Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Amendment No.1 of Form 10-Q)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to __________
Commission File Number: 000-33251
NEWPORT DIGITAL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 33-0903004 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
620 Newport Center Drive, Suite 570 Newport Beach, California 92660
(Address of principal executive offices)
(949) 644-1433
(Issuer's telephone number)
Copies to: Donald G. Davis, Esq.
PO Box 12009
Marina Del Rey, CA. 90295
(310) 823-8300
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of March 31, 2010, the issuer had 1,329,936,001 shares of its common stock issued and outstanding and 16,000,000 shares of its preferred stock issued and outstanding.
1
Newport Digital Technologies, Inc.
INDEX TO FORM 10-Q
TABLE OF CONTENTS PAGE
Item 1. Financial Statements. | 3 |
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Consolidated Balance Sheets (Unaudited) as of March 31,2010 and June 30, 2009 | 3 |
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Consolidated Statements of Operations (Unaudited) For the Nine Months Ended March 31, 2010 and 2009. |
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Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended March 31, 2010 and 2009. |
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Consolidated Statements of Shareholders' Deficit For the Nine Months Ended March 31, 2010 | 6 |
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Notes To Condensed Financial Statements (Unaudited). | 7 |
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Item 2. Management's Discussion and Analysis or Plan of Operation. | 17 |
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Item 4T Controls and Procedures | 23 |
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Part II. OTHER INFORMATION | 24 |
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Item 1. Legal Proceedings | 24 |
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Item 1.A Risk Factors | 24 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
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Item 3. Defaults Upon Senior Securities | 27 |
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Item 4. Submission of Matters to a Vote of Security Holders | 27 |
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Item 5. Other Information | 27 |
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Item 6. Exhibits and Reports on Form 8-K | 28 |
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SIGNATURES | 29 |
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
Balance Sheets
The accompanying notes are an integral part of the financial statements
3
Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
Statements of Operations
(Unaudited)
For the three and nine-Month Periods Ended
March 31, 2010 and 2009
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| July 1, 2008 |
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| of development |
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| Three months ended |
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| stage through | ||||
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| March 31, | ||||
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| 2009 |
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| 2009 |
| 2010 |
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Gross sales | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- |
Less - Returns and allowances |
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| -- |
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Net sales |
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Cost of goods sold |
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| -- |
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Gross profit |
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| -- |
| -- |
| -- |
| -- |
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Operating expenses |
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Selling expenses |
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| 99,576 |
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| 185,650 |
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Research and development' |
| 9,992 |
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| 74,055 |
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| 807,100 |
General and administrative |
| 2,969,767 |
| 624,203 |
| 10,615,387 |
| 1,535,623 |
| 14,236,034 |
Total operating expenses |
| 2,979,759 |
| 723,779 |
| 10,689,442 |
| 1,721,273 |
| 15,043,134 |
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Loss from operations |
| (2,979,759) |
| (723,779) |
| (10,689,442) |
| (1,721,273) |
| (15,043,134) |
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Other income (expense) |
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Interest expense |
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| (1,875) |
| -- |
| (5,035) |
| (4,965) |
Other income |
| -- |
| -- |
| -- |
| 189,033 |
| 582,948 |
Total other income (expense) |
| -- |
| (1,875) |
| -- |
| 183,998 |
| 577,983 |
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Loss before provision for |
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income taxes |
| (2,979,759) |
| (725,654) |
| (10,689,442) |
| (1,537,275) |
| (14,465,151) |
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Provision for income taxes |
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Net loss | $ | (2,979,759) | $ | (725,654) | $ | (10,689,442) | $ | (1,537,275) | $ | (14,465,151) |
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Net loss per share, basic and diluted | $ | (0.00) | $ | (0.001) | $ | (0.01) | $ | (0.003) |
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Shares used in per-share calculations, basic and diluted | $ | 1,329,936,001 | $ | 500,718,501 | $ | 1,309,814,001 | $ | 495,337,548 |
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he accompanying notes are an integral part of the financial statements
4
Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
Statements of Cash Flows
(Unaudited)
For the Nine-Months Periods Ended March 31, 2010 and 2009
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| July 1, 2008 | ||
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Cash flows from operating activities: |
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Net loss |
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| $ | (10,689,442) | $ | (1,537,275) | $ | (14,465,151) | ||
Adjustments to reconcile net loss to net cash |
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used by operating activities: |
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Shares issued for services |
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| 8,082,206 |
| 360,750 |
| 9,050,458 | |||
Decrease (Increase) in assets |
