Attached files
file | filename |
---|---|
EX-31.2 - GAMERICA HOLDINGS & ACQUISITIONS CORP. | v193418_ex31-2.htm |
EX-32.2 - GAMERICA HOLDINGS & ACQUISITIONS CORP. | v193418_ex32-2.htm |
EX-31.1 - GAMERICA HOLDINGS & ACQUISITIONS CORP. | v193418_ex31-1.htm |
EX-32.1 - GAMERICA HOLDINGS & ACQUISITIONS CORP. | v193418_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
(MARK
ONE)
FORM
10-Q
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2010
OR
¨ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE
TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION
FILE NUMBER: 000-33035
VOIS
INC.
(Exact
name of registrant as specified in its charter)
Florida
|
95-4855709
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
8709 Hunters Green Dr., Suite 300, Tampa,
FL
|
33647
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(813)
907-2999
(Registrant's
telephone number, including area code)
22900
Shaw Road, Suite 111, Sterling, VA 20166
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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 þ
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 (or for such shorter period that the registrant
was required to submit and post such files). Yes ¨
No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
þ
|
|
(Do
not check if smaller reporting
company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No þ
The
number of shares of the registrant’s Common Stock, $.00001 par value,
outstanding at August 13, 2010, the latest practicable date, was:
2,666,342,263.
VOIS
INC.
FORM
10-Q
June
30, 2010
(Unaudited)
TABLE
OF CONTENTS
Page
No.
|
||
PART
I. - FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements.
|
3
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
17
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
22
|
Item
4T
|
Controls
and Procedures.
|
22
|
PART
II - OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings.
|
22
|
Item
1A.
|
Risk
Factors.
|
22
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
22
|
Item
3.
|
Defaults
Upon Senior Securities.
|
22
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
23
|
Item
5.
|
Other
Information.
|
23
|
Item
6.
|
Exhibits.
|
23
|
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
Certain
statements in this report contain or may contain forward-looking statements that
are subject to known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements were based on
various factors and were derived utilizing numerous assumptions and other
factors that could cause our actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited
to, our ability to implement our business plan and generate revenues,
access to sufficient capital to fund our operations, economic, political and
market conditions and fluctuations, government and industry regulation, U.S. and
global competition, and other factors. Most of these factors are difficult
to predict accurately and are generally beyond our control. You should consider
the areas of risk described in connection with any forward-looking statements
that may be made herein. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. Readers should carefully review this in its entirety, including but not
limited to our financial statements and the notes thereto. Except for our
ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events.
OTHER
PERTINENT INFORMATION
When used
in this report, the terms “VOIS”, "we", "our", and "us" refers to VOIS Inc., a
Florida corporation, and our subsidiary. In September 2007 we changed our
fiscal year end from December 31 to September 30. When used in this
report, “fiscal 2009” means the year ended September 30, 2009 and "fiscal 2010"
means the year ending September 30, 2010. The information which appears on
our website is not part of this report.
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
VOIS
INC.
(A
Development Stage Company)
BALANCE
SHEETS
June
30, 2010
|
September
30, 2009
|
|||||||
|
(Unaudited)
|
(1)
|
||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 13,713 | $ | 90,947 | ||||
Total
Current Assets
|
13,713 | 90,947 | ||||||
OTHER
ASSETS:
|
||||||||
Property
and equipment, net
|
10,812 | 16,313 | ||||||
Website
development costs, net of accumulated amortization of $427,521 and
$289,742 at June 30, 2010 and September 30, 2009,
respectively
|
80,039 | 201,018 | ||||||
Other
assets
|
22,423 | 22,423 | ||||||
Total
Assets
|
$ | 126,987 | $ | 330,701 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 172,292 | $ | 94,164 | ||||
Notes
payable and accrued interest
|
294,516 | 272,766 | ||||||
Total
current liabilities
|
466,808 | 366,930 | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Preferred
Stock ($.001 par value; 10,000,000 shares authorized)
|
- | - | ||||||
Common
stock ($.00001 par value; 100,000,000,000 shares authorized; 2,666,342,263
and 828,528,200 shares issued and outstanding at June 30, 2010 and
September 30, 2009, respectively)
|
26,663 | 8,285 | ||||||
Additional
paid in capital
|
27,636,169 | 12,709,180 | ||||||
Deficit
accumulated during the development stage
|
(28,002,653 | ) | (12,753,694 | ) | ||||
Total
stockholders' deficit
|
(339,821 | ) | (36,229 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 126,987 | $ | 330,701 |
(1)
derived from audited financial statements
See Notes
to Unaudited Financial Statements.
3
VOIS
INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
Cumulative
|
||||||||||||||||||||
For
the
|
||||||||||||||||||||
Period
From
|
||||||||||||||||||||
May
19,
|
||||||||||||||||||||
Three
month
|
Three
month
|
Nine
month
|
Nine
month
|
2000
|
||||||||||||||||
period
ended
|
period
ended
|
period
ended
|
period
ended
|
(Inception)
to
|
||||||||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
June
30,
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
Revenues
|
$ | - | $ | 1,319 | $ | 1,541 | $ | 36,139 | ||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Selling,
general & administrative
|
816,718 | 343,890 | 15,227,208 | 737,330 | 24,214,724 | |||||||||||||||
Total
operating expenses
|
816,718 | 343,890 | 15,227,208 | 737,330 | 24,214,724 | |||||||||||||||
Operating
loss
|
(816,718 | ) | (342,571 | ) | (15,227,208 | ) | (735,789 | ) | (24,178,585 | ) | ||||||||||
Other
(income) expense:
|
||||||||||||||||||||
Interest
income
|
- | (4 | ) | - | (253 | ) | (4,572 | ) | ||||||||||||
Loss
on investment in A.D. Parma
|
- | - | - | - | 125,000 | |||||||||||||||
Interest
expense
|
7,250 | 9,063 | 21,751 | 21,751 | 629,854 | |||||||||||||||
Interest
expense - related party
|
- | - | - | - | 13,391 | |||||||||||||||
7,250 | 9,059 | 21,751 | 21,498 | 763,673 | ||||||||||||||||
Loss
from continuing operations
|
(823,968 | ) | (351,630 | ) | (15,248,960 | ) | (757,287 | ) | (24,942,259 | ) | ||||||||||
Loss
from discontinued operations
|
- | - | - | - | (3,060,394 | ) | ||||||||||||||
Net
loss
|
$ | (823,968 | ) | $ | (351,630 | ) | $ | (15,248,960 | ) | $ | (757,287 | ) | $ | (28,002,653 | ) | |||||
Per
share data- basic and diluted:
|
||||||||||||||||||||
Loss
from continuing operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
Loss
from discontinued operations
|
- | - | - | - | ||||||||||||||||
Net
loss
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
Basic
and diluted weighted average common shares
outstanding
|
2,571,946,659 | 828,242,200 | 1,650,599,148 | 789,800,000 |
See Notes
to Unaudited Financial Statements.
