Attached files

file filename
EX-31 - EXHIBIT 31.1 - Buildablock Corp.exh31_1.htm
EX-32 - EXHIBIT 32.1 - Buildablock Corp.exh32_1.htm
EX-31 - EXHIBIT 31.2 - Buildablock Corp.exh31_2.htm
EX-32 - EXHIBIT 32.2 - Buildablock Corp.exh32_2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-K
___________________________

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

 

For the fiscal year ended November 30, 2009
  

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

  

Commission file number 333-131599

 

HIPSO MULTIMEDIA, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Florida 22-3914075
(State of Incorporation) (I.R.S. Employer Identification No.)
   
550 Chemin du Golf, Suite 202, Ile de Soeurs, Quebec, Canada H3E 1A8
(Address of Principal Executive Offices) (ZIP Code)

 Registrant's Telephone Number, Including Area Code: (514) 380-5353

Securities Registered Pursuant to Section 12(g) of The Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨¨ No   x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨  No   x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

On November 30, 2009, the aggregate market value of the 8,863,154 common stock held by non-affiliates of the Registrant was approximately $531,789. On November 30, 2009, the Registrant had 57,203,508 shares of common stock issued and outstanding.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ¨ Accelerated filer ¨  Non-Accelerated filer ¨  Smaller reporting company x





TABLE OF CONTENTS

Item
____
   Description
   _________
Page
____
 
 

PART I

 
ITEM 1.    DESCRIPTION OF BUSINESS
ITEM 1A.    RISK FACTORS RELATED TO OUR BUSINESS
ITEM 1B.    UNRESOLVED STAFF COMMENTS
ITEM 2.    DESCRIPTION OF PROPERTY
ITEM 3.    LEGAL PROCEEDINGS
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 

PART II

 
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6.    SELECTED FINANCIAL DATA
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
     PLAN OF OPERATION
ITEM 7A.    QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE
ITEM 9A.    CONTROLS AND PROCEDURES
ITEM 9B.    OTHER INFORMATION
 
 

PART III

 
ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
ITEM 11.    EXECUTIVE COMPENSATION
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
     RELATED SHAREHOLDER MATTERS
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



Forward-Looking Statements and Associated Risks

This Annual Report on Form 10-K of Hipso Multimedia, Inc. (hereinafter the "Company" or the "Registrant") includes forward-looking statements. The Registrant has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Registrant that may cause its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this Annual Report on Form 10-K and in the Registrant's other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. For a more detailed discussion of the foregoing risks and uncertainties, see "Risk Factors".

PART I

ITEM 1. DESCRIPTION OF BUSINESS Back to Table of Contents

Hipso Multimedia, Inc. (the "Company") was incorporated under the laws of the State of Florida on April 5, 2005, under the name Physicians Remote Solutions, Inc. While operating as Physicians Remote Solutions, the Company had rights to manufacture and sell a telephone based voice activated billing and records entry system designed for use by physicians called “DR SPEAK”, which was designed to simplify the entry of patient information and the processing of billing claims by physicians. On June 2, 2008, the Company entered into an agreement to acquire all of the issued and outstanding common shares of Valtech Communications Inc. (“Valtech”), a Canadian corporation and a wholly-owned subsidiary of Hipso Multimedia, Inc., a Florida corporation, in consideration of the issuance of 40,000,000 shares of common stock of the Company. The effective date of the reverse merger was June 2, 2008, following which the Company ceased all efforts related to DR. SPEAK. On July 8, 2008, the Company changed its name to Hipso Multimedia, Inc. The Company's common stock is subject to quotation on the NASD OTCBB under the symbol “HPSO.”

Valtech owns and operates a “triple play” network providing digital TV, voice over internet protocol (VoIP) and high-speed internet access via fiber optic cable (“Telecommunication Services”). Valtech, using its dark fibre network, aggregates its TV signal at the Montreal head-end where all TV stations meet before being distributed by the various network operators. As a result of the fact that Montreal has one of the most extensive underground fiber optic network in North America, Valtech leases fiber optic pairs from an unaffiliated supplier at an average cost of cdn$400.00 per month. Since there are profusion of physical capacity the pricing is very low compared to any other city. These suppliers directly connect our technical center to the various buildings we serve. These fiber optic pairs are delivered to the meet me point where we cross connect to the Valtech internal building network. Initially targeting the multi-dwelling unit (MDU) market in the greater Montreal, Canada area, the Company’s plan is to offer its Telecommunication Services throughout Canada provided that it generates increased revenues and/or raises capital through equity or debt offerings. Valtech offers its retail customers a bundled package including IP telephony, internet bandwidth in 5 and 10 megabytes per second (Mbps) increments to a maximum of 50 Mbps, and 83 television channels.

In addition to marketing its services to the MDU market, Valtech also offers its services to hotels, hospital and retirements homes by offering bulk long term agreements to these commercial customers, marketing its Telecommunication Services through its website, valtech.ca, through advertisements in print media and direct mailings. Valtech also directly markets its Telecommunication Services to scale real estate business such as Brookfield Real Estate, La Societe d' Habitauonte de Montreal and Embassy Suites Hotels as well as residential complexes in the greater Montreal area.

In addition, one of the Company’s principal shareholders, Peter Varadi, owns Canvar Group Inc., a real estate conglomerate based in Quebec, Canada, which owns and operates residential and office complexes, including the Hilton Garden Inn, in Montreal. In January 2009, Valtech entered into an oral agreement with Canvar Group, which was formalized in a written agreement in July 2009, the material terms of which provide as follows: (i) when Canvar leases or rents apartments or office space, it will provide brochures, price lists, contact information and other literature relating to Valtech’s Telecommunications Services; (ii) in new or refurbished construction to which Canvar intends to provide Telecommunications Services, for no additional charge to tenants Canvar have Valtech install wiring to Valtech’s server and pay Valtech for such installation: and (iii) commencing with apartments presently under construction above its Hilton Garden Inn, Canvar will provide wiring and equipment to facilitate Valtech’s installation and connections of its Telecommunications Services to premises in which it is offering telecommunications services at no additional charge to the tenant and will pay Valtech’s standard rate for multiple units on a monthly basis. The agreement is for a one-year term, subject to extension by the parties.

Our main hardware suppliers are: (i) Zyxel supplies IPswitch Dslam and VDSL modems; (ii) Mediatrix supplies VOIP gateways; (iii) SMC supplies IPSwitch; and (iv) Grandstream supplies VOIP gateways. All these equipments are bought and paid for. They  are integral parts of the Valtech network. All the buildings have been cabled by Valtech therefore we are owner of the total network within the buildings we serve.

Valtech wires its customers facilities, including apartments, office complexes and hotels, among others, which in some instances, are at its expense and in others is paid for by the property owners or operators. Costs of installation for an end-user average US$200 Note: below it states “free installation) , which cost is amortized over a period of six to twelve months through service charges. As a result, the addition of new customers may cause initial cash flow deficits which are recouped over the period of amortization.

On February 10, 2008, Valtech signed a letter of intent with Ericsson Canada, a subsidiary of the multi-national European telecommunications giant, Telefonaktiebolaget LM Ericsson (NASDAQ:ERIC for the implementation, maintenance and market development of an internet protocol television (IPTV) platform. The letter of intent, which is subject to the negotiation of a definitive agreement, is for Valtech to build and operate a hub for IPTV. , but to date no agreement has been negotiated and no current negotiations are on-going. While our present plan is to expand our bundled services by providing an end-to-end IPTV solution consisting of IPTV middleware, video on demand, network based PVR, IPTV head ends, content protection, IPTV infrastructure, system integration and IPTV applications such as games. In order to expand our services to include end-to-end IPTV service, the Company is dependent upon its ability to raise sufficient capital to fund its agreement with Ericsson. To date, the Company has been unable to meet its obligations under the Ericsson agreement and at present no agreement with Ericsson has been negotiated and no negotiations with Ericsson are on-going.

If the partnership commences operations, of which there can be no assurance, Valtech believes that it is could be well-positioned for the highly attractive IPTV market opportunity. At present, Valtech offers two triple play packages.  Each includes high speed internet, digital TV, and VoIP.  The packages are differentiated as follows:

Emeraude Package

- Price: Cdn$69.99 / month (US$56.63);
- Very high speed internet: 1 meg/sec in and out;
- Digital TV: 43 channels plus 30 Galaxie channels;
- VoIP with Caller Id, Voicemail, Email Voicemail, Call Waiting, Transfer on no answer; and
- Transfer on Call Busy, Permanent Transfer, Caller Id on Call Waiting.

Saphir Package

- Price: Cdn$119.99 / month (US$97.10);
- Very high speed internet: 3 meg/sec in and out;
- Digital TV: 80  channels plus 30 Galaxie channels;
- VoIP with Caller Id, Voicemail, Email Voicemail, Call Waiting, Transfer on no answer, Transfer  on Call Busy, Permanent Transfer, Caller Id on Call Waiting; and
- Unlimited calls to the US and Canada.

Competition

Valtech faces competition in the triple play telecommunications arena primarily from Bell Canada and Videotron, both of which have significantly longer operating histories and far greater financial and other resources than does the Company. In the opinion of management, Valtech offers clearer television service and  Internet services with broader bandwidth (a maximum of 50 mgbd vs. 10 mgbd) and at a substantially lower monthly price than does its competitors. Valtech has gained and continues to gain customers from both of its major competitors. Valtech believes that its main advantage over its competition is that it provides the “last mile” (the connection to the building in which its customers live, stay or work) and that its Telecommunication Services are provided via fiber optic rather than coaxial cable as used by the incumbent competition. While its competitors could replace there coaxial cable with fiber optic, the expense is disproportionate to the financial rewards and such replacement is sporadic at best.

Employees

We currently have approximately 7 full employees, including our president, and two part-time per diem installers for our Telecommunication Services and equipment.

