Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2010
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[ ] | 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.
(Formerly: International Food Products Group, Inc.)
(Exact name of small business issuer as specified in its charter)
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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)
(800) 671-9582
(Issuer's telephone number)
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 February 12, 2011, the issuer had 1,711,720,522 shares of its common stock issued and outstanding and 16,000,000 shares of its preferred stock issued and outstanding.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NEWPORT DIGITAL TECHNOLOGIES, INC.
F/K/A International Food Products Group, Inc.
(a Development Stage Company)
Balance Sheets
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| (Unaudited) |
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| December 31, 2010 |
| June 30, 2010 | ||
Current Assets |
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Cash |
| $ | 48,140 |
| $ | 2,965 |
Accountants receivable | 4,716 | - | ||||
Inventory |
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| 101,636 |
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| 101,636 |
Prepaid expenses and deposits |
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| 115,000 |
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| 179,448 |
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Total Current Assets |
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| 269,492 |
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| 284,049 |
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Total assets |
| $ | 269,492 |
| $ | 284,049 |
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Liabilities and Shareholders’ Equity (Deficit) | ||||||
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Current Liabilities |
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Trade accounts payable |
| $ | 196,449 |
| $ | 133,334 |
Other accrued expenses |
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| 517,446 |
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| 334,161 |
Notes payable – related parties |
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| 961,450 |
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| 1,022,904 |
Note payable – third party |
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| 316,045 |
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| 316,045 |
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Total current liabilities |
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| 1,991,390 |
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| 1,806,444 |
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Commitments and contingencies |
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| -- |
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| -- |
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Shareholders’ Equity (Deficit): |
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Preferred Stock $.001 par value, 16,000,000 authorized and issued @.001 par value |
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| 16,000 |
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| 16,000 |
Common stock: $.001 par value; 1,800,000,000 shares authorized; |
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1,691,720,522 and 1,390,302,001, issued and outstanding |
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| 1,691,721 |
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| 1,390,303 |
Common stock subscribed |
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| 296,746 |
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| 1,255,274 |
Additional paid-in capital |
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| 19,377,440 |
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| 17,670,381 |
Deficit accumulated during development stage |
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| (11,618,394) |
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| (10,368,942) |
Accumulated deficit |
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| (11,485,411) |
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| (11,485,411) |
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Total shareholders’ equity (deficit) |
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| (1,721,898) |
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| (1,522,395) |
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Total liabilities and shareholders’ equity |
| $ | 269,492 |
| $ | 284,049 |
The accompanying notes are an integral part of the financial statements
2
NEWPORT DIGITAL TECHNOLOGIES, INC.
F/K/A International Food Products Group, Inc.
(a Development Stage Company)
Statements of Operations
(Unaudited)
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| For the six months ended December 31, |
| For the three months ended December 31, | July 1, 2008 (Inception of development stage) through December 31, | |||||
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| 2010 |
| 2009 |
| 2010 | 2009 | 2010 | ||
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Gross sales | $ | 4,716 | $ | -- | $ | 4,716 | $ | -- | $ | 4,716 |
Less: returns, discounts and allowances |
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| - | -- | -- | ||
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Net sales |
| 4,716 |
| -- |
| 4,716 | -- | 4,716 | ||
Cost of goods sold |
| 3,600 |
| -- |
| 3,600 | -- | 3,600 | ||
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Gross profit |
| 1,116 |
| -- |
| 1,116 | -- | 1,116 | ||
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Research and development |
| 170,628 |
| 64,063 |
| 2,407 | 1,200 | 1,451,602 | ||
General and administrative expenses |
| 1,065,033 |
| 7,645,620 |
| 445,421 | 739,641 | 10,367,324 | ||
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Total operating expenses |
| 1,235,661 |
| 7,709,683 |
| 447,828 | 740,841 | 11,818,926 | ||
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Loss from continuing operations |
| (1,234,545) |
| (7,709,683) |
| (446,712) | (740,841} | (11,817,810) | ||
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Other income (expense) |
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Interest expense |
| (14,907) |
| -- |
| -- | -- | (59,332) | ||
Debt forgiveness |
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| -- |
| -- | -- | 258,748 | ||
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Total other income (expense) |
| (14,907) |
| -- |
| -- | -- | 199,416 | ||
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Loss before provision for income taxes |
| (1,249,452) |
| (7,709,683) |
| (446,712) | (740,841) | (11,618,394) | ||
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Provision for income taxes |
| -- |
| -- |
| -- | -- | -- | ||
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Net loss | $ | (1,249,452) | $ | (7,709,683) | $ | (446,712) | $ | (740,841) | $ | (11,618,394) |
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Net loss per share, basic and diluted: |
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From continuing operations | $ | (0.00) | $ | (0.01) | $ | (0.00) | $ | (0.00) |
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Shares used in per-share calculation, basic and diluted |
| 1,563,340,934 |
| 1,157,713,617 |
| 1,590,264,539 | 1,269,570,001 |
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The accompanying notes are an integral part of the financial statements | ||||||||||
3
NEWPORT DIGITAL TECHNOLOGIES, INC.