4
VOIS
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
Nine-month
|
Nine-month
|
Cumulative
For the Period
|
||||||||||
Period
ended
|
period
ended
|
From
May 19, 2000 (Inception)
|
||||||||||
June 30,
2010
|
June 30,
2009
|
to June 30,
2010
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (15,248,960 | ) | $ | (757,287 | ) | $ | (28,002,653 | ) | |||
Less
income -loss from discontinued operations
|
- | - | (3,060,394 | ) | ||||||||
Loss
from continuing operations
|
(15,248,960 | ) | (757,287 | ) | (24,942,259 | ) | ||||||
Adjustments
to reconcile loss from continuing operations to net cash used by
continuing operating activities
|
||||||||||||
Fair
value of options granted and shares issued to directors, employees, and
consultants
|
11,835,000 | 180,924 | 17,521,929 | |||||||||
Fair
value of rights issued pursuant to notes payable
|
- | - | 117,112 | |||||||||
Fair
value of shares issued for services
|
2,070,000 | 56,000 | 2,267,839 | |||||||||
Loss
on extinguishment of debt
|
- | - | 1,711 | |||||||||
Amortization
of deferred financing costs
|
- | - | 16,693 | |||||||||
Loss
on investment in A.D. Parma
|
- | - | 125,000 | |||||||||
Depreciation
|
5,502 | 7,017 | 22,767 | |||||||||
Amortization
|
137,779 | 144,398 | 427,521 | |||||||||
Amortization
of deferred compensation
|
907,423 | 68,613 | 1,181,873 | |||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Other
asset
|
- | - | (14,226 | ) | ||||||||
Deferred
tax asset
|
- | (13,259 | ) | (77,500 | ) | |||||||
Accrued
interest
|
21,750 | 21,783 | 167,360 | |||||||||
Accrued
interest-related party
|
- | - | 5,474 | |||||||||
Accounts
payable and accrued expenses
|
78,128 | (43,446 | ) | 1,029,438 | ||||||||
Deferred
tax liability
|
- | 13,259 | 77,500 | |||||||||
Total
adjustments to loss from continuing operations
|
15,055,582 | 435,289 | 22,870,491 | |||||||||
Net
cash flows from continuing operating activities
|
(193,378 | ) | (321,998 | ) | (2,071,768 | ) | ||||||
Net
operational cash flows from discontinued operations
|
- | - | (2,088,117 | ) | ||||||||
Net
cash used by operating activities
|
(193,378 | ) | (321,998 | ) | (4,159,885 | ) | ||||||
Cash
flows used in investing activities:
|
||||||||||||
Investment
in A.D. Parma
|
- | - | (125,000 | ) | ||||||||
Website
development costs
|
(16,800 | ) | (178,800 | ) | (507,560 | ) | ||||||
Capital
expenditures
|
- | (4,303 | ) | (108,477 | ) | |||||||
Acquisition
and purchases of intangible and other assets
|
- | - | (8,197 | ) | ||||||||
Net
cash used in investing activities
|
(16,800 | ) | (183,103 | ) | (749,234 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from issuance of notes payable
|
- | - | 979,519 | |||||||||
Repayment
of notes payable
|
- | - | (438,769 | ) | ||||||||
Exercise
of options
|
84,944 | - | 119,595 | |||||||||
Repayment
from notes payable- related party
|
- | - | 38,500 | |||||||||
Issuance
of notes receivable-related party
|
- | - | (38,500 | ) | ||||||||
Proceeds
from sale of royalty agreement
|
- | - | 50,000 | |||||||||
Equipment
loans
|
- | - | (32,481 | ) | ||||||||
Advance
from executive officers
|
- | - | 204,500 | |||||||||
Payments
of financing costs
|
- | - | (182,140 | ) | ||||||||
Proceeds
from issuance of shares of common stock
|
48,000 | 76,000 | 4,549,588 | |||||||||
Offering
costs and fees
|
- | - | (326,980 | ) | ||||||||
Net
cash provided by financing activities
|
132,944 | 76,000 | 4,922,832 | |||||||||
Net
increase (decrease) in cash
|
(77,234 | ) | (429,101 | ) | 13,713 | |||||||
Cash,
beginning of period
|
90,947 | 640,486 | - | |||||||||
Cash,
end of period
|
13,713 | 211,385 | 13,713 | |||||||||
Supplemental
disclosures of cash flow information:
|
||||||||||||
Cash
paid for interest
|
- | - | 32,443 | |||||||||
Cash
paid for taxes
|
- | - | - | |||||||||
Non-cash
investing and financing activities:
|
||||||||||||
Issuance
of shares pursuant to conversion of advances from executive
officers
|
- | 204,500 | 204,500 | |||||||||
Forfeiture
of executive compensation
|
- | 630,848 | 630,848 | |||||||||
Fair
value of shares issued to satisfy notes payable and accrued
interest
|
- | 834,231 | 834,231 | |||||||||
Deferred
financing and offering costs
|
- | - | 249,689 | |||||||||
Deferred
compensation
|
- | - | (274,450 | ) | ||||||||
Equipment
financed
|
- | - | 34,120 |
See Notes
to the Unaudited Financial Statements
5
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
1 - PLAN OF ORGANIZATION
Organization, Presentation
of Financial Statements, Going Concern, and Change in
Control
VOIS Inc.
(the “Company”) was incorporated in the State of Delaware on May 19, 2000 as
Medical Records by Net, Inc. On October 17, 2000, its name was changed to
Lifelink Online, Inc. In January 2001, its name was changed to MedStrong
Corporation and on March 9, 2001 the Company name was changed to MedStrong
International Corporation. Finally, on March 30, 2008, the Company’s name
was changed to VOIS Inc.
Through
June 30, 2010, the Company was in the development stage and has not carried any
significant operations and has generated minimal revenues. The Company has
incurred losses since inception aggregating to $28,002,653. These conditions
raise substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern.
These
matters, among others, raise substantial doubt about the ability of the Company
to continue as a going concern. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going
concern.
Principal Business
Activity
On
January 31, 2007, our Board of Directors approved an agreement to acquire
certain assets from Vois Networking, Inc. (a privately held, Florida
corporation) controlled by two of our directors and officers. We purchased fixed
assets in the form of furniture, fixtures and equipment as well as certain
intangible assets.
In
January, 2010, the Company launched a new portal within its existing website to
provide testing and development, and created code and data repositories for both
contract and freelance software developers working to build next generation
cloud application software. The Company’s offices are located in
Tampa, Florida.
Basis of
Presentation
The
Company is currently a development stage enterprise reporting under the
provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.
The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included and such
adjustments are of a normal recurring nature. These financial statements
should be read in conjunction with the financial statements for the year ended
September 30, 2009 and notes thereto and other pertinent information contained
in Form 10-K the Company has filed with the Securities and Exchange Commission
(the “Commission”).
The
results of operations for the three and nine-months ending June 30, 2010 are not
necessarily indicative of the results for the full fiscal year ending September
30, 2010.
Change in
Control
On
November 2, 2009 Mr. Herbert Tabin, formerly an executive officer and director
of our company, sold 225,000,000 shares of our common stock, including shares
owned beneficially and of record by him as well as shares owned by entities over
which he holds voting and dispositive control, to Mr. John R. Signorello for
nominal consideration in a private transaction. The shares of common stock
purchased by Mr. Signorello represent approximately 27% of our outstanding
common stock before the sale of shares to IceWEB, Inc. by us in a private
transaction.
6
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
On
November 3, 2009 we sold 160,000,000 shares of our common stock to IceWEB, Inc.,
a publicly traded company (OTCBB: IWEB) that manufactures and markets purpose
built appliances, network and cloud attached storage solutions and delivers
on-line cloud computing application services, in a private transaction exempt
from registration under the Securities Act of 1933 in reliance on an exemption
provided by Section 4(2) of that act resulting in gross proceeds to us of
$48,000. IceWEB used corporate funds for the purchase of our stock.
Mr. Mark B. Lucky, a member of our Board of Directors, is Chief Financial
Officer of IceWEB, Inc.
Mr.
Signorello is Chief Executive Officer and a member of the Board of Directors of
IceWEB, Inc., and by virtue of his position with that company, has voting and
dispositive control over those securities. As a result of both his
purchase of shares of our common stock from Mr. Tabin and his voting and
dispositive control over the shares purchased by IceWEB, Mr. Signorello now
holds voting and dispositive control over an aggregate of 875,000,000 shares of
our common stock representing approximately 33% of our outstanding common
stock.
NOTE 2 - SUMMARY OF CRITICAL AND
SIGNIFICANT ACCOUNTING POLICIES
Revenue
Recognition
Revenue
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collectability is probable.
Online advertising revenue is recognized as advertisements are
displayed.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results will differ from those estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less when purchased, to be cash
equivalents.
Concentrations of
Risks
The
Company is subject to concentrations of credit risk primarily from cash.
At June 30, 2010, the FDIC insured deposits up to $250,000 and provided
unlimited coverage for non-interest bearing transaction accounts. While
the Company periodically evaluates the credit quality of the financial
institutions in which it holds deposits, it cannot reasonably alleviate the risk
associated with the sudden possible failure of such financial
institutions.
Property and
Equipment
Property
and equipment are stated at cost less accumulated depreciation. When assets are
sold or retired, the cost and related accumulated depreciation are eliminated
from the accounts, and any resulting gain or loss is reflected in income for the
period. The cost of maintenance and repairs are charged to expense as incurred.