Patents, Trademarks, Service Marks And Licenses and Other Intellectual Property

At the present time, Valtech owns no patents or intellectual property. Thus, its competitors can use the same communications technology as Valtech and offer identical service. However, because of installation of the coaxial network of the incumbent carriers, they cannot without unreasonable expense over the same maximum bandwidth which Valtech offers through the use of fiber optics.

Major Customers

As of November 30, 2009, the Company had 212 customers. During the year ended 2009, 38% of our revenues were generated by three customers. One customer is considered a major customer of the Company representing more than 18% of our total revenues in the year 2009.

Government Regulation

The Company’s business is not subject to any governmental regulation.

ITEM 1A. RISK FACTORS RELATED TO OUR BUSINESS Back to Table of Contents

Investing in our common stock will provide an investor with an equity ownership interest. Shareholders will be subject to risks inherent in our business. The performance of our shares will reflect the performance of our business relative to, among other things, general economic and industry conditions, market conditions and competition. The value of the investment may increase or decrease and could result in a loss. An investor should carefully consider the following factors as well as other information contained in this amended annual report on Form 10-K for the year ended November 30, 2009.

This amended annual report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risk factors described below and the other factors described elsewhere in this Form 10-K.

Risk factors related to our business

Valtech’s limited operating history makes it difficult for an investor to evaluate the Company’s past performance and future prospects.

The Company’s operating subsidiary, Valtech, was formed and commenced offering its Telecommunication Services in 2006. As a result, the Company has limited historical financial and operating data upon which an investor can evaluate the Company’s present business and future prospects. This limited operating history makes it very difficult for investors to evaluate or predict our ability to, among other things, achieve new and retain existing customers, generate and sustain a revenue base sufficient to meet operating expenses, and achieve profitability, if ever.

Our auditor has raised doubts about the Company's ability to continue as a going concern.

The Company has lost money in every quarter since the inception of its business. As of November 30, 2009, our accumulated loss is $2,138,376. The four principal shareholders of the Company had advanced $1,139,375 to the Company for working capital purposes. These loans bear interest at an annual rate of 10% for individual amounts exceeding $150,000 (CDN$) ($141,870 (US$)). The loans have no specific terms of repayment and are unsecured. Interest expense for the years ended November 30, 2009 and 2008 were $30,879 and $2,286, respectively. Accrued interest on these loans as of November 30, 2009 and 2008 were $34,597 and $1,937, respectively.

It is attempting to raise equity funding but, thus far, has been unsuccessful. Given its present plans to expand its business, in the absence of such loans or successful fundraising, the Registrant through Valtech, which is its operating subsidiary, will fail. If, however, Valtech ceased trying to expand and simply administered the accounts it has developed, in management's opinion, it is anticipated that we could become cash flow positive within twelve months.

The Company may not be successful in implementing its business plan.

While the Company’s business model and strategy of offering “triple play” Telecommunications Services is similar to those being utilized by many existing providers of telecommunication services, the Company may not be successful, for many reasons, including but not limited to insufficient resources to compete in its present market or in expanded markets in Canada or elsewhere. If the assumptions underlying the business model are not valid or if the Company is unable to implement the business plan, achieve predicted levels of market penetration or obtain the desired level of pricing of services for sustained periods, the Company may not be successful. The Company focuses on selling directly to consumers and through hotels and apartment buildings. It may never be able to achieve significant market acceptance, favorable operating results or profitability.

The Company is dependent upon one major customer.

Valtech is dependent upon one major customer representing 18% of the Company's revenues in fiscal year 2009. Three customers accounted for approximately 38% of the Company’s accounts receivable at November 30, 2009. However, as Valtech completes each installation of its equipment in the residences and business facilities of individual retail customers, the individual customers become the customer and are billed directly. As a result, in future periods the Company’s dependence on one or more major customers should decline.

The Company expects that its losses will continue for the foreseeable future.

The Company has incurred losses and experienced negative cash flow from operations since it commenced its Telecommunications Services business. It expects to continue to incur significant losses and negative cash flow from operations for the foreseeable future. If revenue does not grow as it expects or if its ability to raise capital is insufficient or operating expenditures exceed its expectations, then the Company’s business, prospects, financial condition and results of operations will face materially adverse effects.

Competitive forces may result in the decrease of the price for the Company’s Telecommunication Services.

Prices for communications services have historically decreased over time. The Company expects that prices for its Telecommunications Services may decrease after the market for such services becomes saturated. While the Company believes that the market for Telecommunication Services shall continue to grow, the Company cannot predict with any certainty the number of years before which saturation occurs. At such time that market saturation occurs, the Company may have to reduce prices in order to remain competitive. The inability to sell its Telecommunication Services at desired pricing levels would significantly impair its ability to achieve profitability.

Valtech owns no patents or other proprietary technology.

Valtech has not applied for any patents nor does it own proprietary technology. As a result, competitive companies can offer the same services as Valtech utilizing the same technologies

The market in which Valtech operates is highly competitive.

The market for telecommunications and Internet services in the Company’s market is extremely competitive. Valtech faces competition on price and quality of service from traditional communications companies with longer operating histories, more established customer relationships, greater financial, technical and marketing resources, larger customer bases and greater brand or name recognition. Furthermore, companies that may seek to enter our markets may expose us to severe price competition and technological developments. Any of these factors may limit the Company’s ability to compete effectively. At present, Valtech does not have a significant presence in the Montreal triple play market but the Company believes that its market share will grow because of its growing name recognition through advertising (both print and Internet) and customer referrals and a combination of quality of its service and lower prices than the incumbent competition. The completion is primarily from Bell Canada and Videotron.

The Company has been dependent upon loans from its principal shareholders to fund its negative cash flow from operations.

As of November 30, 2009, the four principal shareholders of the Company had advanced $1,139,375 to the Company for working capital purposes. These loans bear interest at an annual rate of 10% for individual amounts exceeding $150,000 (CDN$) ($141,870 (US$)). The loans have no specific terms of repayment and are unsecured.

The Company requires additional funding in the future in order to grow its business.

The Company is attempting to raise debt or equity funding from unaffiliated entities but, to date, it has not been successful.  Given its present plans to expand its business, in the absence of continued loans from its principal shareholders or successful fundraising, the Company may not be able to successfully compete and fully develop its business plan. Notwithstanding the foregoing, the Company believes that if Valtech reduced efforts for expansion and simply administered its existing customer accounts, it would become cash flow positive within twelve months.

The actual amount and timing of future capital requirements will depend upon a number of factors, including, but not limited to:

- the number of new markets it enters and the timing of entry;
- the rate and price at which customers purchase services;
- the level of marketing required to attract and retain customers; and
- opportunities to invest in or acquire complementary businesses.

Failure to manage growth could have a detrimental effect on the Company’s business.

The Company anticipates that the number and rate of installations for new customers will continue to increase provided that the Company is able to raise sufficient capital. However, rapid growth would place a significant strain on the Company’s management, financial controls, operations, personnel and other resources. If the Company fails to manage its anticipated rapid growth, its business could be materially adversely affected. If the Company is unable to provide its existing customers with adequate service and if it does not institute adequate financial and reporting systems, managerial controls and procedures, its financial condition will be adversely affected. It is currently implementing operational support systems to bill customers, process customer orders and coordinate with vendors and contractors. To manage growth effectively, it must successfully implement these systems on a timely basis and continually expand and upgrade these systems as our operations expand.

The Company’s success depends in large part on its retention of executive officers.

The Company is managed by a small number of executive officers. Competition for qualified executives in the telecommunications industry is intense, and there are a limited number of persons with comparable experience. The Company depends upon its executive officers, and, in particular, Rene Arbic, President and Chief Executive Officer, to execute its business strategy and manage employees. While Company does not have employment agreements with nor does it have "key person" life insurance policies on any of its executive officers, Rene Arbic has an employment agreement with Valtech, the Company’s operating subsidiary. The loss of these key individuals would have a material adverse effect on the Company’s business.

If the Company fails to recruit and hire qualified personnel in a timely manner or to retain its employees, it will not be able to execute its business strategy.

The Company’s strategy is to continue expanding its presence in Montreal and in Quebec Province. It also plans to expand its service areas to other provinces in Canada. In order to execute this strategy, it must identify, hire, train and retain highly qualified technical, sales, marketing and customer service personnel. If it cannot hire and retain a sufficient number of qualified employees, it will not be able to expand as planned. The Company may be unable to identify, hire or retain employees with experience in the telecommunications industry. Any failure to attract suitable employees would adversely affect its business.

The Company may make acquisitions of complementary businesses in the future which may disrupt its business and be dilutive to existing shareholders.

The Company intends to consider acquisitions of businesses in the future. Acquisitions of businesses and technologies involve numerous risks, including the diversion of the attention of management, difficulties in assimilating the acquired operations, loss of key employees from the acquired company and difficulties in transitioning key customer relationships. In addition, acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, large one-time expenses and the creation of goodwill or other intangible assets that result in significant amortization expense. Any of these factors could materially harm the Company’s business or operating results.

The Company’s quarterly operating results are likely to fluctuate significantly, causing its stock price to be volatile.

The Company cannot accurately forecast quarterly revenue and operating results, which may fluctuate significantly from quarter to quarter. If quarterly revenue or operating results fall below the expectations of investors or securities analysts, the price of its common stock could fall substantially. Its quarterly revenue and operating results may fluctuate as a result of a variety of factors, many of which are outside our control, including:

- the amount and timing of expenditures relating to the rollout of services;
- the rate at which it is able to attract and retain customers;
- the availability of future financing to continue expansion;
- technical difficulties;
- the introduction of new services or technologies by our competitors and
- pressures on the pricing of services.

The Company’s principal shareholders and management own a significant percentage of its capital stock and are able to exercise significant influence over the Company.