F/K/A International Food Products Group, Inc.
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)
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| July 1, 2008 |
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| (inception of |
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| development |
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| For the six months ended December 31, |
| stage through | ||
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| 2010 |
| 2009 |
| December 31, 2010) |
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Cash flows (used by ) operating activities: |
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Net loss | $ | (1,249,452) | $ | (7,709,683) | $ | (11,618,394) |
Adjustments to reconcile net loss to net cash |
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used by operating activities |
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Shares issued for services and debt |
| 221,977 |
| 5,667,566 |
| 3,817,475 |
Decrease (increase) in assets: |
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Inventory |
| -- |
| -- |
| (101,636) |
Accounts receivable | (4,716) | -- | (4,716) | |||
Prepaid expenses |
| 64,448 |
| 700,334 |
| 860,833 |
Increase (decrease) in liabilities: |
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Accounts payable |
| 63,115 |
| -- |
| 10,066 |
Accrued expenses |
| 183,285 |
| 242,876 |
| 366,835 |
Net cash provided by (used in) operating activities |
| (721,343) |
| (1,098,907) |
| (6,669,537) |
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Cash flows from investing activities |
| -- |
| -- |
| -- |
Cash flows provided by financing activities |
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Bank overdraft | -- | 12,223 | -- | |||
Proceeds from related party |
| 26,546 |
| -- |
| 929,462 |
Payments on related party note payable | (88,000) | (88,000) | ||||
Proceeds from notes payable |
| -- |
| 610,714 |
| 235,545 |
Proceeds from subscribed common stock |
| 827,972 |
| 200,000 |
| 5,107,746 |
Proceeds from sale of common stock |
| -- |
| 67,000 |
| 531,172 |
Net cash provided by financing activities |
| 766,518 |
| 889,937 |
| 6,715,925 |
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Net increase (decrease) in cash |
| 45,175 |
| (208,970) |
| 46,388 |
Cash at beginning of year |
| 2,965 |
| 209,475 |
| 1,752 |
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Cash at end of year | $ | 48,140 | $ | 505 | $ | 48,140 |
Supplemental Disclosures of Cash Flow Information |
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Interest paid to third parties | $ | -- | $ | -- | $ | -- |
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 | $ | 161,681 | $ | 203,000 | $ | 3,757,179 |
The accompanying notes are an integral part of the financial statements | ||||||
4
NEWPORT DIGITAL TECHNOLOGIES, INC.
F/K/A International Food Products Group, Inc.