Significant renewals and replacements, which substantially extend the lives of
the assets, are capitalized. Depreciation is provided by the straight-line
method over the estimated useful lives of the related assets ranging from 3 to 7
years.
Website Development
Costs
We
account for software development costs in accordance with several accounting
pronouncements, including FASB
ASC 730, Research and Development, FASB ASC 350-40, Internal-Use
Software, FASB ASC
985-20, Costs of Computer Software to be Sold, Leased, or Marketed and
FASB ASC 350-50, Website
Development Costs. As of June 30, 2010, we have capitalized certain
internal use software and website development costs amounting to approximately
$508,000. The estimated useful life of costs capitalized is evaluated for each
specific project and is currently being amortized over two
years.
7
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
2 - SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income
Taxes
The
Company adopted FASB ASC 740,
Income Taxes, at its inception. Under FASB ASC 740, the deferred
tax provision is determined under the liability method. Under this method,
deferred tax assets and liabilities are recognized based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities using presently enacted tax rates.
Share-based
Payment
We record
share based payments under the provisions of FASB ASC 718, Compensation - Stock
Compensation. Under FASB ASC
718, companies are required to measure the compensation costs of
share-based compensation arrangements based on the grant-date fair value and
recognize the costs in the financial statements over the period during which
employees are required to provide services. Share-based compensation
arrangements include stock options, restricted share plans, performance-based
awards, share appreciation rights and employee share purchase plans. In March
2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107
expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC
rules and regulations and provides the staff's views regarding the valuation of
share-based payment arrangements for public companies. FASB ASC 718 permitted public
companies to adopt its requirements using one of two methods. On April 14,
2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may
elect to apply this statement either prospectively, or on a modified version of
retrospective application under which financial statements for prior periods are
adjusted on a basis consistent with the pro forma disclosures required for those
periods under FASB ASC
718. Effective with its fiscal 2006 year, the Company adopted the
provisions of FASB ASC
718 and related interpretations as provided by SAB 107 prospectively. As
such, compensation cost is measured on the date of grant as its fair value.
Such compensation
amounts are amortized over the respective vesting periods of the options
granted.
Earnings Per
Share
The
Company adopted FASB ASC
260, Earnings Per
Share. Basic earnings per share is based on the weighted effect of all
common shares issued and outstanding and is calculated by dividing net income
(loss) available to common stockholders by the weighted average shares
outstanding during the period. Diluted earnings per share is calculated by
dividing net income available to common stockholders by the weighted average
number of common shares used in the basic earnings per share calculation plus
the number of common shares, if any, that would be issued assuming conversion of
all potentially dilutive securities outstanding. For all periods diluted
earnings per share is not presented, as potentially issuable securities are
anti-dilutive.
The
following securities have been excluded from the calculation of diluted earnings
(loss) per share, as their effect would be anti-dilutive.
June
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
Stock
Options
|
387,469,270 | 359,006,700 | ||||||
Warrants
|
— | 11,595,100 | ||||||
Rights
Issued to Note Holders
|
1,586,800 | 1,586,800 | ||||||
Total
|
389,056,070 | 372,188,600 |
Advertising
Costs
The
Company expenses advertising costs as incurred. Advertising expense amounted to
$0 and $26,943 during the nine-month periods ending June 30, 2010 and 2009,
respectively.
8
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
2 - SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standard Codification (“ASC”) No. 105, Generally Accepted Accounting
Principles (“ASC 105” or “FASB Codification”), previously referred to
as Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles – a replacement of FASB Statement No 162 (“SFAS
168”). The
effective date for use of the FASB Codification is for interim and annual
periods ending after September 15, 2009. Companies should account for the
adoption of the guidance on a prospective basis. Effective July 1, 2009,
the Company adopted the FASB Codification and its adoption did not have a
material impact on its consolidated financial statements. The Company has
appropriately updated its disclosures with the appropriate FASB
Codification references during the three months ended September 30,
2009. As such, all the notes to the consolidated financial statements below
as well as the critical accounting policies in the Management’s Discussion and
Analysis section have been updated with the appropriate FASB Codification
references.
In
October 2009, the FASB issued Accounting Standard Update (“ASU”)
No. 2009-13 on Topic 605, Revenue
Recognition – Multiple Deliverable Revenue Arrangements – a consensus
of the FASB Emerging Issues Task Force (“ASU 2009-13”). The objective of ASU
2009-13 is to address the accounting for multiple-deliverable arrangements to
enable vendors to account for products or services (deliverables) separately
rather than as a combined unit. Vendors often provide multiple products or
services to their customers. Those deliverables often are provided at different
points in time or over different time periods. ASU 2009-13 provides amendments
to the criteria in Subtopic 605-25, Multiple-Element Arrangements
(“Subtopic 605-25”) for separating consideration in multiple-deliverable
arrangements. The amendments in ASU 2009-13 establish a selling price hierarchy
for determining the selling price of a deliverable. The selling price used for
each deliverable will be based on vendor specific objective evidence if
available, third-party evidence if vendor-specific objective evidence is not
available, or estimated selling price if neither vendor specific objective
evidence nor third-party evidence is available. The amendments in ASU 2009-13
also will replace the term fair value in the revenue allocation guidance with
selling price to clarify that the allocation of revenue is based on
entity-specific assumptions rather than assumptions of a marketplace
participant. ASU 2009-13 is effective for fiscal years beginning on or after
June 15, 2010. Early adoption is permitted and can be applied prospectively
or retrospectively. The Company is currently evaluating the impact, if any,
ASU 2009-13 will have on its consolidated financial
statements.
In
October 2009, the FASB issued ASU No. 2009-14 on Topic 985, Software – Certain Revenue Arrangements That
Include Software Elements – a consensus of the FASB Emerging Issues Task Force
(“ASU 2009-14”).
The objective of ASU 2009-14 is to address the accounting for revenue
arrangements that contain tangible products and software. Currently, products
that contain software that is “more than incidental” to the product as a whole
are within the scope of the software revenue guidance in Subtopic 985-605, Software – Revenue Recognition
(“Subtopic 985-605”). Subtopic 985-605 requires a vendor to use a
vendor-specific objective evidence of selling price to separate deliverables in
a multiple-element arrangement. A vendor must sell or intend to sell a
particular element separately to assert vendor-specific objective evidence for
that element. If a vendor does not have vendor-specific objective evidence for
the undelivered elements in an arrangement, the revenue associated with both the
delivered and undelivered elements is combined into one unit of accounting. Any
revenue attributable to the delivered products is then deferred and recognized
at a later date, which in many cases is as the undelivered elements are
delivered by the vendor. The amendments in ASU 2009-14 will change the
accounting model for revenue arrangements that include both tangible products
and software elements. Tangible products containing software components and
nonsoftware components that function together to deliver the tangible products
essential functionality are no longer within the scope of the software revenue
guidance in Subtopic 985-605. In addition, the amendments in ASU 2009-14 require
that hardware components of the tangible product containing software components
always be excluded from the software revenue guidance. ASU 2009-14 is effective
for fiscal years beginning on or after June 15, 2010. Early adoption
is permitted and can be applied prospectively or retrospectively. The
Company is currently evaluating the impact, if any, of ASU 2009-14 will
have on its consolidated financial statements.
9
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
In May
2009, the FASB issued ASC No. 855, Subsequent Events (“ASC
855”), previously referred to as SFAS No. 165, Subsequent Events. ASC 855
establishes general standards for accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are available
to be issued. More specifically, ASC 855 sets forth the period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition in the financial
statements, identifies the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements and the disclosures that should be made about events or transactions
that occur after the balance sheet date. The adoption of ASC 855 did not have a
material impact on our financial statements.
In April
2009, FASB issued ASC No. 820-10-35, Fair Value Measurements and
Disclosures – Subsequent Measurement (“ASC 820-10-35”), which discusses
the provisions related to the determination of fair value when the volume and
level of activity for the asset or liability have significantly decreased, which
was previously discussed in FSP SFAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. ASC
820-10-35 states that a significant decrease in the volume and level of activity
for the asset or liability when compared with normal market activity is an
indication that transactions or quoted prices may not be determinative of fair
value because there may be increased instances of transactions that are not
orderly in such market conditions. Accordingly, further analysis of transactions
or quoted prices is needed, and a significant adjustment to the transactions or
quoted prices may be necessary to estimate fair value. The Company adopted ASC
820-10-35 effective April 1, 2009. The adoption of ASC 820-10-35 did not
have a material impact on the Company’s consolidated results of operations and
financial condition.