The Company’s executive officers and directors and principal shareholders together beneficially own a majority of the total common stock of the Company. Accordingly, these stockholders, as a group, will be able to determine the composition of the board of directors and will retain the power to approve all matters requiring shareholder approval and will continue to have significant influence over the Company’s affairs. This concentration of ownership could have the effect of delaying or preventing a change in control of the Company or otherwise discouraging a potential acquirer from attempting to obtain control of our company, which in turn could have a material and adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the market prices for their shares of common stock.

Risk factors related to the market for our common stock

There is no assurance that an active trading market will be sustained for our common stock.

Our common stock became eligible for quotation on the NASD OTCBB under the symbol “HPSO” on August 8, 2008. Further, there can be no assurance regarding the market price of our shares. In addition, the liquidity of any trading market in our common stock, and the market price quoted for the shares of common stock, may be adversely affected by changes in the overall market for securities generally and by changes in our financial performance or prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop or be sustained for our shares.

State blue sky registration; potential limitations on resale of our securities.

It is the intention of the management to seek coverage and publication of information regarding the Company in an accepted publication which permits a manual exemption. This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a nonissuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.

Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Dividends unlikely.

We do not expect to pay dividends for the foreseeable future. The payment of dividends, if any, will be contingent upon our future revenues and earnings, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our board of directors. It is our intention to retain all earnings for use in the business operations and accordingly, we do not anticipate that the Company will declare any dividends in the foreseeable future.

Possible Issuance of Additional Securities.

Our Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock, par value $0.00001. As of November 30, 2009, we had 57,203,508 shares of common stock issued and outstanding. We may issue additional shares of common stock in connection with any financing activities, as compensation for services or in connection with any future acquisitions. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests in the Company. The issuance of additional shares of common stock may adversely affect the market price of our common stock and could impair our ability to raise additional capital through the sale of our equity securities.

Compliance with Penny Stock Rules.

Our securities are considered a "penny stock" as defined in the Exchange Act and the rules thereunder, since the price of our shares of common stock is less than $5. Unless our common stock will otherwise be excluded from the definition of "penny stock," the penny stock rules apply with respect to our common stock. The penny stock rules require a broker-dealer prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock is subject to the penny stock rules, it may become more difficult to sell such securities. Such requirements, if applicable, could additionally limit the level of trading activity for our common stock and could make it more difficult for investors to sell our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS Back to Table of Contents

None.

ITEM 2. DESCRIPTION OF PROPERTIES Back to Table of Contents

The Company's corporate offices are located at 550 Chemin du Golf, Suite 202, Ile des Soeurs, Quebec H3E 1A8.  The office building is owned by Canvar Group, which is owned by Peter Varadi, a principal shareholder. The office space is made available to us on a month-to-month basis on a rent-free basis. The Company believes that the office facilities of approximately 2,500 square feet are sufficient for the foreseeable future and that this arrangement will remain in effect.

ITEM 3. LEGAL PROCEEDING Back to Table of Contents

The Company filed a complaint on January 21, 2009 against Florida Atlantic Stock Transfer, Inc., its transfer agent and Thomas Klein and Arshad Shah, two former consultants  in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida. Each consultant was issued 300,000 shares or restricted common stock and options to purchase an additional 500,000 shares of restricted common stock exercisable immediately and 700,000 options exercisable in tranches. Each consultant exercised the options for the initial 500,000 shares but each failed to pay the aggregate exercise price of $30,000 or US$.06 per share. The Company cancelled the consulting agreements on the grounds of non-performance. The complaint demanded a stop on the transfer of shares issued, and cancellation of those shares and options to purchase additional shares, as well as payment of share subscriptions. The outcome of the litigation is undeterminable at present. The 600,000 shares are reflected as outstanding in the accompanying consolidated financial statements and stock based compensation of $36,000 was recorded. Additionally, the fair value of the options have been recorded aggregating $22,820 and a provision for $60,000 has been recorded for the amount due for the option exercise price since the consultants have not paid the option price to date.

The Company is not a party to any other litigation and does not believe that any litigation is pending or threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS Back to Table of Contents

None.



PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER Back to Table of Contents

(a) Market Price Information
The Registrant's common stock is subject to quotation on the NASD OTCBB under the symbol HPSO. To the best knowledge of the Registrant, there has been no liquid trading market for the Registrant's common stock since its registration statement was declared effective. The following table shows the high and low bid prices for the Registrant's common stock during the last three fiscal years as reported by the National Quotation Bureau Incorporated. These prices reflect inter-dealer quotations without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions.

Fiscal 2009

Fiscal 2008

Fiscal 2007

High

Low

High

Low

High

Low

First Quarter ended February 28,

$

1.29

$

0.09

$

0.09

$

0.05

$

0.10

 

$

0.02

Second Quarter ended May 31,

$

0.25

$

0.06

$

0.19

$

0.02

$

0.10

 

$

0.02

Third Quarter ended August 31,

$

0.16

$

0.06

$

0.18

$

0.01

$

0.10

$

0.02

Fourth Quarter ended November 30,

$

0.13

$

0.04

$

0.19

$

0.07

$

0.06

$

0.02

Approximate Number of Holders of Common Stock: On November 30, 2009, there were approximately 25 shareholders of record of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

The Registrant's board of director approved an equity compensation plan under which 3,000,000 shares of our common stock is authorized for issuance. No shares have been issued under such plan as of the filing of this mended annual report for the year ended November 30, 2009.

Dividend Policy

Holders of our common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. There are no restrictions in our articles of incorporation or by-laws that restrict us from declaring dividends.

Recent Sales of Unregistered Securities

Date of Issuance Name No. of Shares Consideration Exemption
08/01/2006 Christopher LaRose 666,672 For services as CFO valued at $66,667 Section 4(2)
12/01/2006 Envisionit Media, Inc. 5,000 For services valued at $500 Section 4(2)
05/01/2007 Doughlas Jordan 100,000 Private placement valued at $10,000 Section 4(2)
05/01/2007 Vincent DiGaetano 100,000 For services valued at $10,000 Section 4(2)
03/13/2008 Antonio P. Moura 120,000 For services valued at $7,200 Section 4(2)
03/13/2008 Joel Pensley 583,500 For services valued at $35,010 Section 4(2)
09/30/2008 Gaetan Fontaine 50,000 For services valued at $1,993 Section 4(2)
02/13/2009 Joel Pensley 85,000 For services valued at $14,450 Section 4(2)
06/17/2009 Joel Pensley 100,000 For services valued at $16,000 Section 4(2)
06/15/2009 Maureen Abato 100,000 For services valued at $16,000 Section 4(2)
07/02/2009 Claude Gendron 900,000 For services valued at $135,000 Section 4(2)
01/21/2009 Rene Arbic 100,000 For services as officer valued at $21,000 Section 4(2)
01/29/2009 Joel Pensley, Esq. 85,000 For services valued at $13,990 Section 4(2)
12/19/2008 Dan Ryan 200,000 Exercise of options in exchange for $37,500 Section 4(2)
02/13/2009 Dan Ryan 50,000 Exercise of options in exchange for $7,000 Section 4(2)
06/15/2009 Claude Gendron 300,000 For services valued at $48,000 Section 4(2)
09/05/2009 Marc Chabot 250,000 Private placement valued at $25,000 Section 4(2)
09/21/2009 MLCIA Publication 180,000 For services valued at $18,900 Section 4(2)

The Company believes that the above issuances of restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive legends are affixed to the stock certificates issued in such transactions.

Equity Compensation Plans

Securities Authorized for Issuance Under Equity Compensation Plans.

Equity Compensation Plan Information
       
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity compensation plans approved by security holders -0- -0- 3,000,000
Equity compensation plans not approved by security holders -0- -0- -0-
Total -0- -0- 3,000,000

ITEM 6. SELECTED FINANCIAL DATA Back to Table of Contents

Operating Results Data: 2009 2008
   Revenues $ 194,666 $ 372,638
   Net loss (1,020,623) (837,177)
   Net loss per basic common shareholder (0.02) (0.02)
   Basic weighted average common shares 56,073,152 53,692,041
 
Financial Position Data:
   Total assets 252,466 335,034
   Total liabilities 1,783,279 1,067,922
   Stockholders' deficit (1,530,813) (732,888)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS Back to Table of Contents

Forward-Looking Statements

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

The following discussion should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report.  The following discussion contains forward-looking statements reflecting our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report, particularly in the section entitled "Risk Factors".

To the extent that statements in the report are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking. The forward-looking statements contained in this annual report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K; its quarterly reports on Forms 10-Q; and any reports on Form 8-K.

Overview

In June 2008, we acquired our wholly-owned subsidiary, Valtech Communications Inc. ("Valtech") in a reverse merger transaction, issuing 40 million restricted shares to the Valtech shareholders.

Valtech offers low-cost, highly reliable triple-play service of Digital Phone, Digital Voice, High-Speed Internet and Digital TV backed by fast, friendly and live customer service (“Telecommunication Services”). Our present plan is to expand our bundled services by providing an end-to-end IPTV solution consisting of IPTV middleware, video on demand, network based PVR, IPTV head ends, content protection, IPTV infrastructure, system integration and IPTV applications such as games. In order to expand our services to include end-to-end IPTV service, the Company is dependent upon its ability to raise sufficient capital to fund its agreement with Ericsson. To date, the Company has been unable to meet its obligations under the Ericsson agreement and at present no agreement with Ericsson has been negotiated and no negotiations with Ericsson are on-going.

We intend to use our limited resources to market our services to new residential and commercial building complexes and existing hotel chains. Further, we intend to market our bundled Telecommunication Services in industry publications and intend to develop our website and promote its presence in order to increase web traffic and possible sales to new clients (www.valtech.ca).

As of November 30, 2009, the Company had 212 customers. During the year ended 2009, 38% of our revenues were generated by three customers. One customer is considered a major customer of the Company representing more than 18% of our total revenues in the year 2009.