(a Development Stage Company)
Statement of Shareholders’ Deficit
(Unaudited)
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| Deficit |
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| Accumulated |
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| Preferred Stock | Common Stock | Common Stock | Additional Paid-in | Accumulated | During Development |
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| Shares | Amount | Shares | Amount | Subscribed | Capital | Deficit | Stage | Total |
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Balance, June 30, 2007 | -- | $ -- | 414,363,501 | $ 414,364 | $ -- | $ 9,966,550 | $ (10,156,074) | $ -- | $ 224,840 |
Shares issued for cash | -- | -- | 8,405,000 | 8,405 | -- | 55,595 | -- | -- | 64,000 |
Shares issued for cash | -- | -- | 59,200,000 | 59,200 | -- | 406,400 | -- | -- | 465,600 |
Preferred stock issued | 16,000,000 | 16,000 | -- | -- | -- | 64,000 | -- |
| 80,000 |
Net loss for the year | -- | -- | -- | -- | -- | -- | (1,329,337) | -- | (1,329,337) |
Balance, June 30, 2008 | 16,000,000 | 16,000 | 481,968,501 | 481,969 | -- | 10,492,545 | (11,485,411) | -- | (494,897) |
Shares issued for cash | -- | -- | 29,000,000 | 29,000 | -- | 502,172 | -- | -- | 531,172 |
Shares issued for services | -- | -- | 43,750,000 | 43,750 | -- | 1,273,500 | -- | -- | 1,317,250 |
Cash received for stock subscription | -- | -- | -- | -- | 2,957,500 | -- | -- | -- | 2,957,500 |
Net loss for the year | -- | -- | -- | -- | -- | -- | -- | (3,775,709) | (3,775,709) |
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 |
Shares issued for services | -- | -- | 325,782,000 | 325,782 |
| 2,887,466 | -- | -- | 3,213,248 |
Cash received for stock subscription | -- | -- | -- | -- | 1,322,274 | -- | -- | -- | 1,322,274 |
Shares issued for subscriptions received | -- | -- | 509,801,500 | 509,802 | (3,024,500) | 2,514,698 | -- | -- | -- |
Net loss for the year | -- | -- | -- | -- | -- | -- | -- | (6,593,233) | (6,593,233) |
Balance, June 30, 2010 | 16,000,000 | 16,000 | 1,390,302,001 | 1,390,303 | 1,255,274 | 17,670,381 | (11,485,411) | (10,368,942) | (1,522,395) |
Stock issued for services (unaudited) | -- | -- | 151,644,238 | 151,644 | -- | 828,333 | -- | -- | 979,977 |
Stock issued to satisfy subscriptions received (unaudited) | -- | -- | 149,774,283 | 149,774 | (1,786,500) | 878,726 | -- | -- | (758,000) |
Common stock subscriptions received (unaudited) | -- | -- | -- | -- | 827,972 | -- | -- | -- | 827,972 |
Net loss for the quarter ended December 31, 2010 (unaudited) | -- | -- | -- | -- | -- | -- | -- | (1,249,452) | (1,249,452) |
Balance, December 31, 2010 (unaudited) | 16,000,000 | $ 16,000 | 1,691,720,522 | $1,691,721 | $ 296,746 | $19,377,440 | $(11,485,411) | $(11,618,394) | $(1,721,898) |
The accompanying notes are an integral part of the financial statements
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NEWPORT DIGITAL TECHNOLOGIES, INC.
F/K/A International Food Products Group, Inc.
Notes to the Financial Statements
As of December 31, 2010
1. Summary of Significant Accounting Policies
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 two years 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
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized. (1) Persuasive evidence of an arrangement exists; (2) title has transferred; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. 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 charge offs 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. As of December 31, 2010 and June 30, 2010, the Company had accounts receivable of $4,716 and $0, respectively.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin. Inventory consists of finished products.
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Prepaid Expenses
Prepaid expenses represent expenses paid prior to the receipt of the related goods or services and consist primarily of prepaid legal fees.
Research and Development
Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $-0- and $-0- for the three and six months ended December 31, 2010 and $1,200 and $64,063 for the three and six months ended December 31, 2009.
Fair Value of Financial Instruments
ASC Topic 825, formerly Statement of Financial Accounting Standards (“SFAS”) No. 107: 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 by 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.
At December 31, 2010 and June 30, 2010, 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 carry forwards 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") carry forwards 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
We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation which requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. Under FASB ASC 718 we are required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 718, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.
Advertising Costs
Advertising costs are expensed as incurred. There were no advertising costs during the three and six months ended December 31, 2010 and 2009.
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Interest Expense
Interest expense, including loan fees paid through the issuance of shares of the Company’s common stock; relate to borrowings, is expensed in the period it which it is incurred or the stock is issued.
Use of Estimates
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
2. Equipment
Equipment consisted of the following as of December 31, 2010:
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Computer Equipment |
| $ | 35,090 |
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Furniture and fixtures |
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| 2,424 |
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| 37,514 |
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Less: accumulated depreciation |
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| (37,514 | ) |
Total equipment |
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Depreciation expense for the three and six months ended December 31, 2010 and 2009 was $0. Equipment was fully depreciated at June 30, 2006.