In April
2009, the FASB issued ASC No. 825-10 “Financial Instruments” (“ASC
825-10”) previously known as FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments. ASC 825-10 requires disclosures about the fair
value of the Company’s financial instruments for which it is practicable to
estimate that value, whether recognized or not recognized in the balance sheets,
in interim reporting periods as well as in annual reporting periods. In
addition, ASC 825-10 requires disclosures of the methods and significant
assumptions used to estimate the fair value of those financial instruments. ASC
825-10 is effective for interim and annual periods ending after June 15,
2009. The Company adopted ASC 825-10 effective April 1, 2009 and the
adoption did not have a material impact on its consolidated results of
operations and financial condition.
In April
2009, the FASB issued ASC 320-10-65, Transition Related to Recognition
and Presentation of Other-Than-Temporary Impairments (“ASC 320-10-65”),
previously referred to as FASB Staff Position (“FSP”) FAS 115-2 and FAS
124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. ASC 320-10-65 amends
the other-than-temporary impairment guidance for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments in the financial statements. ASC 320-10-65 does
not change existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The Company adopted ASC
320-10-65 effective April 1, 2009. The adoption of ASC 320-10-65 did not
have a material impact on the Company’s consolidated results of operations and
financial condition.
NOTE
3: WEBSITE DEVELOPMENT COSTS
Website
development costs, net of accumulated amortization are as follows:
June
30
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
Website
development costs
|
$ | 507,560 | $ | 490,760 | ||||
Less:
accumulated amortization
|
(427,521 | ) | (289,742 | ) | ||||
Website
development costs, net
|
$ | 80,039 | $ |
201,018
|
Amortization
expense of the website development costs amounted to $137,779 and $144,398
during the nine-month periods ending June 30, 2010 and 2009,
respectively.
10
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
4 - PROPERTY AND EQUIPMENT
Property
and Equipment are comprised of the following:
June
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
Continuing
Operation
|
||||||||
Computer
equipment
|
$ | 14,563 | $ | 14,563 | ||||
Furniture
and fixtures
|
9,388 | 9,388 | ||||||
Leasehold
improvements
|
5,586 | 5,586 | ||||||
Equipment
|
4,041 | 4,041 | ||||||
33,578 | 33,578 | |||||||
Accumulated
depreciation
|
(22,766 | ) | (17,265 | ) | ||||
Property
and equipment, net
|
$ | 10,812 | $ | 16,313 |
Depreciation
expense of the property and equipment amounted to $5,502 and $7,017 during the
nine-month periods ending June 30, 2010 and 2009, respectively.
NOTE
5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and accrued expenses as of June 30, 2010 and September 30, 2009 are
comprised of trade payables and accrued salaries:
June
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
Trade
payables and accrued expenses
|
$ | 172,292 | $ | 94,164 |
NOTE
6 - NOTES PAYABLE
June 30,
2010
$145,000
notes payable, bearing 15% interest rate per annum, due as extended, ranging
from June 23, 2004 to December 31, 2004. The Company owes $149,516 in
accrued interest and penalty at June 30, 2010. The notes payable are unsecured
and currently in default.
The total
amount due on the notes payable is as follows:
June
30,
|
||||
2010
|
||||
Principal
|
$ | 145,000 | ||
Interest
and Penalty
|
149,516 | |||
Total
|
$ | 294,516 |
The
default penalty contained in the notes issued in 2005 provides the note holder
with a stock purchase right to acquire, for every 30 day period that the Company
is in default on the loan, one share of the Company’s common stock at $0.375 per
share for each dollar of the loan.
The
interest and penalty expenses associated with the aforementioned notes amounted
to $21,750 during the nine-month period ending June 30, 2010.
11
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
6 - NOTES PAYABLE (Continued)
September 30,
2009
$145,000
notes payable, bearing 15% interest rate per annum, due as extended, ranging
from June 23, 2004 to December 31, 2004. The Company owes $127,766 in accrued
interest and penalty at September 30, 2009. The notes payable are unsecured and
currently in default.
The total
amount due on the notes payable is as follows:
September 30,
2009
|
||||
Principal
|
$ | 145,000 | ||
Interest
and Penalty
|
127,766 | |||
Total
|
$ | 272,766 |
The
default penalty contained in the notes issued in 2005 provides the note holder
with a stock purchase right to acquire, for every 30 day period that the Company
is in default on the loan, one share of the Company’s common stock at $0.375 per
share for each dollar of the loan.
NOTE
7 - RELATED PARTY TRANSACTIONS
Right to Acquire
Stock
On
October 31, 2007 the Company and VOIS Partners LLC entered into Stock Purchase
Agreements with each of Trackside Brothers LLP, Carrera Capital Management, Inc.
and JAB Interactive LLC. Mr. Gary Schultheis, the Company’s President and
CEO, is the managing member of VOIS Partners LLC. Under the terms of these
agreements,
|
·
|
Trackside
Brothers LLP agreed to sell the 100,000 shares of the Company’s common
stock it owns to VOIS Partners LLC. Mr. Schultheis, as well as Messrs.
Stephen J. Bartkiw and Mark J. Minkin, former executive officers and
directors of the Company, are the members of Trackside Brothers
LLP,
|
|
·
|
Carrera
Capital Management, Inc. agreed to sell the 1,200,000 shares of the
Company’s common
stock it owns to VOIS Partners LLC. Carrera Capital Partners, Inc. is
owned by Mr. Minkin, and
|
|
·
|
JAB
Interactive LLC agreed to sell the 1,200,000 shares of the Company’s common
stock it owns to VOIS Partners LLC. Mr. Bartkiw is the managing member of
JAB Interactive LLC.
|
The
transactions closed in March 2008, and at closing the Company agreed to
satisfy certain payables to each of Messrs. Bartkiw and Minkin as well as other
third parties in the aggregate amount of approximately $328,000. Subject to the
closings of the transactions, the certificates representing the shares were
placed in escrow. The receipt by the Company of gross proceeds of $3,000,000
from a financing is a condition to the closings of the agreements. The
agreements each contain customary indemnification provisions and at the closings
the parties agreed to enter into general releases.
During
April 2008 these agreements closed pursuant to their terms and, pursuant to the
terms of the agreements, the Company satisfied the payables due former officers
and directors as well as other third parties in the aggregate amount of
approximately $328,000.
12
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
8 - CAPITAL STOCK
Issuance of Shares Pursuant
to Private Placements
During
the nine-month period ending June 30, 2010, the Company issued 160,000,000
shares of common stock pursuant to a private placement, generating proceeds of
$48,000.
Stock
Options
We
currently have three stock option plans, our 2002 Stock Option Plan, as amended
(the "2002 Plan"), our 2007 Equity Compensation Plan (the "2007 Plan") and our
2009 Equity Compensation Plan (the “2009 Plan”). The purpose of each of
these plans is to enable us to offer to our employees, officers, directors and
consultants whose past, present and/or potential contributions to our company
have been, or will be important to our success, an opportunity to acquire a
proprietary interest in our company. All of these plans are
administered by our Board of Directors.
2002
Plan
The
effective date of the 2002 Plan was August 9, 2002 and the maximum number of
shares which could be initially issued over the term of the 2002 Plan was
1,000,000 shares. The 2002 Plan was amended on August 12, 2003 to
increase the number of shares available for issuance thereunder to 3,000,000
shares. While the shares underlying outstanding options and the exercise price
automatically adjust for all stock splits, the actual number of shares reserved
under the 2002 Plan does not adjust. As of June 30, 2010, options and
stock rights covering an aggregate of 42,950,000 shares of our common stock have
been granted (giving effect to the 100:1 stock split in July 2009) and 2,543,333
shares remain available for issuance under the 2002 Plan. At June 30,
2010 we have outstanding options to purchase an aggregate of 43,000,000 shares
of our common stock with an exercise price of $0.0525 per share. The
2002 Plan will terminate on August 8, 2012, unless earlier terminated by our
Board of Directors.