Provided the Company can secure additional funding, our plan to increase our marketing activities throughout Canada, pay industry compatible salaries to our executives and staff, hire additional salespersons, who among other activities, would engage in direct solicitations. At present, we have not received commitments for capital from third parties and there can be no assurance that we will be able to acquire additional capital on terms acceptable to the Company, if at all.

We believe that the our negative cash flow from operations will decrease steadily as our subscriber base increases. While we have a commitment from a principal shareholder to provide funding until we achieve positive cash flow from operations, if our affiliated control shareholders cease provided short-term interim funding through loans to expand our business, the Company may experience reduced growth in its revenues.

Regardless of the amount of funds available to us for marketing, we intend to continue to pursue strategic alliances with complementary businesses in an effort to enter and expand our Telecommunication Services. The complementary businesses we intend to solicit are those that have developed and maintain marketing channels to our potential customers.

At present, we use proceeds from shareholder loans to purchase telecommunication hardware, cables and equipment. It is our intention to secure alternative debt and/or equity funding sources in order to reduce depends from our current funding sources.

Our management believes that the trend in our business is toward greater convergence to high speed Internet and high definition television. We believe that our bundled Telecommunication Services are competitive in terms of reliability and pricing as compared to the services offered by incumbent operators. Since we have no patent protection, it is possible that a well-funded company could enter the field and diminish our prospective business growth. We face uncertainties regarding our future growth because we must compete on price and quality of service with traditional communications companies with far longer operating histories, more established customer relationships, greater financial, technical and marketing resources, larger customer bases and greater brand or name recognition. Furthermore, companies that may seek to enter our markets may expose us to severe price competition and future technological developments could make us less competitive.

Cash and Cash Equivalents. The Company considers all highly liquid fixed income investments with maturities of three months or less, to be cash equivalents. On November 30, 2009, the Company had no cash and cash equivalents. At November 30, 2008, the company had $19 in cash.

Accounts Receivable. Management periodically reviews the current status of existing receivables and management's evaluation of periodic aging of accounts. The Company charges off accounts receivable to expense when deemed uncollectible. The Company had no bad debt expenses at the end of November 30, 2009 and 2008, respectively. The Company accounts receivable for the years ended November 30, 2009 and 2008 were $33,391 and $64,971, respectively.

Deferred Costs. The Company's deferred development costs were $434,831 at November 30, 2009 and $371,983 at November 30, 2008. The Company recorded $231,846 amortization expense for the year ended November 30, 2009 and $125,563 for the year ended November 30, 2008 reflecting increased volume of installation costs. The Company's deferred development costs are amortized over five (5) years. The level of development costs is directly related to the level of business development which we cannot predict with certainty, although Valtech is actively marketing its telecommunications services.

Revenue Recognition. The Company's wholly owned subsidiary, Valtech Communications, Inc. owns and operates a triple play (telephone, internet and TV channels distribution) network in Canada via fiber to individual customers, hotels and retirement homes. The Company bills its subscribers on a monthly basis and recognizes the monthly revenue based upon the specific plan selected by the subscriber. The Company also provides contract services to wire commercial buildings with fiber optic cable in order to provide for similar services.

Property and Equipment. Property and equipment are stated at cost and are depreciated using the straight line method over their estimated useful lives 5 - 7 years for equipment. The Company does not own real estate. The Company for the year ended November 30, 2009 had $12,309 of equipment and for the year ended November 30, 2008 $15,824. This decrease represents the depreciation of existing equipment.

Results of Operations.

Comparison of the years ended November 30, 2009 and 2008

Revenues: Revenue for the year ended November 30, 2009 was $194,666 compared to $372,638 for year ended November 30, 2008. The Company's revenues decrease was $177,972, which represents a 48% decrease from the prior year. Valtech accounted for one hundred per cent (100%) of revenues for November 30, 2009 and 2008, respectively. The Company's decrease in revenues is mainly attributable to the general economic downturn in the construction business.

Cost of Sales: Cost of Sales for the year ended November 30, 2009 was $283,484 compared to $497,572 for year ended November 30, 2008. The Company's cost of sales decrease was $214,088, which represents a 43% decrease from prior year due to lower costs associated with the decrease in sales. Advertising expenses remained stable. Thus, the decrease in the cost of sales was directly related to the decrease in wirings and installations as well as equipment, such as set top boxes.

Depreciation and Amortization: For the year ended November 30, 2009 we recorded $86,085 in depreciation and amortization expenses compared to $85,197 during the year ended November 30, 2008.

General and Administrative Expenses: General and Administrative Expenses for the year ended November 30, 2009 was $797,079 compared to $596,533 for year ended November 30, 2008. The Company's general and administrative expenses increase was $200,546, which represents a 34% increase from prior year due to increased non-cash compensation expenses and increased professional fees. Valtech also increased its technical office staff in order to respond to tenders for business. Specifically, GS&A increased because Valtech hired an engineer to provide technical support for the network that Valtech was building. In addition, increased expenses were incurred in promoting Valtech’s “triple play” Telecommunication Services in 2009.

Interest Income: Interest Income for the year ended November 30, 2009 was $2,400 compared to $11 for the year ended November 30, 2008.

Interest Expense: The Company's interest expense for the year ended November 30, 2009 was $51,041 compared to $29,268 for year ended November 30, 2008. The increase of $21,773 represents a 74% increase and was the direct result of increases in line of credit draw for working capital to enable the purchase of equipment for new installations.

Liquidity and Capital Resources

During the year ended November 30, 2009, we had a net decrease in cash of $19. During the year ended November 30, 2009 and 2008, net cash used in operating activities was $345,944 and $491,992, respectively. This cash was used to fund our operations for the periods, adjusted for non-cash expenses and changes in operating assets and liabilities.

Net cash used in investing activities for the year ended November 30, 2009 was zero compared to $14,372 net cash used in investing activities for the year ended November 30, 2008. The net cash used in investing activities for the year ended November 30, 2008 was related to deferred development costs of $14,372. The deferred development costs are directly related to the installation of equipment needed to provide our services.

Net cash provided by financing activities was $403,500 for the year ended November 30, 2009 compared to $397,268 net cash provided by financing activities for the year ended November 30, 2008. The net cash provided by financing activities for the year ended November 30, 2009 resulted from cash received from the issuance of stock, proceeds of $578,859 from affiliated shareholders offset by a $200,000 repayment of a bank loan. The net cash provided by financing activities for the year ended November 30, 2008 resulted from a bank loan of $163,438 and proceeds of $233,830 from affiliated shareholders.

The Company had a line of credit with the National Bank of Canada aggregating $396,459 ($500,000 CD$) at November 30, 2009. The loan bears interest at the rate of 1.25% over the Canadian prime rate. The loan was due on demand and was secured by personal guarantees of the three principal shareholders and the assets of the Company. Interest expense on the line of credit for the years ended November 30, 2009 and 2008 were $51,041 and $29,268, respectively. There was no accrued interest outstanding as of November 30, 2009 and 2008, respectively.

The Company converted this loan to an Operating Loan in April 2009. The loan is payable in monthly installments of $27,778 (CD$) through September 2010. In addition, interest will be charged at 4% over the bank’s prime lending rate and the Company will be charged monthly fees of approximately $150 per month. The loan is personally guaranteed by three principal shareholders.

Our continued operations will depend on whether we are able to raise additional funds through third parties, such as equity and debt financing, as well as additional loans from our affiliated shareholders. However, there can be no assurance that such additional funds will be available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term. We will continue to fund operations from cash on hand and through the similar sources of capital previously described. We can give no assurances that any additional capital that we are able to obtain will be sufficient to fully fund our growth plan.

Current and Future Financing Needs

We have incurred an accumulated deficit of $2,138,376 through November 30, 2009. We have incurred negative cash flow from operations since we started our Telecommunication Services business. We have spent, and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including equipment related to our Telecommunications Services. Based on our current plans, we believe that our cash will not be sufficient to enable us to meet our planned operating needs, including our plan for expansion, at least for the next 18 months. Our cash requirements for fiscal year 2010 are estimated to be $600,000 based on our present revenues. We have short-term funding commitments of $500,000 from one of our controlling shareholders until such time the Company generates positive cash flow from operations or is able to secure alternative long-term funding through the issuance of debt and/or equity. We expect to be able to meet our current debt obligations provided that our current customer base does not decrease. At present, the Company is unable to meet its obligations under the Ericsson agreemet unless it raises additional funding, and no negotiations are on-going with Ericsson at present.

However, the actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. These factors include the following:

-  the progress of our revenue growth under the current uncertain business environment;
 - the number and additional subscriber to out bundled Telecommunications Services;
 - our ability to retain our current subscriber base and licensing arrangements;
 - our ability to achieve secure equipment financing;
 - the costs involved in marketing our Telecommunication Services; and
 - the costs involved being a public company.

We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.

Effect of Exchange Rate on Cash.

During 2009, the Company reported a loss of $57,575 due to changes in the exchange rate. During 2008, the Company benefited from the Canadian exchange rate in the amount of $99,733. The loss reflects the increase in the value of the Canadian dollar as compared to the United States dollar.

Cash end of Year. The Company cash decreased by $9,363 to $19 at the end of November 30, 2008 compared to a decrease of $17,947 to $9,382 at the end of November 30, 2007.

Off-Balance Sheet Arrangements

As of November 30, 2009 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

The Company leases its office space from a related party. See also footnote 7 in the consolidated financial statements.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis.

Recent Accounting Pronouncements

In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Company’s financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. 

ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

In April 2008, ASC 350-30 was issued, “Determination of the Useful Life of Intangible Assets”. The Company was required to adopt ASC 350-30 on December 1, 2008. The guidance in ASC 350-30 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350-30 will materially impact their financial position, results of operations or cash flows.

In May 2008, ASC 470-20 was issued, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“ASC 470-20”). ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. ASC 470-20 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe that the adoption of ASC 470-20 will have a material effect on its financial position, results of operations or cash flows.