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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. @ 10% due on demand, including interest |
| $ | 961,450 |
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Note payable to a third party, uncollateralized with interest @10% due on demand, including interest |
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| 50,000 |
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Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender. |
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| 25,000 |
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Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2012. The note may be converted to common stock at a later date agreeable to by both borrower and lender. |
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| 2,295 |
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Note payable to an individual dated November 10, 2009, uncollateralized with interest due at 5% per month with a maturity date of November 11, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender. |
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| 113,750 |
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Note payable to an individual dated December 24, 2009, uncollateralized with interest due at 5% per month with a maturity date of December 23, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender. |
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| 125,000 |
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| $ | 316,045 |
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5. Deferred Income Taxes
The components of the provision for income taxes are as follows:
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| For the Years Ended June 30, | ||||
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| 2010 |
| 2009 | ||
Current tax expense: |
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Federal |
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| - |
State |
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| - |
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| - |
Deferred tax expense: |
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Federal |
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State |
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Total provision |
| $ | -- |
| $ | -- |
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Significant components of the Company's deferred income tax assets and liabilities at June 30, 2010 and 2009 are as follows:
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| For the Years Ended June 30, | ||||
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| 2010 |
| 2009 | ||
Deferred income tax assets: |
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Net operating loss carry forward |
| $ | 6,119,219 |
| $ | 4,273,113 |
Allowance and reserves |
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| -- |
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| - |
Other |
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| -- |
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| - |
Total deferred income tax asset |
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| 6,119,219 |
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| 4,273,113) |
Valuation allowance |
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| (6,119,219) |
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| (4,273,113) |
Net deferred income tax asset |
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| - |
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| - |
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.
Reconciliation of the effective tax rate to the U.S. statutory rate is as follows:
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| For the Years Ended June 30, |
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| 2010 |
| 2009 |
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Tax benefit at U.S. statutory rate |
| (34.0) | % |
| (34.0.) | % |
State tax provision |
| - |
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Other |
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Stock-based compensation |
| 16.6 |
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| 16.8 |
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Change in valuation allowance |
| 17.4 |
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| 17.2 |
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Effective income tax rate |
| -- | % |
| 0.0 | % |
The Company also has federal and state net operating loss carry forwards of approximately $23,103,452. The federal net operating loss carry forwards will begin to expire in the years 2018.
10
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 six months period ended December 31, 2010 totaling $1,249,452, and has a retained deficit of $23,103,805, 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.
8. Share-Based Compensation
In prior years, the Company granted options to its officers and certain consultants. No options were granted during the six months ended December 31, 2010 or the year ended June 30, 2010. The Company does not have a formal plan for granting options. All options granted are fully vested at June 30, 2010 and are exercisable, upon proper notice, in whole or in part at any time. The options granted have contractual lives ranging from ten to sixteen years.
Summary information about the Company's options outstanding all of which were exercisable at June 30, 2010:
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| Shares |
| Exercise Price |
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Balance, June 30, 2007 |
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| 16,650,000 |
| $ | 0.133 |
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Granted |
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Exercised |
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Canceled |
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Balance, June 30, 2008 |
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| 16,650,000 |
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| 0.133 |
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Granted |
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Exercised |
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Canceled |
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Balance, June 30, 2009 and 2010 |
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| 16,650,000 |
| $ | 0.133 |
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Exercisable at June 30, 2010 and 2009 |
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| 16,650,000 |
| $ | 0.133 |
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Summary information about the Company's options outstanding all of which are exercisable at June 30, 2010: | |||||||||||||
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| Weighted Average |
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Average Option |
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| Remaining | Average |
Exercise | Number |
| Contractual | Exercise |
Price | Outstanding |
| Life | Price |
$0.08 | 11,250,000 |
| 3.5 | 0.083 |
$0.25 | 5,400,000 |
| 6.2 | 0.25 |
| 16,650,000 |
| 4.4 | 0.133 |
The Company issues shares of its common stock to non-employees in payment for services provided, and issued shares to employees in satisfaction of accrued compensation. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur in accordance with guidance of section 505-50-30 of the FASB Accounting Standards Codification.
9. Loss per Share
Basic and diluted loss per common share has been computed by dividing the loss available to common shareholders by the weighted-average number of common shares.