The 2002
Plan authorizes the grant of:
|
·
|
options
which qualify as "incentive stock options" ("ISOs") under Section 422(b)
of the Internal Revenue Code of 1986, as amended (the
"Code");
|
|
·
|
options
which do not qualify as ISOs ("Non-Qualified Options" or
"NSOs");
|
|
·
|
awards
of our common stock; and
|
|
·
|
rights
to make direct purchases of our common stock which may be subject to
certain restrictions.
|
The stock
rights granted under the 2002 Plan will be authorized but unissued shares of our
common stock or shares of common stock reacquired by us in any
manner. If any stock rights granted under the 2002 Plan should expire
or terminate for any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, the shares of common stock
subject to such stock rights will again be available for grants of stock rights
under the 2002 Plan.
The
exercise price per share for each Non-Qualified Option granted, and the purchase
price per share of stock granted in any award or authorized as a purchase,
cannot be less than the minimum legal consideration required therefor under the
laws of any jurisdiction in which we or our successors in interest may be
organized. The exercise price per share for each ISO granted cannot be less than
the fair market value per share of common stock on the date of such
grant. In the case of an ISO to be granted to an employee owning
stock possessing more than 10% of the total combined voting power of all classes
of our company, the price per share cannot be less than 110% of the fair market
value per share of common stock on the date of grant.
13
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
8 - CAPITAL STOCK (Continued)
Subject
to earlier termination, each option will expire on the date specified by the
Board of Directors, but not more than 10 years from the date of grant in the
case of options generally and five years from the date of grant in the case of
ISOs granted to an employee owning stock possessing more than 10% of the total
combined voting power of all classes of our stock. Unless otherwise
specified in the agreements relating to such ISOs, if an ISO optionee ceases to
be employed by us other than by reason of death, disability, voluntary
termination or a breach of his or her employment agreement, no further of his or
her ISOs will become exercisable, and his or her ISOs shall terminate on the
earlier of 90 days after the date of termination of his or her employment, or
their specified expiration dates. Stock rights granted to members of
the Board of Directors will be identical to those granted to other eligible
persons. Members of the Board of Directors who either are eligible to
receive grants of stock rights pursuant to the 2002 Plan or have been granted
stock rights may vote on any matters affecting the administration of the 2002
Plan or the grant of any stock rights pursuant to the 2002 Plan, except that no
such member can act upon the granting to himself or herself. The
shares of common stock which a recipient of an authorization to make a purchase
may be subject to specified restrictions, to be determined by the Board, and may
include the requirement of continued employment with our company or a subsidiary
or achievement of certain performance objectives, among other
conditions. Awards of the common stock may be made to a recipient as
a bonus or as additional compensation, as determined by the Board of
Directors.
On
October 30, 2009 our Board of Directors approved amendments to the outstanding
options to purchase 40,000,000 shares of our common stock with an exercise price
of $0.0525 per share granted under our 2002 Stock Option Plan which are held by
members of our management and an employee to provide that these options are
exercisable until the earlier of the original expiration date of June 7, 2012,
or the first anniversary following the date the holder is no longer a member of
the Board of Directors or employee of our company.
2007
Plan
On
October 3, 2007, our Board of Directors authorized the 2007 Plan covering
1,500,000 shares of common stock. The 2007 Plan was required to be
approved by our shareholders prior to October 3, 2008. As we did not
submit the 2007 Plan to our shareholders for approval prior to that date,
incentive stock options may not be awarded under the 2007 Plan and any incentive
stock options previously awarded under the 2007 Plan have been converted into
non-qualified options upon terms and conditions determined by the Board, as
nearly as is reasonably practicable in its sole determination, the terms and
conditions of the incentive stock options being so converted. As of
June 30, 2010, options and stock rights covering an aggregate of 120,000,000
shares of our common stock have been granted and 30,000,000 shares remain
available for issuance under the 2007 Plan. At June 30, 2010 we have
outstanding options to purchase an aggregate of 120,000,000 shares of our common
stock with an exercise price of $0.025 per share. The 2007 Plan will terminate
on October 3, 2017, unless earlier terminated by our Board of
Directors.
In the
event of any stock split of our outstanding common stock, the Board of Directors
in its discretion may elect to maintain the stated amount of shares reserved
under the 2007 Plan without giving effect to such stock
split. Subject to the limitation on the aggregate number of shares
issuable under the 2007 Plan, there is no maximum or minimum number of shares as
to which a stock grant or plan option may be granted to any
person. Plan options may either be ISOs or NSOs. In
addition, the 2007 Plan allows for the inclusion of a reload option provision,
which permits an eligible person to pay the exercise price of the option with
shares of common stock owned by the eligible person and receive a new option to
purchase shares of common stock equal in number to the tendered
shares. Any ISO granted under the 2007 Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any ISO granted to an
eligible employee owning more than 10% of our outstanding common stock must not
be less than 110% of fair market value on the date of the grant. The
2007 Plan further provides that with respect to ISOs the aggregate fair market
value of the common stock underlying the options which are exercisable by any
option holder during any calendar year cannot exceed $100,000. Any
NSO granted under the 2007 Plan must provide for an exercise price of not less
than the par value of our common stock. The term of each plan option
and the manner in which it may be exercised is determined by the Board of
Directors or the compensation committee, provided that no option may be
exercisable more than 10 years after the date of its grant and, in the case of
an incentive option granted to an eligible employee owning more than 10% of the
common stock, no more than five years after the date of the
grant.
14
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
8 - CAPITAL STOCK (Continued)
On
October 30, 2009 our Board of Directors amended options to purchase an aggregate
of 120,000,000 shares of our common stock with an exercise price of $0.025 per
share granted under our 2007 Equity Compensation Plan which are held by members
of our management and an employee to provide that these options are exercisable
until the earlier of the original expiration date of October 3, 2012, or the
first anniversary following the date the holder is no longer a member of the
Board of Directors or employee.
2009
Plan
On April
17, 2009, our Board of Directors authorized the 2009 Plan covering 5,000,000
shares of common stock. The 2009 Plan is required to be
approved by our shareholders prior to April 17, 2010 or any incentive stock
options we may award under the 2009 Plan will automatically convert into
non-qualified options upon terms and conditions determined by the Board, as
nearly as is reasonably practicable in its sole determination, the terms and
conditions of the incentive stock options being so
converted. Following the adoption of the 2009 Plan our Board granted
options to purchase an aggregate of 194,000,000 shares of our common stock with
exercise prices ranging from $0.0035 to $0.007 per share.
In the
event of any stock split of our outstanding common stock, the Board of Directors
in its discretion may elect to maintain the stated amount of shares reserved
under the 2009 Plan without giving effect to such stock
split. Subject to the limitation on the aggregate number of shares
issuable under the 2009 Plan, there is no maximum or minimum number of shares as
to which a stock grant or plan option may be granted to any
person. Plan options may either be (i) ISOs, (ii) NSOs (iii) awards
of our common stock or (iv) rights to make direct purchases of our common stock
which may be subject to certain restrictions. Any option granted
under the 2009 Plan must provide for an exercise price of not less than 100% of
the fair market value of the underlying shares on the date of grant, but the
exercise price of any ISO granted to an eligible employee owning more than 10%
of our outstanding common stock must not be less than 110% of fair market value
on the date of the grant. The 2009 Plan further provides that with
respect to ISOs the aggregate fair market value of the common stock underlying
the options which are exercisable by any option holder during any calendar year
cannot exceed $100,000. The term of each plan option and the manner
in which it may be exercised is determined by the Board of Directors or the
compensation committee, provided that no option may be exercisable more than 10
years after the date of its grant and, in the case of an incentive option
granted to an eligible employee owning more than 10% of the common stock, no
more than five years after the date of the grant.
On
October 30, 2009 our Board of Directors amended options to purchase an aggregate
of 166,500,000 shares of our common stock with exercise prices ranging from
$0.0035 to $0.007 per share granted under our 2009 Equity Compensation Plan
which are held by members of management, an employee and a consultant to
accelerate the vesting of all previously unvested portions to October 29, 2009
and to provide that all such options are exercisable for the earlier of three
years from the vesting date or one year after the date the holder is no longer
an officer, director or employee of our company or, as to the consultant, no
longer renders services to us. The Company recorded $258,138 of option
based compensation expense in the six months ending June 30, 2010 related to the
amendment of these options.