In June 2008, ASC 815-40 was issued, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“ASC 815-40”), which supersedes the definition in ASC 605-50 for periods beginning after December 15, 2008. The objective of ASC 815-40 is to provide guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock and it applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative in accordance with ASC 815-20.

ASC 815-40 also applies to any freestanding financial instrument that is potentially settled in an entity’s own stock. The Company believes that ASC 815-40, will not have a material impact on their financial position, results of operations and cash flows.

In June 2008, ASC 470-20-65 was issued, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“ASC 470-20-65”). ASC 470-20-65 is effective for years ending after December 15, 2008. The overall objective of ASC 470-20-65 is to provide for consistency in application of all the standards issued for convertible securities. The Company has computed and recorded a beneficial conversion feature in connection with certain of their prior financing arrangements and does not believe that ASC 470-20-65 will have a material effect on that accounting.

Effective April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition. The Company has evaluated subsequent events through March 11, 2010, the date the financial statements were issued.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the rollforward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.

Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

ITEM 7A.  QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Back to Table of Contents

The Registrant's audited financial statements for the fiscal years ended November 30, 2009 and 2008 are attached to this annual report.

Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Back to Table of Contents

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures. As of November 30, 2009, the Company's chief executive officer/chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal year 2009.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive officer/principal financial officer, who is also the sole member of our Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with U.S. 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 or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of November 30, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, we have concluded that our internal control over financial reporting was effective as of November 30, 2009.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended November 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION Back to Table of Contents

None.



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE Back to Table of Contents

Name

Age

   Title
Rene Arbic 57   Chief Executive Officer and President and Director
Alex Kestenbaum 48   Secretary, Treasurer and Director

Officers are not elected for a fixed term of office but hold office until their successors have been elected.

Rene Arbic has served as President of the Registrant since June 2, 2008. From 2002 to the present he serves as a member of the board of directors of ISEE3D, a 3D camera development company. He was a founder in 2006 and serves as President of Valtech Communications Inc., Montreal, Quebec, Canada, a telecommunications company offering “triple play” - a telephony, Internet and IPTV distributor. In 2004, he founded and served as director general, from 2004 to 2006, of C.E.R., Longueuil, a renewable energy consultant, with operations in Senegal, Algeria, Comoros, and Madagascar. From 2002 to 2004, Mr. Arbic was a free lance International telecommunications consultant for companies in Russia, Slovakia, Senegal, Algeria, and Colombia,). From 2001 to 2002, he was President of GSI Technologies, an entertainment company.

In 1998, he founded and, until 2001 served as President  & CEO of Bridgepoint International, a telecommunications collocation facilities builder and operator. In 1997, he founded and managed until1998, Rave Communications International, a New York and Montreal telecommunications consultancy. He was associated with Stentor International, Morristown, New Jersey (on loan from Bell Canada) from 1992 to-1997 as Director of Canadian Marketing (1992-1994) and Director of United States Marketing (1994-1997). From 1990 to 1991, Mr. Arbic was Director National Accounts for AT&T Montreal; and from 1991 to 1992 director of governmental accounts for Cellular Canada Montreal. From 1975 to 1990, Mr. Arbic served in various capacities for Bell Canada including technician, (1975 to 1982); and Director of Sales and Marketing (1984 to 1990). Mr. Arbic is a 1974 graduate of the Edward Montpetit College of Business Administrations.

Alex Kestenbaum has since June 2, 2008, served as Treasurer of the Registrant. Since 2004 he has served as Vice President Finance of Canvar Group, Inc., a Montreal, Quebec - based general contractor and administrator specializing in the construction and renovation in industrial, commercial and residential development including large-scale projects for developers, institutions and various governments. From 1997 to 2004, he was Chief Financial Officer, Chief Information Officer and Controller of Econo-Malls Management Corp., Montreal, Quebec, a manager of properties it wholly owns on behalf of limited partnerships, joint ventures, and third parties. From 1990 to 1997, Mr. Kestenbaum was Controller and Financial Manager of Canvar Groupe Inc. and from 1988 to 1990 was Controller And Property Administrator of Adlexco Management Ltd., a Montreal-based property manager. From 1984 to 1988 he was Auditor and an Accountant for Appel & Partners, a chartered accounting firm located in Montreal. Mr. Kestenbaum received his D. E. C. in Pure and Applied Sciences from Vanier C.E.G. E. P. in 1981 and his Bachelor of Commerce in Accounting from Concordia University in 1984.

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 


ITEM 11. EXECUTIVE COMPENSATION Back to Table of Contents

The following table contains the executive compensation to the chief executive officer of the Company for the periods set forth below.

Summary Compensation Table

           

Long Term

 
     

Annual Compensation

Compensation Awards

 
     

 
          Other Restricted Securities  
          Annual Stock Underlying All Other
     

Salary

Bonus

Compensation Award(s) Options Compensation
  Name and Principal Position  

Year

($)

($)

($)

($)

($)

($)


 






Rene Arbic, CEO

2009

68,744

--- --- ---    --- 68,744

2008

63,744

--- --- --- --- 63,744

2007

63,744

--- --- ---    --- 63,744
Alex Kestenbaum, CFO

2009

---

--- --- ---    ---    ---

2008

---

--- --- ---    ---    ---

2007

---

--- --- --- --- ---
Christopher LaRose

2007

66,673

--- --- --- --- 66,673

 






Rene Arbic became Chief Executive Officer of the Registrant on June 2, 2008. He entered into a one year employment agreement to serve as President of the Registrant’s subsidiary, Valtech, on October 1, 2006 which agreement has been extended and is still in full force and effect under which he receives  a salary of Cdn $80,000 which converts to US$63,744. He receives no compensation for serving as President of the Registrant.

Alex Kestenbaum became Chief Financial Officer, Treasurer and Secretary on June 2, 2008 of the Registrant and Chief Financial Officer of Valtech, its subsidiary. He has not entered into a contract with the Registrant and receives no compensation for acting as an officer or director of the Registrant nor for his services to Valtech.

In August 2006, the Registrant entered into a one year employment agreement with Christopher LaRose pursuant to which Mr. LaRose served as President and CEO. The Registrant issued Mr. LaRose 83,334 shares of the Registrant’s common stock per month. The above table reflects the issuance of an aggregate of 666,672 shares to Mr. Rose during the fiscal year ended November 30, 2007.Mr. LaRose earned these shares which have an aggregate value of approximately $66,674 based upon a value of $.10 per share.

Outstanding Equity Awards at Fiscal Year-End Table.

As of November 30, 2009, there were no outstanding equity awards for the directors and executive officers of the Company.

Other Compensation.

The Company has no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement. In addition, there are no contracts, agreements, plans or arrangements that provide for payments to our executive officer in connection with the resignation, retirement or other termination of our executive officer, or a change in control of the Registrant.

Compensation of Directors.

The Company's board members receive no remuneration.

Director Independence.

The Registrant does not have a nominating committee, compensation committee or executive committee of the board of directors, stock plan committee or any other committees. The Registrant currently has no independent directors.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Back to Table of Contents

The table below discloses any person (including any "group") who is known to the Registrant to be the beneficial owner of more than five (5%) percent of the Registrant's common stock. As of November 30, 2009, the Registrant had 57,203,508 shares of common stock issued.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Common Stock Rene Arbic, CEO and Director
550 Chemin du Golf, Suite 202
Ile des Soeurs, Quebec, H3E 1A8, Canada
14,043,634 shares 24.55%
Common Stock Alex Kenstenbaum, CFO and Director (a)
100-2700 Rufus-Rockhead
Montreal, Quebec, H3J 2Z7, Canada
1,600,000 shares 2.79%
Common Stock Peter Varadi (b)
100-2700 Rufus-Rockhead
Montreal, Quebec, H3J 2Z7, Canada
16,348,360 shares 28.58%
Common Stock Morden Lazarus (c)
759 Square Victoria, Suite 200
Montreal, Quebec, H2Y 2J7, Canada
16,348,360 shares 28.58%

Common Stock

All officers and directors as a group (2 people) 15,643,634 shares 27.35%

(a) The Shares are held by 9193-0578 Quebec, Inc, beneficially owned by Alex Kestenbaum
(b) 12,800,000 Shares are held by 9177-2541 Quebec, Inc. beneficially owned by Peter Varadi
(c) 12,800,000 Shares are held by Interactive Classified Corporation beneficially owned by Morden Lazarus

None of the above shareholders has the right to acquire additional Shares. Unless otherwise noted below, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Back to Table of Contents

As of November 30, 2009, the four principal shareholders of the Company had advanced $1,139,375 to the Company for working capital purposes. These loans bear interest at an annual rate of 10% for individual amounts exceeding $150,000 (CDN$) ($141,870 (US$)). The loans have no specific terms of repayment and are unsecured. Interest expense for the years ended November 30, 2009 and 2008 were $30,879 and $2,286, respectively. Accrued interest on these loans as of November 30, 2009 and 2008 were $34,597 and $1,937, respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Back to Table of Contents

Independent Public Accountants
On July 3, 2008, the Company's Board of Directors has appointed KBL, LLP, as independent public accountant for the fiscal years ending November 30, 2008 and 2007. On July 1, 2009, the Company dismissed Meyler & Company, LLC.

 

Principal Accounting Fees
The following table presents the fees for professional audit services rendered by KBL, LLP for the audit of the Registrant's annual financial statements for the years ended November 30, 2009 and 2008, and fees billed for other services rendered by KBL, LLP during those periods.

 

Year Ended 

November 30,  2009 November 30, 2008

Audit fees (1)

$ 31,000    $ 40,000

Audit-related fees (2)

  N/A      N/A

Tax fees (3)

  N/A      3,370

All other fees

  N/A      N/A
________________
(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.
(2) Audit-related fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.
(3) Tax fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments, and consultation concerning tax compliance issues.