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Prepaid expenses |
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| 739,442 |
| 15,833 |
| 194,273 | ||
Inventory | (39,800) | (39,800) | ||||||||||
Accounts receivable | 1,386,000 | |||||||||||
Increase (decrease) in liabilities |
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Bank overdraft |
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| 13,975 |
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| 13,975 | ||
Accounts payable |
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| (1,431,098) |
| (45,100) | ||
Accrued expenses |
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| 368,269 |
| (15,151) |
| 263,994 | ||
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Net cash used in operating activities |
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| (1,525,351) |
| (1,220,941) |
| (5,027,351) | ||||
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Cash flows provided by (used in) financing activities |
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Proceeds from issuance of notes payable |
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| 631,716 |
| 14,000 |
| 883,268 | |||||
Cash received for subscribed stock |
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| 649,900 |
| 1,419,990 |
| 3,607,400 | ||||
Payment on a note payable – Related |
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| -- |
| (81,766) |
| (30,500) | ||||
Sale of common shares |
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| 43,000 |
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| 574,172 | ||
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Net cash provided by financing activities |
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| 1,324,616 |
| 1,352,224 |
| 5,034,340 | ||||
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Net increase in cash |
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| (200,735) |
| 131,283 |
| 6,989 | ||
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Cash at beginning of period |
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| 209,475 |
| 1,752 |
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Cash at end of period |
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| 8,740 |
| 133,035 |
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Interest paid |
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| $ | -- | $ | -- | $ | -- | ||
Income taxes paid |
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Supplemental schedule of non-cash investing and financing activities |
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Issuance of common shares for prepaid services | $ | 8,082,206 | $ | 360,750 | $ | 203,000 | ||||||
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The accompanying notes are an integral part of the financial statements | ||||||||||||
5
Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
(a Development Stage Company)
Statements of Shareholders’ Deficit
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| Deficit |
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| Accumulated |
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Common |
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Stock |
| Paid-in | Accumulated | Development |
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| Shares |
| Amount |
| Shares |
| Amount |
Subscribed |
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| Deficit |
| Stage |
| Total | ||||
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Balance, June 30, 2007 | -- |
| $ -- |
| 414,363,501 |
| $414,364 |
-- |
| $9,966,550 | $ | $(10,156,074) |
| $-- |
| $224,840 | ||||
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Shares issued for cash | -- |
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| 8,405,000 |
| 8,405 |
-- |
| 55,595 |
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| 64,000 | ||||
Shares issued for services | -- |
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| 59,200,000 |
| 59,200 |
-- |
| 406,400 |
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| 465,600 | ||||
Preferred stock issued | 16,000,000 |
| 16,000 |
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| 64,000 |
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| 80,000 | |||||||
Net loss for the year | -- |
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-- |
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| (1,329,337) |
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| (1,329,337) | ||||
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Balance, June 30, 2008 | 16,000,000 |
| 16,000 |
| 481,968,501 |
| 481,969 |
-- |
| 10,492,545 |
| (11,485,411) |
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| (494,897) | ||||
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Shares issued for cash |
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| 29,000,000 |
| 29,000 |
| 502,172 |
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| 531,172 | ||||||||
Shares issued for services |
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| 43,750,000 |
| 43,750 |
| 1,273,500 |
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| 1,317,250 | ||||||||
Cash received for stock subscription |
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2,957,500 |
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| 2,957,500 | ||||||||
Net loss for the year | -- |
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-- |
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| (3,775,709) |
| (3,775,709) | ||||
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Balance, June 30, 2009 | 16,000,000 |
| 16,000 |
| 554,718,501 |
| 554,719 |
2,957,500 |
| 12,268,217 |
| (11,485,411) |
| (3,775,709) |
| 535,317 | ||||
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Shares issued for services |
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| 616,283,500 |
| 616,283 |
| 7,441,923 |
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| 8,058,206 | |||||||
Shares issued for cash |
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| 219,300,000 |
| 219,300 |
(2,957,500) |
| 2,805,200 |
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| 67,000 | |||||||
Cash received for stock subscription |
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649,900 |
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| 649,900 | ||||||||
Net loss for the nine months ended | -- |
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-- |
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| (10,689,442) |
| (10,689,442) | ||||
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Balance March 31, 2010 | 16,000,000 |
| $16,000 |
| 1,390,302,001 |
| $1,390,302 |
649,900 |
| $22,515,340 |
| $(11,485,411) |
| $(14,465,151) |
| $(1,379,018) | ||||
The accompanying notes are an integral part of the financial statements
6
Newport Digital Technologies, Inc.
