunity for the Kunekt Card and related services in the financial account card market. Competitors may enter this segment of the financial account card market with superior products and services, thus rendering our products and services obsolete and nullifying our competitive advantage, especially if we do not receive a patent on our non-provisional patent application filed with the United States Patent Trademark Office. There may be traditional financial account card providers, such as American Express, VISA, MasterCard, DiscoverCard, etc., that are better financed and have long standing relationships with our primary potential customers. Even if we are successful in receiving a patent on our non-provisional patent application, there can be no guarantee that such pre-existing companies will not mimic our business model and financial account card product and related services. This would infringe on our customer base and have an adverse affect upon our business and the results of our operations.


We may suffer from rapidly changing products, services and technologies, which could make our products and services obsolete.


The financial account card industry is generally characterized by rapidly changing products, services and technologies that could result in the obsolescence or short life cycles of the Kunekt Card and related services. These market characteristics are exacerbated by the changing nature of the financial account card business and the fact that in the near future many companies may introduce financial account card products and related services similar to those offered by us. Accordingly, our ability to compete will depend upon our ability to continually enhance and improve the Kunekt Card and related services, and to provide new and innovative services. Competitors may develop services or technologies that render those of our company obsolete or less marketable. In addition, our systems and services may not prove to be sufficiently reliable or robust in wide spread commercial application.





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Item 2 Unregistered Sales of Equity Securities and Use of Proceeds


None.



Item 3 Defaults Upon Senior Securities


None.



Item 4 Submission of Matters to a Vote of Security Holders


None.



Item 5 Other Information


Effective as of November 1, 2009, we amended the shareholder loan agreement (see Item 6, Exhibit 10.8 to this quarterly report) between the Company and Mr. Bruk, whereby Mr. Bruk agreed to continue to loan us funds, as required, to operate our business. The term of the loan is indefinite, and the loan can be repaid at any time, in part or in full. There are no interest payments during the life of the loan, but the repayment amount will include all interest that accrues while the loan is outstanding. The note is unsecured, due upon demand and accrues interest at the end of each month on the then outstanding balance on a last-in, first-out basis for new funds and payments. The interest rate on the loan is set at 4.0%.



Item 6 Exhibits


Exhibits Required by Item 601 of Regulation S-K

(3)

Articles of Incorporation and By-laws

3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on December 12, 2007)

3.2

Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on December 12, 2007)

(10)

Material Contracts

10.1

License Agreement for Non-Provisional Patent Application of Mark Bruk (incorporated by reference from our Registration Statement on Form SB-2 filed on December 12, 2007)

10.2

Shareholder Loan Agreement between Kunekt Corporation and Mark Bruk (incorporated by reference from our Registration Statement on Form SB-2 filed on December 12, 2007)

10.3

Form of Subscription Agreement Primary Offering (incorporated by reference from our Quarterly Report on Form 10-QSB filed on February 27, 2008)

10.4

Patent License and Royalty Agreement (incorporated by reference from our Quarterly Report on Form 10-QSB filed on September 8, 2008)

10.5

Domain Name Assignment Agreement (incorporated by reference from our Quarterly Report on Form 10-QSB filed on September 8, 2008)

10.6

Shareholder Loan Agreement between Kunekt Corporation and Mark Bruk (incorporated by reference from our Annual Report on Form 10-Q filed on March 13, 2009)

10.7

Promissory Note and Security Agreement (incorporated by reference from our Form 8-K filed on September 24, 2009)

10.8*

Shareholder Loan Agreement between Kunekt Corporation and Mark Bruk

(31)

Section 302 Certification

31.1*

Section 302 Certification of Mark Bruk

(32)

Section 906 Certification

32.1*

Section 906 Certification of Mark Bruk

*   Filed herewith




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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



KUNEKT CORPORATION



By: /s/ MARK BRUK

Mark Bruk

President, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)


Dated: February 22, 2010




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EXHIBIT 31.1


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Mark Bruk, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Kunekt Corporation


2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;


b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;


c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 22, 2010.


By: /s/ MARK BRUK

Mark Bruk

President, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)



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EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



The undersigned, Mark Bruk, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1. the quarterly report on Form 10-Q of Kunekt Corporation for the three-month period ended January 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kunekt Corporation.


Date: February 22, 2010.


By: /s/ MARK BRUK

Mark Bruk

President, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)


A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Kunekt Corporation and will be retained by Kunekt Corporation and furnished to the Securities and Exchange Commission or its staff upon request.




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