Section 16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Registrant's directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Registrant's Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Registrant pursuant to Section 16(a). Based solely on the reports received by the Registrant and on written representations from reporting persons, the Registrant was informed that the following officers, directors and 10% sharehoders have not filed reports required under Section 16(a): Rene Arbic, Alex Kenstenbaum, Peter Varadi and
Morden Lazarus.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit

Description

3.01

Articles of Incorporation. (1)

3.02

Bylaws. (1)

4.01

Form of Specimen Stock Certificate for the Registrant’s Common Stock. (1)

10.01

Asset and Rights Purchase Agreement as of September 10, 2005 by and between Dr. Christina Del Pin and Voxtech Products, Inc. (1)

10.02

Amendment of January 25, 2006 to Asset and Rights Purchase Agreement as of September 10, 2005 by and between Dr. Christina Del Pin and Voxtech Products, Inc. (1)

10.03

Services Agreement of June 12, 2005 between VoxTech Products, Inc. and GetAGeek, Inc. (1)

10.04

Development Agreement of September 26, 2005 between VoxTech Products, Inc. and GetAGeek, Inc. (1)

10.06

Employment Agreement as of August 1, 2006 by and between the Registrant and Christopher LaRose. (2) (4)

10.07

Non-Exclusive Sales Agreement of August 14, 2006 between Voxtech Products, Inc. and Northcoast Biomedical, Inc. (2)

10.08

Independent Sales Representative Agreement of September 5, 2006 by and between Voxtech Products, Inc., the Registrant and Daniel P. Elsbree. (2)

10.09

2008 Employees, Directors, Officers and Consultants Stock Option and Stock Award Plan (5)

10.10

Acquisition of Valtech Communications, Inc. (6)

10.11

Certificate of amendment changing name to Hipso Multimedia, Inc. (7)

10.12

Retainer Agreement between the Registrant and Joel Pensley, Attorney at Law dated March 13, 2008 (8)

10.13

Retainer Agreement between the Registrant and Antonio Moura dated March 13, 2008 (8)

10.14

Consulting Agreement between the Registrant and Thomas Klein dated as of January 15, 2008 (8)

10.15

Consulting Agreement between the Registrant and Arshad Shah dated as of January 15, 2008 (8)

10.16

Consulting Agreement between the Registrant  and Gaetan Fontaine dated August 25, 2008 (8)

10.17

Consulting Agreement between the Registrant and Downshire Capital dated December 16, 2008 (8)

10.18

Executive Employment Agreement Between Valtec Communications and Rene Arbic (8)

31.1

Rule 13a-14(a) Amended Certification of Rene Arbic (9)

31.2

Rule 13a-14(a) Amended Certification of Alex Kestenbaum. (9)

32.1

Section 1350 Amended Certification of Rene Arbic (9)

32.2

Section 1350 Amended Certification of Alex Kestenbaum (9)

 
(1) Filed as an exhibit to the registration statement on Form SB-2 and hereby incorporated by reference.
(2) Filed as an exhibit to Amendment No. 2 to the Registration statement on Form SB-2 and hereby incorporated by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-KSB for the fiscal year ended November 30, 2006 and hereby incorporated by reference.
(4) Management contract or compensatory plan or arrangement.
(5) Filed as an exhibit to Form S-8 filed April 2, 2008 and hereby incorporated by reference.
(6) Filed as an exhibit to Form 8K dated June 3, 2008 hereby incorporated by reference.
(7) Referenced on Form 8K dated August 12, 2008 hereby incorporated by reference.
(8) Filed as an exhibit to the Company's Form 10-K for the year 2008.
(9) Filed herewith.



SIGNATURES Back to Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Rene Arbic
Chief Executive Officer and Director
Dated: March 11, 2010
Ile des Soeurs, Quebec, Canada
 
/s/ Alex Kestenbaum
Chief Financial Officer and Director
Dated: March 11, 2010
Ile des Soeurs, Quebec, Canada



Report of independent registered public accounting firm Back to Table of Contents

Board of Directors
HIPSO Multimedia, Inc.
Montreal, CANADA

We have audited the accompanying consolidated balance sheets of HIPSO Multimedia, Inc. and subsidiary (the “Company”) as of November 30, 2009 and 2008 and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended November 30, 2009 and 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HIPSO Multimedia, Inc. as of November 30, 2009 and 2008, and the results of its consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended November 30, 2009 and 2008 in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is a development stage company and has sustained operating losses and capital deficits that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KBL, LLP
New York, NY

March 11, 2010


HIPSO MULTIMEDIA, INC. AND SUBSIDIARY
Consolidated Balance Sheets Back to Table of Contents
November 30, 2009 and 2008
 

IN US$

 

November 30, 2009

November 30, 2008

ASSETS

Current assets:
   Cash $ - $ 19
   Accounts receivable 33,391 64,971
   Prepaid expenses and other current assets 3,781 7,800
     Total current assets 37,172 72,790
  
Fixed assets:
   Office and computer equipment, net 12,309 15,824
 
Other assets:
   Deferred costs, net 202,985 246,420
 
     Total assets $ 252,466 $ 335,034
 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 
Current liabilities:
   Current portion of loan payable to bank $ 262,722 $ 396,459
   Loan payable to shareholders 1,139,375 464,423
   Cash overdraft 361 -
   Liability for stock to be issued 40,000 -
   Accounts payable 223,234 131,273
   Accrued expenses 117,587 75,767
     Total current liabilities 1,783,279 1,067,922
 
Loan payable to bank, net of current portion - -
 
     Total liabilities 1,783,279 1,067,922
 
Stockholders' deficit:
   Common stock, $0.00001 par value, 100,000,000 shares authorized;
      57,203,508 and 54,888,508 shares issued and outstanding
       at November 30, 2009 and 2008, respectively 572 549
   Additional paid-in capital 668,292 271,303
   Accumulated deficit (2,138,376) (1,117,753)
   Accumulated other comprehensive income (loss) (61,301) 113,013
     Total stockholders' deficit (1,530,813) (732,888)
       Total liabilities and stockholders' deficit $ 252,466

$

335,034
 
See accompanying notes to consolidated financial statements.


HIPSO MULTIMEDIA, INC. AND SUBSIDIARY
Consolidated Statements of Operations and Comprehensive Income (loss) Back to Table of Contents
For the Years Ended November 30, 2009 and 2008
 

IN US$

For the Year ended

For the Year ended

November 30, 2009

November 30, 2008

Revenue

$

194,666

$

372,638
Costs and expenses:
   Cost of sales 283,484 497,572
   Depreciation and amortization 86,085 85,197
   Administrative expenses 797,079 596,532
       Total costs and expenses 1,166,648 1,179,301
Operating loss (971,982) (806,663)
 
Non-Operating Income (Expenses):
   Interest income 2,400 11
   Interest expense (51,041) (29,268)
   Loss on disposal of fixed assets - (1,256)
       Total Non-Operating Expense (48,641) (30,513)
 
Net loss

$

(1,020,623)

$

(837,176)

  
Net loss per common share (Basic and Diluted) $ (0.02) $ (0.02)
 
Weighted average shares outstanding

56,073,152

53,692,041

 
Other Comprehensive Income (Loss):
   Comprehensive income (loss) - beginning of period $ (1,020,623) $ (837,176)
   Cumulative translation adjustments (174,314) 134,300
   Comprehensive income (loss) - end of period $ (1,194,937) $ (702,876)
 
See accompanying notes to consolidated financial statements.


HIPSO MULTIMEDIA, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Deficit Back to Table of Contents
For the Years Ended November 30, 2009 and 2008
 

Additional

Retained Accumulated Other

Preferred

Common

Paid-in

Earnings Comprehensive

Shares

Amount

Shares

Amount

Capital

(Deficit)

Income (Loss)

Total

 
Balance November 30, 2007

-

$

-

52,035,008

$

520

$

-

$

(280,576)

$

(21,287)

$

(301,343)

 
Shares issued for services - - 1,353,500 13 68,393 - - 68,406
Exercise of stock options - - 1,500,000 16 139,984 - - 140,000
Fair value of options granted - - - - 22,820 - - 22,820
Fair value of rent contributed by major shareholder - - - - 40,106 - - 40,106
Net loss for the year ended November 30, 2008

-

-

  -

 -

-

(837,177)

134,300

(702,877)

Balance November 30, 2008

-

$

-

54,888,508

$

549

$

271,303

$

(1,117,753)

$

113,013

$

(732,888)

Shares issued for cash - - 250,000 2 24,998 25,000
Shares issued for services - - 1,765,000 18 269,332 - - 269,350
Exercise of stock options - - 300,000 3 44,497 - - 44,500
Fair value of options granted - - - - 17,302 - - 17,302
Fair value of rent contributed by major shareholder - - - - 40,860 - - 40,860
Net loss for the year ended November 30, 2009

-

-

  -

 -

-

(1,020,623)

(174,314)

(1,194,937)

Balance November 30, 2009

-

$

-

57,203,508

$

572

$

668,292

$

(2,138,376)

$

(61,301)

$

(1,530,813)

 
See accompanying notes to consolidated financial statements.


HIPSO MULTIMEDIA, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows Back to Table of Contents
For the Years Ended November 30, 2009 and 2008
 

IN US$

November 30, 2009

November 30, 2008

Net loss

$

(1,020,623)

$

(837,176)

Cash flows from operating activities:

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

               Depreciation and amortization 86,085 85,197
               Stock based compensation 331,179 231,226
               Contributed expenses by management 40,860 40,106
               Loss on disposition of fixed assets - 1,256
             Changes in operating assets and liabilities:
               Accounts receivable

42,581

(20,121)

               Prepaid expenses and other current assets (24,903) (22,732)
               Accounts payable and accrued expenses

198,877

30,252

     Net cash used in operating activities

(345,944)

(491,992)

 
              Cash flow from investing activities:
                Deferred development - (14,372)
                  Net cash provided by investing activities - (14,372)
 
              Cash flows from financing activities:
               Increase in cash overdraft 361 -
               Cash received for common stock 25,000 -
               Loan payable to bank (200,720) 163,438
                Loan payable to shareholder

578,859

233,830

                  Net cash provided by financing activities

403,500

397,268

  
             Effect of exchange rate on cash (57,575) 99,733
 
               Decrease increase in cash (19) (9,363)
               Cash - beginning of year

10

9,382

               Cash - end of the year

0

19

  
Supplemental disclosure of cash flow information:
   Cash paid for interest 20,162 25,072
 
See accompanying notes to consolidated financial statements.