Notes to the Financial Statements
December 31, 2009
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of the management of Newport Digital Technologies, Inc., the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to present fairly its financial position as of March 31, 2010, and the results of its operations and cash flows for the three and nine month periods ended March 31, 2010 and 2009. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted principles have been condensed or omitted pursuant to the rules and regulations promulgated by the Securities and Exchange Commission. The statements should be read in conjunction with the financial statements and footnotes for the year ended June 30, 2009 included in the Company's Form 10-K. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.
Company Overview
On March 30, 2009 a Special Meeting of the Company’s shareholders was held and a majority vote of shareholders approved a name change of the Company to Newport Digital Technologies, Inc. In addition, the number of authorized shares of the Company’s $.001 par value common stock was increased from 600,000,000 shares to 1,800,000,000 shares.
The Company during the past year has continued to broaden its scope of business, leaving the food processing business behind, and devoting all of its resources and attention to developing a technology marketing and distribution business. As a result, it should be considered a development stage company, and has yet to realize revenues in its redirected business.
The Company has underway the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company has developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions.
Revenue Recognition
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Product revenues are recognized upon shipment to the customers. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded.
Cash
For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
The Company has no requirement for compensating balances.
Trade Accounts Receivable
The Company intends and has the ability to hold trade accounts receivable until they are paid. Trade accounts receivable are reported at their outstanding principal amount less any chargeoffs and an allowance for doubtful accounts. When a trade account receivable is deemed uncollectible, the balance is charged off against the allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company's historical loss experience. Recoveries of trade accounts receivable that have been previously charged off are recorded when received as a reduction in bad debt expense in the year of collection. The Company determines trade accounts receivable delinquency based on contractual terms of the specific trade account receivable. The Company's policy for determining past due is 60 days past agreed upon payment terms.
Prepaid Expenses
Prepaid expenses represent expenses paid prior to the receipt of the related goods or services and consist primarily of prepaid rent and legal fees.
Research and Development
Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $74,055 for the nine months ended March 31, 2010 and $-0- for the nine months ended March 31, 2009.
Fair Value of Financial Instruments
FASB ASC Topic regarding Disclosures About Fair Value of Financial Instruments , requires management to disclose the estimated fair value of certain assets and liabilities defined as financial instruments. Financial instruments are generally defined as cash and cash equivalents, evidence of ownership interest in equity, or a contractual obligation that both conveys to one entity a right to receive cash or other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity.
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At March 31, 2010 and 2009, the Company’s financial instruments are cash and cash equivalents, accounts payable-trade, accrued liabilities and notes payable. The recorded values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of the notes payable approximates the fair value, as interest approximates market rates.
Income Taxes
Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and/or liabilities are classified as current and noncurrent based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Deferred tax assets include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company currently has net operating loss ("NOL") carryforwards that can be utilized to offset future income for federal and state tax purposes. The NOL's generate a significant deferred tax asset. However, the Company has recorded a valuation allowance against this deferred tax asset as it has been determined that it is more likely than not that the Company will not generate future income that the NOL's could offset.
Stock-based compensation
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB CAS Topic regarding "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Common stock issued to non-employees in exchange for services is accounted for based on the fair value of the services received and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.
Advertising Costs
Advertising costs are expensed as incurred. There were no advertising costs during the three and nine months periods ended March 31, 2010 and 2009.
Interest Expense
Interest expense, including loan fees paid through the issuance of shares of the Company’s common stock, relate to borrowings, the proceeds of which were used to acquire products sold to others.
Use of Estimates
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. The most significant assumption that has been made by management with regards to the preparation of their financial statements is the valuation allowance that has been established for the deferred income tax asset and the valuation of share-based compensation. Changes in this and other estimates as well as the assumptions involved in the preparation of the financial statements are considered reasonably possible and may have a material impact on the financial statement.
Recently Issued Accounting Pronouncements
The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:
FASB ASC Topic 855, “Subsequent Events” . In May 2009, the FASB issued FASB ASC Topic 855, which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth : (i) 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 or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. This FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures. The Company has reviewed subsequent events through May 5, 2010, the date the financial statements were available for issuance. There were no reportable subsequent events.