The fair
value of stock options granted was estimated at the date of grant using the
Black-Scholes options pricing model. The Company used the following assumptions
for determining the fair value of options granted under the Black-Scholes option
pricing model:
June
30,
|
||||
2010
|
2009
|
|||
Expected
volatility
|
385%
- 550%
|
193%
|
||
Expected
term
|
1 -
5 Years
|
1 -
5 Years
|
||
Risk-free
interest rate
|
0.33%
|
1.38%
|
||
Forfeiture
Rate
|
0%
- 45%
|
0%
|
||
Expected
dividend yield
|
0%
|
0%
|
15
VOIS
Inc.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2010
(Unaudited)
NOTE
8 - CAPITAL STOCK (Continued)
The
expected volatility was determined with reference to the historical volatility
of the Company’s stock. The Company uses historical data to estimate option
exercise and employee termination within the valuation model. The expected term
of options granted represents the period of time that options granted are
expected to be outstanding. The risk-free interest rate for periods within the
contractual life of the option is based on the U.S. Treasury rate in effect at
the time of grant.
For the
nine months ended June 30, 2010, total stock-based compensation charged to
operations for option-based arrangements amounted to $907,423. At June 30,
2010, there was approximately $242,400 of total unrecognized compensation
expense related to non-vested option-based compensation arrangements under the
Plan.
A summary
of the status of the Company’s outstanding stock options as of June 30, 2010 and
changes during the period ending on that date is as follows:
Number
of
|
Weighted
Average
|
|||||||
Options
|
Exercise
Price
|
|||||||
Stock
options
|
||||||||
Balance
at beginning of year
|
359,006,700 | $ | 0.0175 | |||||
Granted
|
70,000,000 | $ | 0.0053 | |||||
Exercised
|
(39,480,730 | ) | $ | 0.0100 | ||||
Forfeited
|
(2,056,700 | ) | $ | 0.0525 | ||||
Balance
at end of period
|
387,469,270 | $ | 0.0166 | |||||
Options
exercisable at end of period
|
306,680,937 | $ | 0.0196 | |||||
Weighted
average fair value of options granted during the year
|
$ | 0.0053 |
The
following table summarizes information about employee stock options outstanding
at June 30, 2010:
Options Outstanding
|
Options Exercisable
|
||||||||||||||||
Weighted
|
|||||||||||||||||
Number
|
Average
|
Weighted
|
Number
|
Weighted
|
|||||||||||||
Range
of
|
Outstanding
at
|
Remaining
|
Average
|
Exercisable
at
|
Average
|
||||||||||||
Exercise
|
June
30,
|
Contractual
|
Exercise
|
June
30,
|
Exercise
|
||||||||||||
Price
|
2010
|
Life
|
Price
|
2010
|
Price
|
||||||||||||
.0035
- .0055
|
128,600,937 |
3.89
years
|
.0035
- .0055
|
78,125,104 | 0.0043 | ||||||||||||
.006
- .0066
|
71,723,333 |
4
years
|
.006
- .0066
|
51,515,000 | 0.0064 | ||||||||||||
.007
- .025
|
144,195,000 |
2.52
years
|
.007
- .025
|
134,090,833 | 0.0231 | ||||||||||||
0.0525
|
42,950,000 |
1.93
years
|
0.0525
|
42,950,000 | 0.0525 | ||||||||||||
387,469,270 | 306,680,937 | 0.0196 |
The
Company's policy is to issue shares pursuant to the exercise of stock options
from its available authorized but unissued shares of common stock. It does not
intend to issue shares pursuant to the exercise of stock options from its
treasury shares.
Waiver of Executives'
Compensation
Two of
the Company's executives waived their rights to compensation
aggregating approximately $631,000 during December 2008. This waiver was
recorded as a capital contribution during the three-month period ended December
31, 2008.
16
NOTE
9 – SUBSEQUENT EVENTS
For
purposes of determining whether a post-balance sheet event should be evaluated
to determine whether it has an effect on the financial statements for the three
months ended June 30, 2010, subsequent events were evaluated by the Company
through the date the unaudited financial statements for the three months ended
June 30, 2010, are issued.
No
recognized or non-recognized subsequent events were noted.
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
We are a
social commerce website where people can easily find and do business with buyers
and sellers of on-demand work or manufacturing around the world. We
make doing business simple, using our online social networking
platform. This innovative platform works to liberate individuals and
businesses by allowing work and manufacturing opportunities to become globally
borderless. With VOIS, business can be done anywhere, anytime removing
other boundaries such as location, socio-economic status, pedigree, race, age,
gender or qualification.
In
January, 2010, the Company launched a new portal within its existing website to
provide testing and development, and created code and data repositories for both
contract and freelance software developers working to build next generation
cloud application software.
We are a
development stage company. During fiscal 2009 and continuing into the
first half of fiscal 2010 we completed certain technology milestones which were
necessary to the full launch of our business, including our new User Interface
Design, Usability Testing and Site Evaluation. We believe that
designing an effective User Interface Design, which determines how easily users
can complete their tasks and accomplish their goals, is critical to product
success. Usability Testing puts a prototype or application in the
hands of potential users in order to gain their direct feedback on how a design
can be improved and Site Evaluation identifies where a site succeeds and how it
can be improved.
During
the first nine months of fiscal 2010 we raised $48,000 from the sale of our
securities and we continue to attempt to raise capital through private
sales. We do not have any firm commitments to provide capital and we
anticipate that we will have certain difficulties raising capital given the
development stage of our company and the current uncertainties in the capital
markets. Accordingly, we cannot assure you that additional working
capital will be available to us upon terms acceptable to us. If we do
not raise funds as needed, our ability to market our company during 2010 will be
limited and we may never be able to achieve profitable operations. In
that event, our ability to continue as a going concern is in jeopardy and you
could lose all of your investment in our company.
Going
Concern
We have
generated minimal revenues since inception. Our revenues alone are
insufficient to pay our operating expenses and our ability to continue as a
going concern is dependent upon our ability to obtain the necessary financing to
meet our obligations and repay our current and future liabilities when they
become due until such time, if ever, that we are able to generate sufficient
revenues to attain profitable operations. We have experienced losses
and negative cash flows from operations since inception and at June 30, 2010 we
have an accumulated deficit of approximately $27.2 million. The report of our
independent registered public accounting firm on our financial statements for
fiscal 2009 contained an explanatory paragraph regarding our ability to continue
as a going concern. There can be no assurance that acceptable financing to fund
our ongoing operations can be obtained on suitable terms, if at all. If we are
unable to obtain the financing necessary to support our operations, we may be
unable to continue as a going concern. In that event, we may be forced to cease
operations and our stockholders could lose their entire investment in our
company.
Results
of Operations
Nine
Month Period ended June 30, 2010
During
the nine months ended June 30, 2010 we had no revenue and in 2009 our revenues
were attributable to online advertising revenue. During the first quarter of
fiscal 2009 all of our revenues were attributable to our relationship with one
advertising partner. During February 2009, this relationship terminated and we
subsequently entered into similar relationships with three other advertising
partners.