HIPSO MULTIMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Back to Table of Contents
FOR THE YEARS ENDED NOVEMBER 30, 2009 AND 2008

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

HIPSO Multimedia, Inc. (the “Company”) formerly Physicians Remote Solutions, Inc., a Florida Corporation incorporated in April 2005, operates a “triple play” network providing digital TV, voice over internet protocol (VoIP) and a high speed internet access all via fiber optic cable. The Company targets the multi-dwelling unit market in Montreal and eventually throughout the Canadian market. The Company offers its retail customer base a bundled package including IP telephony, internet bandwidth in 5 and 10 megabytes per second (Mbps) increments and 83 television channels. The Company also targets hotels, hospitals and retirement homes by offering bulk long-term agreements to their connected customers.

On June 2, 2008, the Company entered into a share exchange agreement with Valtech Communications, Inc. (“Valtech”) and issued 40,000,000 shares of its common stock to acquire Valtech. In connection with the share exchange agreement, Valtech became a wholly owned subsidiary of the Company and the Valtech officers and directors became the officers and directors of the Company. Prior to the merger, the Company had not generated any revenues. As a result of the transaction (the “reverse merger”) and for accounting purposes, the reverse merger has been treated as an acquisition of the Company by Valtech and a recapitalization of the Company. The historical financial statements are those of Valtech. Since the reverse merger is a recapitalization and not a business combination, pro-forma information is not presented.

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

Going Concern

As shown in the accompanying condensed consolidated financial statements the Company has incurred net losses of $1,020,623 and $837,177 for the years ended November 30, 2009 and 2008, and has a working capital deficiency of $1,746,107 as of November 30, 2009.

Management’s plans include the raising of capital through the equity markets to fund future operations and generating adequate revenues through its business. Even if the Company does not raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents.

Comprehensive Income

The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the loans payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.

Currency Translation

For subsidiaries outside the United States that prepare financial statements in currencies other than the U.S. dollar, the Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations.

Revenue Recognition

The Company receives revenue from subscribers to its triple play network in which it provides digital TV, voice over internet protocol (VoIP), and high speed internet access, all via fiber optic cable. The Company bills its subscribers on a monthly basis and recognizes the monthly revenue based upon the specific plan selected by the subscriber. The Company additionally provides contracted services to wire commercial buildings with fiber optic cable in order to provide for similar services.

Accounts Receivable

The Company conducts business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral.

Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The Company has an allowance for doubtful accounts of $20,156 at November 30, 2009.

Accounts receivable are generally due within 30 days and collateral is not required. Unbilled accounts receivable represents amounts due from customers for which billing statements have not been generated and sent to the customers.

Income Taxes

The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

Advertising Costs

The Company expenses the costs associated with advertising as incurred. Advertising expenses for the years ended November 30, 2009 and 2008 are included in selling and promotion expenses in the consolidated statements of operations.

Fixed Assets

Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets; office and computer equipment – 5 years.

When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments.

Impairment of Long-Lived Assets

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

Loss Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.

The following is a reconciliation of the computation for basic and diluted EPS:

November 30, 2009 November 30, 2008
 
Net loss $ (1,020,623) $ (837,176)
  
Weighted-average common shares outstanding (basic) 56,073,152 53,692,041
 
Weighted-average common stock equivalents
   Stock options 1,450,000 1,500,000
   Warrants - -
 
Weighted-average common shares outstanding (diluted) 57,523,152 55,192,041

Stock-Based Compensation

In 2006, the Company adopted the provisions of ASC 718-10 “Share Based Payments” for its year ended December 31, 2008. The adoption of this principle had no effect on the Company’s operations.

The Company has elected to use the modified–prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.

Segment Information

The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. As of November 30, 2009 and for the years ended November 30, 2009 and 2008, the Company operates in only one segment and in only one geographical location.

Reclassifications

The Company has reclassified certain amounts in their condensed consolidated statement of operations for the year ended November 30, 2008 to conform with the November 30, 2009 presentation. These reclassifications had no effect on the net loss for the year ended November 30, 2008.

Uncertainty in Income Taxes

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of November 30, 2009, no additional accrual for income taxes other than the federal and state provisions and related interest and estimated penalty accruals is not considered necessary.

Fair Value Measurements

In September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.

In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

Recent Accounting Pronouncements

In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Company’s financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. 

ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

In April 2008, ASC 350-30 was issued, “Determination of the Useful Life of Intangible Assets”. The Company was required to adopt ASC 350-30 on December 1, 2008. The guidance in ASC 350-30 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350-30 will materially impact their financial position, results of operations or cash flows.

In May 2008, ASC 470-20 was issued, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“ASC 470-20”). ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. ASC 470-20 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe that the adoption of ASC 470-20 will have a material effect on its financial position, results of operations or cash flows.

In June 2008, ASC 815-40 was issued, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“ASC 815-40”), which supersedes the definition in ASC 605-50 for periods beginning after December 15, 2008. The objective of ASC 815-40 is to provide guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock and it applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative in accordance with ASC 815-20.

ASC 815-40 also applies to any freestanding financial instrument that is potentially settled in an entity’s own stock. The Company believes that ASC 815-40, will not have a material impact on their financial position, results of operations and cash flows.

In June 2008, ASC 470-20-65 was issued, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“ASC 470-20-65”). ASC 470-20-65 is effective for years ending after December 15, 2008. The overall objective of ASC 470-20-65 is to provide for consistency in application of all the standards issued for convertible securities. The Company has computed and recorded a beneficial conversion feature in connection with certain of their prior financing arrangements and does not believe that ASC 470-20-65 will have a material effect on that accounting.

Effective April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition. The Company has evaluated subsequent events through March 11, 2010, the date the financial statements were issued.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the rollforward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.

Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

NOTE 3- FIXED ASSETS

Fixed assets as of November 30, 2009 and 2008 were as follows:

Estimated Useful

Lives (Years)

November 30, 2009

November 30, 2008

Computer and office equipment

5

$

30,829

$

26,373

Less: accumulated depreciation

18,520

10,549

Property and equipment, net

$

12,309

$

15,824

There was $5,818 and $6,321 charged to operations for depreciation expense for the years ended November 30, 2009 and 2008, respectively.

NOTE 4 - DEFERRED COSTS

Deferred costs as of November 30, 2009 and 2008 were as follows:

November 30, 2009

November 30, 2008

Deferred Costs

$

434,831

$

371,983

Less: accumulated depreciation

231,846

125,563

Property and equipment, net

$

202,985

$

246,420

There was $80,266 and $78,876 charged to operations for amortization expense for the years ended November 30, 2009 and 2008, respectively.

NOTE 5 - RELATED PARTY LOANS

As of November 30, 2009, the four principal shareholders of the Company had advanced $1,139,375 to the Company for working capital purposes. These loans bear interest at an annual rate of 10% for individual amounts exceeding $150,000 (CDN$) ($141,870 (US$)). The loans have no specific terms of repayment and are unsecured. Interest expense for the years ended November 30, 2009 and 2008 were $30,879 and $2,286, respectively. Accrued interest on these loans as of November 30, 2009 and 2008 were $34,597 and $1,937, respectively.

NOTE 6 - LOAN PAYABLE - BANK

The Company had an overdraft facility with a Canadian bank for $500,000 (CDN$)) and converted this facility to an Operating Loan in April 2009. The loan is payable in monthly installments of $27,778 (CD$) through September 2010. In addition, interest will be charged at 4% over the bank’s prime lending rate and the Company will be charged monthly fees of approximately $150 per month. At November 30, 2009, the Company has $262,722 outstanding and is current on all of the interest due. The loan is personally guaranteed by three principal shareholders.

Interest expense on the loan payable / line of credit for the years ended November 30, 2009 and 2008 were $20,162 and $26,982, respectively. There was no accrued interest outstanding as of November 30, 2009.

NOTE 7 - COMMITMENTS

Employment Agreement

The Company’s subsidiary, Valtech has an employment agreement with its Chief Executive Officer. The agreement commenced October 1, 2006 and terminated September 30, 2007. The agreement is renewable upon mutual agreement of the Company and its Chief Executive Officer. The original agreement provided for a salary of $80,000 plus benefits. The agreement has been renewed through September 30, 2010.

Operating Lease

The Company leased a vehicle for the Chief Executive Officer. The lease was a 36-month lease that expired October 31, 2009. The monthly payment was $617 per month. There is no current lease for an automobile for the Chief Executive Officer.

Office Space

The Company occupies approximately 2,500 square feet of office space owned by a company that is owned by a shareholder of the Company. The occupancy is on a month-to-month basis, without a lease and without payment of rent. The Company has occupied the space since February 1, 2008. Accordingly, a rent expense was recorded at the fair value of the applicable rent and with an offset to additional paid-in capital.

Service Agreement

In July 2009, the Company’s subsidiary, Valtech Communications, Inc. entered into a written agreement with Groupe Canvar Inc. (a related party through common ownership). The agreement provides for Groupe Canvar, Inc. to provide brochures, price lists, contact information and other literature relating to Valtech Communications, Inc. services to the tenants leasing the apartments or office space in the buildings owned by Groupe Canvar, Inc. In addition, the agreement provides for Valtech Communications, Inc. to install wiring in new and refurbished buildings owned by Groupe Canvar, Inc. to their server for these services. All pricing is at the same terms as those for Valtech Communications, Inc. other customers. The agreement will expire July 2010.