FASB ASC Topic 105, “The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles”. In June 2009, the FASB issued FASB ASC Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this FASB ASC Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This FASB ASC Topic identify the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Also, arranged these sources of GAAP in a hierarchy for users to apply accordingly. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and non-authoritative. This FASB ASC Topic is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statements.
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FASB ASC Topic 320, “Recognition and Presentation of Other-Than-Temporary Impairments”. In April 2009, the FASB issued FASB ASC Topic 320 amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FASB ASC Topic does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FASB ASC Topic shall be effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. This FASB ASC Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FASB ASC Topic requires comparative disclosures only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
FASB ASC Topic 820 , “ Fair Value measurement and Disclosures ”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “ Fair Value Measurements and Disclosures ”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statements.
The Company is evaluating the impact that the following recently issued accounting pronouncements may have on its financial statements and disclosures.
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FASB ASC Topic 860, “Accounting for Transfer of Financial Asset”., In June 2009, the FASB issued additional guidance under FASB ASC Topic 860, “ Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities" , which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (i) practices that have developed since the issuance of FASB ASC Topic 860, that are not consistent with the original intent and key requirements of that statement and (ii) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date.
FASB ASC Topic 810, “Variables Interest Entities ”. In June 2009, the FASB issued FASB ASC Topic 810, which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (i)The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (ii)The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. This FASB Topic requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both. This FASB ASC Topic shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.
FASB ASC Topic 740 , “ Income Taxes ”, an Accounting Standard Update. In September 2009, the FASB issued this Update to address the need for additional implementation guidance on accounting for uncertainty in income taxes. The guidance answers the following questions: (i) Is the income tax paid by the entity attributable to the entity or its owners? (ii) What constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity? (iii) How should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities? In addition, this Updated decided to eliminate the disclosures required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The implementation guidance will apply to financial statements of nongovernmental entities that are presented in conformity with GAAP. The disclosure amendments will apply only to nonpublic entities as defined in Section 740-10-20. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments are effective for financial statements issued for interim and annual periods ending after September 15, 2009.
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2. Equipment
Equipment consisted of the following as of March 31, 2010: |
| |||
Computer equipment |
| $ | 35,090 |
|
Furniture and fixtures |
|
| 2,424 |
|
|
|
|
37,514 |
|
Less: accumulated depreciation |
|
| (37,514) |
|
Total equipment |
|
| - |
|
Depreciation expense for the three and nine months ended March 31, 2010 and 2009 was $0. Equipment was fully depreciated at June 30, 2006.
3. Accounts Payable
Included in Accounts Payable is a payable to a vendor of the Company who supplied packaging for the Company's products during the period from fiscal year 2000 through fiscal year 2002 and obtained a judgment in the California Superior Court against the Company for the amounts due for the products that were provided and court-awarded attorney’s fees. This judgment awarded by the court to the vendor has been recorded, and a lien has been filed in the approximate amount of $130,000.
4. Notes Payable
Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest. |
| $ | 1,049,590 |
|
|
|
|
|
|
|
|
|
|
|
Note payable to a shareholder, uncollateralized with interest @10% due on demand, including interest |
| $ | 50,000 |
|
|
| $ | 1,099,590 |
|
5. Deferred Income Taxes
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The components of the provision for income taxes are as follows:
|
| For the Nine Months Ended March 31, | ||||
|
| 2010 |
| 2009 | ||
Current tax expense: |
|
|
|
|
|
|
Federal |
|
| -- |
|
| - |
State |
|
| -- |
|
| - |
|
|
| -- |
|
| - |
Deferred tax expense: |
|
|
|
|
|
|
Federal |
|
|
|
|
| - |
State |
|
| -- |
|
| - |
- |
|
| -- |
|
|
|
Total provision |
| $ | -- |
| $ | - |
Significant components of the Company's deferred income tax assets and liabilities at March 31, 2010 and June 30, 2009 are as follows:
|
|
|
|
|
|
|
|
| March 31, 2010 |
| June 30, 2009 | ||
Deferred income tax assets: |
|
|
|
|
|
|
Net operating loss carry forward |
| $ | 9,077,096 |
| $ | 5,341,392 |
Allowance and reserves |
|
| -- |
|
| - |
Other |
|
| -- |
|
| - |
Total deferred income tax asset |
|
| 9,077,096 |
|
| 5,341,392 |
Valuation allowance |
|
| (9,077,096) |
|
| (5,341,932) |
Net deferred income tax asset |
|
| - |
|
| - |
The Company, based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.