17
General and administrative
expense. For the nine months ended June 30, 2010, general and
administrative expenses were $15,227,208 as compared to $737,330 for the nine
months ended June 30, 2009, an increase of $14,489,878. For the nine months
ended June 30, 2010 and 2009 general and administrative expenses consisted of
the following:
2010
|
2009
|
|||||||
Occupancy
|
$ | 19,263 | $ | 56,921 | ||||
Consulting
|
2,131,000 | — | ||||||
Employee
compensation
|
12,762,783 | 335,714 | ||||||
Professional
fees
|
146,684 | 73,321 | ||||||
Internet/Phone
|
3,409 | 5,077 | ||||||
Travel/Entertainment
|
11 | 12,229 | ||||||
Product
development
|
8,353 | 63,432 | ||||||
Marketing
|
— | 27,128 | ||||||
Depreciation
and amortization
|
143,281 | 151,415 | ||||||
Other
|
12,424 | 12,094 | ||||||
$ | 15,227,208 | $ | 737,330 |
·
|
For
the nine months ended June 30, 2010, Occupancy expense decreased to
$19,263 as compared to $56,921. We vacated our offices in December,
2009.
|
|
·
|
For
the nine months ended June 30, 2010, Consulting expense increased to
$2,131,000 as compared to $0, as a result of restricted stock issued to
consultants which are tasked with our business development
efforts.
|
|
·
|
For
the nine months ended June 30, 2010, salaries and related expenses
increased to $12,762,783 as compared to $335,714. Employee
compensation is higher due to an increase in expense related to the
issuance of restricted stock to senior management and the board of
directors of $11,780,000, and stock option expense of $907,423 which is
primarily due to the issuance of employee stock
options.
|
|
·
|
For
the nine months ended June 30, 2010, Professional fee expense increased
to $146,684 as compared to $73,321. Professional fee expense
increased primarily due to increased legal fees from on-going litigation,
as compared to the prior year.
|
|
·
|
For
the nine months ended June 30, 2010, travel and entertainment expense
decreased to $11 as compared to $12,229. Travel and entertainment
expense decreased as a result of limited travel and general cost-cutting
measures put in place by the Company.
|
|
·
|
For
the nine months ended June 30, 2010, Product development expense amounted
to $8,353 as compared to $63,432 for the nine months ended June 30, 2009,
a decrease of $55,078, or 87%.
|
|
·
|
For
the nine months ended June 30, 2010, Other expense amounted to $12,424 as
compared to $12,094 for the nine months ended June 30,
2009.
|
Three
Month Period ended June 30, 2010
During
the three months ended June 30, 2010 we had no revenue and in 2009 our revenues
were attributable to online advertising revenue. During the first quarter of
fiscal 2009 all of our revenues were attributable to our relationship with one
advertising partner. During February 2009, this relationship terminated and we
subsequently entered into similar relationships with three other advertising
partners.
18
General and administrative
expense. For the three months ended June 30, 2010, general and
administrative expenses were $816,718 as compared to $343,890 for the three
months ended June 30, 2009, an increase of $472,828, or 137%. For the three
months ended June 30, 2010 and 2009 general and administrative expenses
consisted of the following:
2010
|
2009
|
|||||||
Occupancy
|
$ | - | $ | 18,755 | ||||
Consulting
|
13,500 | 0 | ||||||
Employee
compensation
|
701,945 | 186,504 | ||||||
Professional
fees
|
60,779 | 31,823 | ||||||
Internet/Phone
|
— | 1,531 | ||||||
Travel/Entertainment
|
— | 7,435 | ||||||
Product
development
|
111 | 25,645 | ||||||
Marketing
|
— | 7,182 | ||||||
Depreciation
and amortization
|
40,323 | 58,296 | ||||||
Other
|
60 | 6,719 | ||||||
$ | 816,718 | $ | 343,890 |
·
|
For
the three months ended June 30, 2010, Occupancy expense decreased to $0 as
compared to $18,755. We vacated our offices in December,
2009.
|
|
·
|
For
the three months ended June 30, 2010, Consulting expense increased to
$13,500 as compared to $0, as a result of our business development
efforts.
|
|
·
|
For
the three months ended June 30, 2010, salaries and related expenses
increased to $701,945 as compared to $186,504. Employee compensation
is higher due to higher stock based compensation
expense.
|
|
·
|
For
the three months ended June 30, 2010, Professional fee expense increased
to $60,779 as compared to $31,823. Professional fee expense ioncreased
primarily due to higher legal fees from on-going litigation as compared to
the prior year.
|
|
·
|
For
the three months ended June 30, 2010, travel and entertainment expense
decreased to $0 as compared to $7,435. Travel and entertainment
expense decreased as a result of limited travel and general cost-cutting
measures put in place by the Company.
|
|
·
|
For
the three months ended June 30, 2010, Product development expense amounted
to $111 as compared to $25,645 for the three months ended June 30,
2009.
|
|
·
|
For
the three months ended June 30, 2010, Other expense amounted to $60 as
compared to $6,719 for the three months ended June 30, 2009. The
decrease is primarily due to moving expenses of $5,163 incurred in the
prior year.
|
If our
operations remain at the same level, we anticipate that our general and
administrative expenses will remain constant during the balance of fiscal 2010,
excluding the stock based compensation expense. We will continue our
business development and marketing efforts. Our ability to significantly
implement our marketing program is dependent on our ability to raise sufficient
capital to fund the costs.
19
Liquidity
and Capital Resources
Liquidity
is the ability of a company to generate adequate amounts of cash to meet its
needs for cash. The following table provides certain selected balance
sheet comparisons between June 30, 2010 (unaudited) and September 30,
2009:
June
30,
|
September
30,
|
$
|
%
|
|||||||||||||
2010
|
2009
|
Change
|
Change
|
|||||||||||||
Working
Capital
|
(453,095 | ) | (275,983 | ) | (177,112 | ) | 64.2 | % | ||||||||
Cash
|
13,713 | 90,947 | (77,234 | ) | (84.9 | )% | ||||||||||
Total
current assets
|
13,713 | 90,947 | (77,234 | ) | (84.9 | )% | ||||||||||
Total
assets
|
126,987 | 330,701 | (203,714 | ) | (61.6 | )% | ||||||||||
Accounts
payable and accrued liabilities
|
172,292 | 94,164 | 78,128 | 83.0 | % | |||||||||||
Notes
payable and accrued interest
|
294,516 | 272,766 | 21,750 | 8.0 | % | |||||||||||
Total
current liabilities
|
466,808 | 366,930 | 99,878 | 27.2 | % | |||||||||||
Total
liabilities
|
466,808 | 366,930 | 99,878 | 27.2 | % |
At June
30, 2010 our working capital decreased as compared to September 30, 2009
primarily as a result of our operating losses and a reduction in
cash.
Operating
activities
Net cash
used for continuing operating activities for the nine months ended June 30, 2010
was $193,378 as compared to for the nine months ended June 30, 2009. For
the nine months ended June 30, 2010 we had a net loss of $15,248,960 offset by
non-cash items totaling $15,055,582 contributing to the net cash used in
continuing operating activities for the nine months ended June 30, 2010 which
included:
·
|
$11,835,000 related
to the expense associated with the issuance of restricted stock to
officers and directors,
|
|
·
|
$2,070,000
related to the expense associated with the issuance of restricted stock to
consultants for services,
|
|
·
|
$907,423 related
to the expense associated with the issuance of stock options,
and
|
|
·
|
$143,281
of depreciation and amortization.
|
In
addition, we had an increase in our accounts payable and accrued expenses during
the nine month period of $78,128.
Net cash
used for continuing operating activities for the nine months ended June 30, 2009
was $321,998. Non-cash items totaling approximately $465,000
contributing to the net cash used in continuing operating activities for the
nine months ended June 30, 2009 include:
•
|
$180,924
recognized in compensation for common stock options granted during the
third fiscal quarter,
|
•
|
$56,000
representing the value of shares issued to third parties for
services which represents capitalized Web development
costs,
|
•
|
$68,613
of amortization of deferred compensation related to an agreement for
advertising services, and
|
•
|
$151,415
of depreciation and amortization, which included approximately $144,400 in
amortization of web development
costs.
|
In
addition, we used cash of approximately $43,446 to reduce our accounts payable
and accrued expenses during the first three quarters of the fiscal
year.
Investing
activities
Net cash
used in investing activities for the nine months ended June 30, 2010 was
$16,800, which reflects Web site development costs.
Net cash
used in investing activities for the nine months ended June 30, 2009 totaled
$183,103, which includes Web site development costs of $178,800 and the purchase
of furniture and fixtures of $4,303.
20
Financing
activities
Net cash
provided by financing activities was $132,944 for the nine months ended June 30,
2010 as compared to $76,000 for the nine months ended June 30, 2009. During the
fiscal 2010 period we generated cash from the sale of our securities of $48,000
and from the exercise of employee stock options of $84,944. During the fiscal
2009 period we generated cash from the sale of our securities in the amount
of $76,000.
Critical
Accounting Policies
Web
site Development Costs
We
capitalized certain internal use software and Web site development costs. We use
judgment in estimating the useful life of the costs capitalized for each
specific project which is two years.