Litigation

The Company has initiated litigation against two former consultants in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida. In 2008, the Company entered into a consulting contract with two individuals to prepare a formal valuation of the Company’s business including marketing, sales, information management, and a customer service plan. The consulting agreement provides for the issuance of 600,000 restricted common shares and the issuance of 2,400,000 stock options of which 1,000,000 options were exercised.

Management is of the opinion that these individuals did not perform their services according to the contract and is attempting to block the removal of the restriction on the 600,000 common shares issued, and cancel the unexercised stock options. The outcome of the litigation is undeterminable at the present time. The 600,000 common shares are reflected as outstanding in the accompanying consolidated financial statements and stock based compensation of $36,000 was recorded. Additionally, the fair value of the options have been recorded aggregating $22,820 and a provision for $60,000 has been recorded for the amount due for the option exercise price since the consultants have not paid the option price to date.

NOTE 8 - STOCKHOLDERS’ DEFICIT

Common Stock

As of November 30, 2009, the Company has 100,000,000 shares of common stock authorized with a par value of $.00001.

The Company has 57,203,508 and 54,888,508 shares issued and outstanding as of November 30, 2009 and 2008.

During the quarter ended November 30, 2009, the Company issued:

480,000 shares of common stock to various consultants for services rendered. These shares were valued at their market prices of $0.105 and $0.16 per share, or $66,900, at the date of issue. In addition, 250,000 shares were issued for $25,000 cash received in August 2009.

During the quarter ended November 30, 2009, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

During the quarter ended August 31, 2009, the Company issued:

1,100,000 shares of common stock to various consultants including attorneys for services rendered. These shares were valued at their market prices of $0.15 and $0.16 per share, or $167,000, at the date of issue.

During the quarter ended August 31, 2009, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

$3,257 in stock based compensation was recognized for services performed for which shares were issued in the prior year.

During the quarter ended May 31, 2009, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

$1,890 in stock based compensation was recognized for services performed for which shares were issued in the prior year.

During the quarter ended February 28, 2009, the Company issued:

100,000 shares of common stock to the President and CEO for services. These shares were valued at their market price of $0.21 per share, or $21,000, at the date of issue.

85,000 shares of common stock for legal services. These shares were valued at their market price of $0.17 per share, or $14,450, at the date of issue.

300,000 shares of common stock to exercise stock options. The Company did not receive the required option payment of $15,000 from the consultant and thus included these amounts as administrative expenses.

During the quarter ended February 28, 2009, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

$12,156 in stock based compensation was recognized for services performed for which shares were issued in the prior year.

During the year ended November 30, 2008:

On March 12, 2008, a change in control occurred with respect to Physicians Remote Solutions, Inc. and on June 2, 2008, Physicians Remote Solutions, Inc. was reverse merged into Valtech Communications, Inc., a Canadian company and the Company’s name was changed to HIPSO Multimedia, Inc. In connection with the reverse merger, 40,000,000 restricted shares of the public company common stock was exchanged fro Valtech Communications’ common stock. The shares were issued at par.

On March 13, 2008, the Company issued 583,500 restricted shares of its common stock in connection with a legal services contract commencing March 18, 2008 for one year. Stock based compensation in the amount of $25,225 was recorded as compensation expense for the year ended November 30, 2008, with the remaining $9,785 to be expensed in the year ending November 30, 2009. The shares were valued at $0.06 per share, the current market value on the date of issuance.

On March 13, 2008, the Company entered into consulting contracts with two individuals to prepare a formal evaluation of the Company’s business including the creation of a marketing, sales, information management, and customer service plan. The agreements require the issuance of 600,000 restricted common shares valued at $0.06 per share, the current market price at the date of issuance, and the issuance of 2,400,000 stock options exercisable at $0.06 per share.

Of the 2,400,000 stock options, 1,000,000 options vested immediately and were exercised, 400,000 options vested on May 1, 2008, and the balance vest 200,000 per month commencing June 1, 2008. Subsequent to entering into this agreement, the Company initiated litigation against these individuals as a result of their failure to perform in accordance with the agreement and is attempting to block the removal of the restriction on the 600,000 shares issued, and cancel the unexercised options. The outcome of the litigation is undeterminable at this time. The Company has reflected a $36,000 charge for the value of the restricted shares, and $22,820 for the fair value of the stock options. In addition, the $60,000 has been recorded for the amount due for the option exercise price the consultants have not paid.

On March 31, 2008, the Company issued 120,000 restricted shares of its common stock in connection with internal accounting services commencing March 18, 2008 for one year. Stock based compensation in the amount of $5,188 was recorded as compensation expense for the year ended November 30, 2008, with the remaining $2,012 to be expensed in the year ending November 30, 2009. The shares were valued at $0.06 per share, the current market value on the date of issuance.

On August 25, 2008, the Company issued 50,000 restricted shares of its common stock in connection with an agreement for investor relations services commencing August 25, 2008 for one year. Stock based compensation in the amount of $1,993 was recorded as compensation expense for the year ended November 30, 2008, with the remaining $5,507 to be expensed in the year ending November 30, 2009. The shares were valued at $0.15 per share, the current market value on the date of issuance.

On August 25, 2008, the Company issued 250,000 free-trading shares of its common stock in connection with the exercise of stock options.

On November 4, 2008, the Company issued 250,000 free-trading shares of its common stock in connection with the exercise of stock options.

Stock Options

The Company accounts for stock-based compensation using the fair value method. The fair value method requires the cost of employee services received for awards of equity instruments, such as stock options and restricted stock, to be recorded at the fair value on the date of the grant. The value of restricted stock awards, based upon market prices, is amortized over the requisite service period. The estimated fair value of stock options and warrants on the grant date is amortized on a straight line basis over the requisite service period. During the years ended November 30, 2009 and 2008, stock based compensation was $0 and $231,226, respectively.

On March 13, 2008, in connection with consulting contracts, 2,400,000 stock options were issued and they have a five-year life, exercisable at $0.06, as follows: 1,000,000 options vested immediately, 400,000 options vested on May 1, 2008, and the balance vest 200,000 per month commencing June 1, 2008 through October 1, 2008.

These options were valued using the Black-Scholes Pricing Model with the following assumptions: volatility - 25%; risk free interest rate – 2.53%; expected life – 5 years; and dividend yield – 0%.

Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a company believed to have market and economic characteristics similar to its own.

Of the 2,400,000 options issued to the two consultants, 1,000,000 of the options that vested immediately, were exercised upon issuance, however, the Company has not received the required option payment of $60,000 from the two consultants. As noted, the Company is in litigation to recover this amount. As a result, and due to the uncertainty of the recovery of the $60,000, the Company has expensed the entire amount. The remaining 1,400,000 vested but unexercised options were valued at $22,820 ($0.0163 per option) based upon the assumptions herein.

On August 25, 2008 and October 30, 2008, the Company issued a total of 600,000 stock options to two consultants. Of these options, 500,000 vested upon issuance and the remaining options vest March 4, 2009. These options have a three-year life and are exercisable at $0.05. These options were issued in the money as the market value of the underlying shares was $0.18 and $0.14, respectively. The fair value of these options were determined to be the intrinsic value at the date of issuance, or $32,500 ($0.13 per share) and $22,500 ($0.09 per share) on August 25, 2008 and October 30, 2008, respectively. Additionally, the Company did not receive the total required option payments of $25,000 (500,000 options at $0.05).

The Company has expensed the entire amount due to the uncertainty of the collectability of this amount. Of the 600,000 options, 50,000 options remain unexercised as of November 30, 2009.

On December 16, 2008, the Company issued 250,000 options at $0.05 ($25,000), which were expensed, and these options were exercised immediately.

The following is a summary of the outstanding stock options for the years ended November 30, 2009 and 2008:

Options

Weighted Average Exercise Price

Weighted Average Exercise Life

Aggregate Intrinsic Value

Outstanding, November 30, 2008

1,500,000

$

0.06

4.87

$

121,000

Granted

250,000

0.05

3.00

Exercised

(300,000)

(0.05)

0.00

Cancelled

-

-

-

-

Outstanding, November 30, 2009

1,450,000

$

0.06

4.10

$

86,500

Exercisable, November 30, 2009

1,450,000

$

0.06

4.10

$

86,500

 

Options

Weighted Average Exercise Price

Weighted Average Exercise Life

Aggregate Intrinsic Value

Outstanding, November 30, 2007

-

$

-

-

$

-

Granted

3,000,000

0.06

2.43

Exercised

(1,500,000)

(0.06)

0.00

Cancelled

-

-

-

-

Outstanding, November 30, 2008

1,500,000

$

0.06

4.87

$

121,000

Exercisable, November 30, 2008

1,400,000

$

0.06

5.00

$

112,000

NOTE 9- PROVISION FOR INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At November 30, 2009, deferred tax assets consist of the following:

Net operating losses $ 727,048
Valuation allowance (727,048)
$ -

At November 30, 2009, the Company had a net operating loss carryforward in the approximate amount of $2,138,376, available to offset future taxable income through 2029. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended November 30, 2009 and 2008 is summarized as follows:

2009

2008

Federal statutory rate

(34.0)%

(34.0)%

State income taxes, net of federal benefits

3.3

3.3

Valuation allowance

30.7

30.7

0%

0%

NOTE 10 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

NOTE 11 -  CONCENTRATION OF CREDIT RISK

On November 30, 2009, $20,156, or 38% of the Company’s accounts receivable were with three customers. Of this amount, $5,677, or 11%, was with a customer related to a significant shareholder of the Company.

On November 30, 2008, $35,409, or 47% of the Company’s gross accounts receivable were with two customers. Of this amount, $14,635, or 20%, was with a customer related to a significant shareholder of the Company. In addition, 38% of the revenue for the year ended November 30, 2008 was generated by two customers. This customer is considered a major customer of the Company. A major customer is a customer that represents more than 10% of the total.