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Reconciliation of the effective tax rate to the U.S. statutory rate is as follows:
| For the Years Ended June 30, |
| ||||
| 2009 |
| 2008 |
| ||
Tax benefit at U.S. statutory rate |
| (34.0) | % |
| (34.0) | % |
State tax provision |
| - |
|
| - |
|
Other |
|
|
|
| - |
|
Stock-based compensation |
| 31.4 |
|
| 29.9 |
|
Change in valuation allowance |
| 2.60 |
|
| 4.0 |
|
Effective income tax rate |
| -- | % |
| -- | % |
|
|
|
|
|
|
|
The Company also has federal and state net operating loss carryforwards of approximately $25,935,000. The federal net operating loss carryforwards will begin to expire in the years 2018.
6. Commitments
The Company rents its corporate office on a month to month basis.
7. Going Concern
The Company has incurred net losses for the nine months ended March 31, 2010 totaling $10,689,442, and has a retained deficit of $25,934,560, is in the development stage, and has no revenues. Our business plan calls for development, marketing and sale of cutting edge technology based products and services, developed based on the technology of our strategic partners. If we are unable negotiate favorable contracts for such technology with our partners, or if the products and services we choose to develop and market are not favorably received in the market place and do not generate significant sales and revenues at reasonable profit margins to us, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations.. No assurances can be given that the Company will be able to raise the capital required to implement its business plan.. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
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8. Stock Transactions
During the nine months ended March 31, 2010 the Company received $649,900 of common stock subscriptions.
During the nine months ended March 31, 2010 the Company issued 616,285,500 shares of its common for services valued at $8,058,206 and 219,300,000 shares for cash proceeds of $67,000 and the $2,957,500 of common stock subscriptions received prior to June 30, 2009.
During the year ended June 30, 2009 the Company issued 59,200,000 shares of its common stock to consultants for services valued at $1,317,250 and 29,000,000 shares for cash proceeds of $531,172. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $2,957,500 for common stock subscriptions.
During the year ended June 30, 2008 the Company issued 67,605,000 shares of its common stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000 The shares were valued at their value at the date of issuance. The Company also issued 16,000,000 preferred shares to its President, a related party for accrued salary of $80,000.
9. Related Party Transactions
Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest at 10% due on demand, including interest. The note payable balance was $1,049,590 and $417,876 at March 31, 2010 and June 30, 2009 respectively.
During the year ended June 30, 2008 the Company issued 16,000,000 preferred shares to an officer, director and major shareholder for accrued salary. The preferred shares were valued at $80,000.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the nine month periods ended March 31, 2010 and 2009
Net Sales. Net sales for the nine months ended March 31, 2010 and 2009 were $0. We had no sales in the current period as the companies rugged handheld computer went through certification with AT&T and Ingram Micro.
Cost of Sales. The Cost of Sales for the nine month period ended March 31, 2010 and 2009 was $0.
Research and Development Expense. Research and Development Expense for the nine month period ended March 31, 2010, was $74,055 compared to $0 in the prior period. The company discontinued its food operations and started to devote its attention to developing technologies in December 2008.
Selling Expense. Selling Expense for the nine month period ended March 31, 2010, was $0 compared to $185,650 in the prior period. The company has devoted the past period in developing new products and has not focused on selling.
General and Administrative expenses. General and Administrative expenses for the nine month period ended March 31, 2010, were $10,615,387compared to $1,535,623 in the same period in 2009. In order to restructure the new business it was imperative to increase consultants and professional fees; $5,881,438. The company hired high level, industry experts to operate the company which increased officer salaries to $2,764,590 and office salaries to $481,583. Investor relations increased to $140,135 in an effort to keep our shareholder base informed during the transition. Travel was $93,567.
Liquidity and Capital Resources. We have experienced net losses of $10,689,442 and $1,721,273 for the nine months ended March 31, 2010 and 2009, respectively. At March 31, 2010, we had $8,740 in cash and $209,475 in non-refundable deposits. As a development stage company in our new field of endeavor, we currently do not have revenue producing operations, and we must sustain operations through equity and debt financing.