Share-Based
Payments
In
December 2004, the FASB issued ASC Topic 718, “Compensation – Stock Compensation
(Formerly SFAS No. 123 (R), “Share-Based Payments," which replaces
SFAS No. 123 and supersedes APB Opinion No. 25. Under ASC Topic 718, companies
are required to measure the compensation costs of share-based compensation
arrangements based on the grant-date fair value and recognize the costs in the
financial statements over the period during which employees are required to
provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and
employee share purchase plans. In March 2005 the SEC issued SAB 107. SAB 107
expresses views of the staff regarding the interaction between SFAS ASC Topic
718 and certain SEC rules and regulations and provides the staff's views
regarding the valuation of share-based payment arrangements for public
companies. ASC Topic 718 permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the SEC adopted a new rule amending
the compliance dates for ASC Topic 718. Companies may elect to apply this
statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
ASC Topic 718. Effective with our fiscal 2006, we adopted the provisions of ASC
Topic 718 and related interpretations as provided by SAB 107 prospectively. As
such, compensation cost is measured on the date of grant as its fair value. Such
compensation amounts, if any, are amortized over the respective vesting periods
of the option grant.
Recent
accounting pronouncements
In March
2009, the FASB issued ASC 815,
Derivatives and Hedging which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of
accounting for such instruments under ASC 815, and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. ASC 815 is
effective for our company beginning December 15, 2009. Management believes that,
for the foreseeable future, this Statement will have no impact on our financial
statements.
In
December 2007, the FASB issued FASB ASC 805, Business
Combinations, “Business Combinations”, which replaced ASC 805. The statement
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in purchase accounting. It also changes the recognition of assets
acquired and liabilities assumed arising from contingencies, requires the
capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred. ASC 805 was effective for our
company beginning December 15, 2009 and will apply prospectively to business
combinations completed on or after that date. Management believes that, for the
foreseeable future, this Statement will have no impact on our financial
statements.
In
December 2007, the FASB issued FASB ASC 810-65, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No 51”,
which changes the accounting and reporting for minority interests. Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions. In addition, net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement and, upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair value
with any gain or loss recognized in earnings. ASC 810-65 was effective for
our company effective December 15, 2009 and will apply prospectively, except for
the presentation and disclosure requirements, which will apply retrospectively.
Management believes that, for the foreseeable future, this Statement will have
no impact on our financial statements.
21
In May
2009, the FASB issued FASB ASC
105-10, Generally Accepted Accounting Principles the FASB Accounting Standards
Codification”. The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. GAAP for non-governmental entities. We are
currently evaluating the effects, if any, that ASC 105-10 may have on our
financial reporting.
The FASB
issued FASB ASC 820, Fair
Value Measurements and Disclosures” which defines fair value as used in
numerous accounting pronouncements, establishes a framework for measuring fair
value and expands disclosure of fair value measurements. In February
2009, the FASB issued “FSP FAS
157-2-Effective Date of ASC 820” , which delays the effective date of
ASC 820 for one year
for certain nonfinancial assets and nonfinancial liabilities, except those that
are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). Excluded from the scope of ASC 820 are certain leasing
transactions accounted for under FASB ASC 840, Leases.” The
exclusion does not apply to fair value measurements of assets and liabilities
recorded as a result of a lease transaction but measured pursuant to other
pronouncements within the scope of ASC 820. Management believes
that, for the foreseeable future, this Statement will have no impact on
our financial statements.
In April
2009, FSP No. 142-3, “Determination of the Useful Life of
Intangible Assets” was issued. This standard amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FASB Statement
No. 142, Goodwill and Other
Intangible Assets. FSP 142-3 was effective for financial statements
issued for fiscal years beginning after December 15, 2009, and interim periods
within those fiscal years. Management is currently evaluating the
effects, if any, that this staff position may have on our financial
reporting.
Item
3.
|
Quantitative
and Qualitative Disclosure About Market
Risk.
|
Not
applicable to a smaller reporting company.
Item
4T.
|
Controls
and Procedures.
|
Evaluation of disclosure controls
and procedures. Our Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of
the end of the period covered by the Quarterly Report (the “evaluation date’).
They have concluded that, as of the evaluation date, these disclosure controls
and procedures were effective to ensure that material information relating to us
would be made known to them by others within those entities and would be
disclosed on a timely basis.
Changes in internal control over
financial reporting. There were no changes to internal controls over
financial reporting that occurred during the three months ended June 30, 2010,
that have materially affected, or are reasonably likely to materially impact,
our internal controls over financial reporting.
PART
II. OTHER INFORMATION
Item
1.
|
Legal
Proceedings.
|
At
September 30, 2009 we reported that we owed an aggregate of $145,000 principal
amount under the terms of unsecured promissory notes which were due between
December 2002 and February 2003, together with accrued but unpaid interest of
approximately $128,000. The outstanding notes due to Messrs. Edward Spindel and
Michael Spindel, which were issued at the time they were members of our Board of
Directors, remain past due. Messrs. Edward Spindel and Michael
Spindel elected not to participate with the holders of other promissory notes,
including our executive officers, in the exchange of those notes for equity
which occurred during January 2008.
In April
2008 we filed a complaint against Messrs. Edward Spindel and Michael Spindel
alleging, in part, that during 2002 and 2003 while our company, which at that
time was known as Medstrong International, was under significant financial
distress, the defendants caused the company to issue demand promissory notes
charging excessive and/or usurious interest rates with the knowledge that the
company would be unable to repay the notes upon any
demand.
Subsequently,
in February 2009 the defendants filed a counterclaim. We have
attended both a settlement conference with a magistrate judge and mediation
which resulted in an impasse. Although we initially continued to discuss a
possible settlement these discussions did not result in a
settlement. We were originally set to begin trial on this matter on
December 12, 2009. On November 13, 2009, the parties attended a
pretrial hearing to address legal issues related to our complaint and the
defendants’ counterclaim. Based upon questions posed by the Court and
the argument of counsel, the Court struck the defense of usury and
additionally dismissed our complaint without prejudice, providing us 10
days to file an amended complaint. The defendants were also provided
10 days to file an amended counterclaim. Based upon the rulings, the
matter was then removed from the Court’s December 2009 trial
docket.
We have
decided that it is not cost effective or beneficial to pursue our affirmative
claims in this matter and have, accordingly, elected not to file an amended
complaint. We nonetheless continue to aggressively defend the
counterclaims based on the promissory notes, and believe strongly in the merits
of our defenses. We have answered and asserted defenses to the
amended counterclaim and the parties will proceed with discovery to prepare the
matter for trial. While this litigation is pending, if one or both of
the note holders should obtain a judgment against us for the amounts owed, we
would be required to expend corporate assets which are otherwise necessary for
the continued implementation of our business plan which could adversely impact
our ability to generate profitable operations.
Recently,
the original promissory notes which underly the litigation described above have
been discovered among our records. This is a significant
development. Under the Uniform Commercial Code,
possession of original promissory notes by the maker of said promissory notes
may result in discharge of the maker’s liability. As we are the maker of these
promissory notes, our liability may be discharged. We are vigorously contesting
the claim of Messrs. Spindel under these promissory notes.
Item
1A.
|
Risk
Factors.
|
Not
applicable for a smaller reporting company.
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
None.
Item
3.
|
Defaults
upon Senior Securities.
|
None.
22
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
None.
Item
5.
|
Other
Information.
|
None.
Item
6.
|
Exhibits.
|
Exhibit
No.
|
Description
|
|
|
31.1
|
Rule
13a-14(a)/15d-14(a) certification of Chief Executive Officer, principal
executive officer
|
31.2
|
Rule
13a-14(a)/15d-14(a) certification of Chief Financial Officer, principal
financial and accounting officer
|
32.1
|
Section
1350 certification of Chief Executive Officer, principal executive
officer
|
32.2
|
Section
1350 certification of Chief Financial Officer, principal financial and
accounting officer
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
VOIS
INC.
|
|
August
13, 2010
|
By:
|
/s/ William Marginson
|
William
Marginson,
|
||
Chief
Executive Officer, principal executive officer
|
||
August
13, 2010
|
By:
|
/s/ Mark B. Lucky
|
Mark
B. Lucky
|
||
Chief
Financial Officer, principal financial and accounting
officer
|
23