17
Since our adoption of our new business plan in July of 2008, we have financed cash flow requirements through the issuance of common stock for cash and services and through loans. As we expand our operational activities, we will continue to experience net negative cash flows until we establish revenue producing operations with sufficient depth to off set our expenses. We hope to be able to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide the necessary working capital to implement our business plan and achieve positive cash flow. Financing may not be available, and, if available, it may not be available on acceptable terms. Such financing it will likely have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity could, depending on the terms of its placement, among other things result in dilution to our shareholders. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products and services, we could be forced to curtail or possibly cease operations.
Plan of Operations.
Beginning in the December 2008 quarter, the Company decided to discontinue all operations in the food industry and devote all of its resources and attention to developing a technology business.
The Company entered into a strategic relationship for various technologies with the Institute for Information Industry (III) and The Industrial Technology Research Institute (ITRI) in Taiwan. III and ITRI were established in 1979 as quasi-governmental organizations, jointly sponsored by the Taiwan government and prominent private enterprises, for the purpose of strengthening the developments of information industry in Taiwan. Specifically, this relationship allows our Company to develop, license and sell technology developed by III and ITRI, and customized to our customers’ specifications into the U.S. and international markets. The Company has elected to initially work with the III and ITRI in developing and marketing wireless technologies in RFID, WiMAX, Voice Over Internet Protocol (VOIP) , digital signage and LED lighting, and security and surveillance technology markets.
Radio-frequency identification (RFID) is the use of an RFID tag applied to or incorporated into a product, animal, or person for the purpose of identification and tracking using radio waves. Most RFID tags contain at least two parts. One is an integrated circuit for storing and processing information, modulating and demodulating a radio-frequency (RF) signal, and other specialized functions. The second is an antenna for receiving and transmitting the signal. There are generally two types of RFID tags: active RFID tags, which contain a battery and can transmit signals autonomously, and passive RFID tags, which have no battery and require an external source to provoke signal transmission. The tags are read by specialized RFID readers. NDT and III/ITRI’s RFID readers and tags are intended for enterprise supply chain management and asset tracking to improve the efficiency of inventory tracking and management.
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WiMAX, meaning Worldwide Interoperability for Microwave Access, is a telecommunications technology that provides wireless transmission of data using a variety of transmission modes, from point-to-multipoint links to portable and fully mobile internet access. The technology provides broadband speed without the need for cables. The name "WiMAX" was created by the WiMAX Forum, an inter-industry and independent group, which was formed in June 2001 to promote conformity and interoperability of the standard. The forum describes WiMAX as "a standards-based technology enabling the delivery of last mile wireless broadband access as an alternative to cable and DSL.”
Voice Over Internet Protocol or VOIP, is an IP telephony term for a set of facilities used to manage the delivery of voice information over the Internet. VoIP involves sending voice information in digital form in discrete packets rather than by using the traditional circuit-committed protocols of the public switched telephone network (PSTN). A major advantage of VoIP and Internet telephony is that it avoids the tolls charged by ordinary telephone service.
Digital Signage and LED Lighting. Through its relationship with III, The Company has entered into a strategic worldwide distribution agreement with FormoLight Technologies, Inc., a Taiwan-based professional manufacturer specializing in LED signage and LED lighting systems. The Company’s intent is to work with FormoLight in customizing LED digital signage solutions that the Company will then market and sell through strategic sales channel partners in the United States and international markets. The Company has secured non-exclusive worldwide marketing and distribution rights to Formolight’s products and solutions. Additionally, for any technology or solution that The Company and FormoLight “jointly develop”, the Company will have exclusive global marketing and distribution rights.
Security and Surveillance Technologies developed by III/ITRI and intended to be marketed by NDT have abroad application to provide advanced security solutions to national border, port, home, business and public environments.
Since June of 2008, the Company has been developing business strategies to market these technologies through sales channel partners that have large, established client bases. Milestones to date have included signing a distribution agreement with Ingram Micro, one of the world’s largest technology distribution and logistics companies. Ingram Micro services a large network of systems integrators (SI’s) that are potential customers for the Company’s products and solutions. The Company has actively engaged with Ingram Micro to develop sales of its products and solutions to Ingram Micro’s customer base. The Company has initiated a co-marketing program with Ingram Micro’s Data Capture and POS division located in Carlsbad, CA. This co-marketing program will include incentive sales programs for Ingram’s sales force. We believe that Ingram Micro will begin to find new sales channels for the Company’s N37B RFID reader and RFID tag technology product which is out to the field to generate sales leads.
During the quarter ended March 31, 2010, the Company successfully completed AT&T Network Certification for its rugged handheld N37B computing device that will subsequently be strategically channeled through to AT&T's Special Vertical Markets (SVM) with Ingram Micro as its logistics and distribution partner as described above.
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During the quarter ended March 31, 2010, the company finalized its joint venture and distribution agreement with GIL Technologies, Inc. Under the terms of the agreement, the Company will have worldwide distribution rights to GIL’s complete WiMax solution. We anticipate revenue from WiMax sales efforts to commence in the fourth 2010 quarter.
The Company has also launched the installation of a WiMax base station and long range subscriber stations, encompassing four buildings for Newport Center Medical Plaza in Newport Beach, California. With over 300 doctors and dentists, Newport Center Medical Plaza is one of the largest medical complexes in California. This project is corollary to the current Phase I installation project with the Orange County Department of Education's (OCDE) Learning Resources Center (LRDC) in Costa Mesa, CA. The Company anticipates that it will use this installation to validate the potential of a recurring revenue model based on private business subscriptions for a high-speed, secure wireless solutions.
Upon completion of Phase I of this WMax installation, the Company plans to install WiMax subscriber stations into the three remaining high rise buildings within the medical complex to demonstrate WiMax's wireless Internet service coverage in a commercial subscriber application. These installation projects should enable the Company to strategically focus on deploying the Company’s WiMax solution into the U.S. market, and subsequently worldwide.
The company has also continued development of its eLearning pilot program with the Orange County School district and anticipates that provided sufficient funding is obtained the pilot will begin deployment in third quarter 2010
.
The Company has also signed a Letter of Intent with Orange County Department of Education (OCDE), allowing the Company the opportunity to participate in a $500M State and Federal Grant program earmarked for schools and public areas that do not have wireless connectivity. The Company plans to install a WiMax base station and long range subscriber station designed to demonstrate WiMax long range broadband Internet connectivity between NPDT's Corporate Offices in Newport Beach, California and the OCDE's Learning Resources Center (LRDC) in Costa Mesa, CA. The WiMax Internet connection will demonstrate WiMax's long range broadband transmission ability and high speed Internet connection at 15 ~ 40 Mbps. The WiMax system will also include The Company’s eLearning platform, demonstrating high speed online eLearning access capabilities.
The Company’s WiMax demonstration system at the OCDE will be reviewed by State and Federal Grant committees in order to validate the benefits of the Company’s WiMax solution. It is possible that this might lead to grant funds for deployment into areas requiring wireless access.
20
The company also continued to make advancements in developing RFID solutions and has opened an office in Bentonville, Arkanasas and has hired two RFID experts who previously work for the RFID Research Center at Sam Walton Business College at the University of Arkansas. The Company is actively engaged in developing an end-to-end solution through its collaboration with ITRI and the RFID Research lab in order to effectively enter the RFID market. The Company is also working closely with III, ITRI and a major retailer in an effort to establish EPC Global standards to further the adoption of RFID technology in the retail inventory management market.
In November 2009, the Company participated in the VICS Conference in Fayetteville, Arkansas, to introduce the Company's total RFID Solutions. The Company demonstrated its capabilities as a full RFID solutions provider, including displaying RFID tag programmers, kiosks, mobile computing readers, and tags. The conference introduced the Company to the RFID community as a new vendor with products and services superior to those presently available.
In the Quarter ended December 2009, the Company became an official sponsor of the University of Arkansas RFID Research Center at the Sam M. Walton College of Business, the leading RFID research center in the world.
On April 30, 2009, the company announced that it had entered into an agreement with III and ITRI to distribute what III and ITRI call the world's smallest EPC Gen 2 Class 1 Passive Reader Module, which management believes is the first of its kind in the industry. The miniaturized RFID reader module is a cost performance leading front-end device specially designed for a portable RFID reader. The reader module incorporates an R1000 chip set and is the world's smallest RFID reader and the only one currently passing the EPC Gen 2 UHF Protocol V.1.0.9 Certification which includes Conformance Test and Interoperability Test. Its operating frequency range is 902MHZ -- 928MHZ on 50 channels with one or two antenna options.
Integration into this reader module is very unique security protocol that is capable of reading under the EPC Global Gen 2 layer on specific RFID chips. This RFID reader module will not only read the EPC Global Gen 2 layer RFID define tags but will also provide access to five password protected secure layers, one layer for each section of a supply chain (Manufacturing, Transportation, Distribution, Warehouse and Retail), or for such other data gathering and tracking purposes as the user may designate Both the RFID reader and the RFID tag will be manufactured in Taiwan and NDT plans to distribute both through the sales channel partnerships that we are currently developing.
The company, III and ITRI believe that having the smallest footprint of an RFID reader module will be imperative for the various RFID applications that are being developed by III and ITRI for medical, agriculture, asset management, asset tracking, POS and security applications.
21
During the quarter ended December 2009, the Company made a strategic adjustment in its senior management team. CEO, Gary DeMel stepped down from that position to assume the position of Chief Strategy Officer. COO Weiling Tsao was appointed to also fill the position of President. And former President, Michael Lutton, was appointed to the position of Chief Executive Officer.
Critical Accounting Policies
The preparation of financial statements and related disclosure in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the financial statements and accompanying notes. Results of operations could be impacted significantly by judgments, assumptions, and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.
Management is of the opinion that our cash on hand and revenues from operations are insufficient to meet our operational needs for the next twelve months. Accordingly, management will rely upon proceeds from debt and/or equity financing from related and unrelated parties.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q report contains certain forward-looking statements with respect to NDT and its business. Statements that are not historical facts are identified as “forward-looking statements”. The words “estimate,” “project,” “intend,” “expect,” “believe,” "plan," "may", and similar expressions, particularly when used in the “future tense”, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. These forward-looking statements are necessarily estimates, reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of NDT’s control, and involve a number of risks and uncertainties that could cause actual results to differ in a negative manner, and materially so, from those suggested by the forward-looking statements. These uncertainties, among others, include the ability of NDT to obtain sufficient equity and/or debt capital on commercially reasonable terms to carry out its business plan, whether advantageous contracts can be negotiated on specific products with NDT’s strategic partners, whether new products will find acceptance in the market place and generate significant sales and profits, the status of US and World economies, and various other factors and risks. Further information on potential risk factors that could affect the Company's business plans and financial results can be found in the Company's reports filed with the Securities and Exchange Commission.
22
Item 4(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the United States Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms.
Evaluation of and Report on Internal Control over Financial Reporting
The Principle Executive Officer and Principle Accounting Officer of Newport Digital Technologies, Inc. are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
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|
|
| - | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
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| - | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
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|
|
| - | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
23
The Principle Executive Officer and Principle Accounting Officer assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on its assessment, management concluded that, as of March 31, 2010, the Company’s internal control over financial reporting is effective based on those criteria.
This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting during our fiscal quarter ended March 31, 2010, that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, as defined in Rules 13a-15 and 15d-15 under the Exchange Act.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
During the period covered by this report, there were no material changes in the legal proceedings described in the prior periodic reports filed by the Company.
Item 1. A. Risk Factors
Risks Related to Our Business
We Have Historically Lost Money and Losses May Continue in the Future.
We have historically lost money. The loss for the fiscal year ended June 30, 2009 was $3,775,709, and for the nine months ended March 31, 2010, the loss was $10,689,442. Future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.
We Will Need to Raise Additional Capital to Finance Operations
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Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties. We will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.
There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding
The report of our independent accountants on our June 30, 2009 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly
There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock
To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.
Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.
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There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.
We Could Fail to Retain or Attract Key Personnel
Our future success depends in significant part on the continued services of Richard Damion, our Chairman of the Board and Chief Financial Officer, Michael Lutton, our Chief Executive Officer, and Weiling Tsao, or President and Chief Operating Officer. We cannot assure you we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have employment agreements with Mr. Lutton and Mr. Tsao, but not with Mr. Damion. We do not carry life insurance policies on any of our key executives.
Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable
Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter the company issued –no common shares for cash proceeds of $0, and issued120,732,000 common shares for services valued at $2,414,640. Cash proceeds were used entirely for working capital.
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
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Item 6. Exhibits
31.1 | Certification of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002. |
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31.2 | Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002. |
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32.1 | Certification of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
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32.2 | Certification of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
SIGNATURES
In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Richard Damion
Richard Damion, Director and
Principal Financial Officer
Principal Accounting Officer
Date: August 24, 2010
By: /s/ Robert George
Robert George, Director
Date: August 24, 2010
By: /s/ Donald Danks
Chief Executive Officer and Director
Date: August 24, 2010
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