The computations of basic and diluted loss per common share are as follows:
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| For the Six Months Ended December 31, | ||||
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| 2009 | ||
Loss per common share, basic and diluted: |
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Numerator: |
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Net loss available to common shareholders |
| $ | (1,249,452) |
| $ | (7,709,683) |
Denominator: |
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Weighted average shares - basic and diluted |
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| 1,563,340,934 |
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| 1,157,713,617 |
Loss per common share, basic and diluted |
| $ | (0.00) |
| $ | (0.00) |
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The effect of the potentially dilutive securities listed below was not included in the computation of diluted loss per share, because to do so would have been antidilutive for the two years presented.
12
10. Stock Transactions
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.
During the year ended June 30, 2009 the Company issued 565,782,000 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, 2010 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $3,213,248. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $1,322,274 for common stock subscriptions.
During the six months period ended December 31, 2010 the company issued 3,739,768 shares of its common stock for legal services valued at $25,681, 147,904,469 shares of its common stock for consulting services valued at $979,977. The Company issued 149,774,283 shares of its common stock for common stock subscriptions received. The Company received $827,972 in stock subscriptions.
11. 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 $961,450 at December 31, 2010 and $1,022,904 at June 30, 2010.
12. Subsequent Events
On February 7, 2011 the Company issued 20,000,000 shares to an officer of the company for services.
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.
Results of Operations for the six month period ended December 31, 2010 and 2009
Net Sales: Net sales for the six months ended December 31, 2010 and 2009 were $4,716 and $0, respectively. We had one sale in the current period as we are gearing up with our new business plan.
Cost of Sales: The Cost of Sales for the six month period ended December 31, 2010 and 2009 was $3,600 and $0.
Research & Development: R&D expense, which is now engineering expense for the six month period ended December 31, 2010, was $170,628 compared to $64,063 in the prior period.
General and Administrative expenses: General and Administrative expenses for the six month period ended December 31, 2010, were $1,065,035 compared to $7,645,620 in the same period in 2009. In order to restructure the new business it was imperative to increase consultants and professional fees in the prior year. The company hired high level, industry experts to operate the company; however officer salaries have been curtailed until the Company generates revenues and profits, which decreased officer salaries to $84,368 and office salaries to $157,136. Investor relations decreased to $37,547. Also, legal was a significant expense at $97,570 in the transformation and to prepare documentation to increase company capital. Travel was $42,651.
Liquidity and Capital Resources: We have experienced net losses of $1,249,452 and $7,709,683 for the six months ended December 31, 2010 and 2009, respectively. At December 31, 2010, we had $48,140 in cash. As a development stage company in our new field of endeavor, we currently do not have significant revenue producing operations, and we must sustain operations through equity and debt financing.
Results of Operations for the three month period ended December 31, 2010 and 2009
Net Sales: Net sales for the three months ended December 31, 2010 and 2009 were $4,716 and $0, respectively. We had one sale in the current period as we are gearing up with our new business plan.
Cost of Sales: The Cost of Sales for the three month period ended December 31, 2010 and 2009 was $3,600 and $0.
Research & Development: R&D expense, which is now engineering expense for the three month period ended December 31, 2010, was $2,407 compared to $1,200 in the prior period.
General and Administrative expenses: General and Administrative expenses for the three month period ended December 31, 2010, were $445,421 compared to $739,641 in the same period in 2009. In order to restructure the new business it was imperative to increase consultants and professional fees in the prior year. The company hired high level, industry experts to operate the company; however officer salaries have been curtailed until the Company generates revenues and profits, which decreased officer salaries to $35,000 and office salaries to $60,530. Investor relations decreased to $37,547. Also, legal was a significant expense at $53,187 in the transformation and to prepare documentation to increase company capital. Travel was $24,654.
Liquidity and Capital Resources: We have experienced net losses of $446,712 and $740,841 for the three months ended December 31, 2010 and 2009, respectively. At December 31, 2010, we had $48,140 in cash. As a development stage company in our new field of endeavor, we currently do not have significant revenue producing operations, and we must sustain operations through equity and debt financing.
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.
14
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. However, over the past several months, the Company has elected to focus its efforts on developing, marketing and selling primarily digital signage and LED lighting and on RFID technology. While the Company still has access and the ability to market and sell WiMAX, VoIP and security and surveillance technology, because of limited capital resources, it is choosing not to at this time.
In addition, the Company has created a new division that leverages the Company’s resources in Asia to help small to mid-size U.S. based companies engineer, source and manufacture technology solutions. The Company is currently working with its first customer to develop, source, manufacture and sell a customized technology solution that our client company will resell to its existing and potential customer base. This division is not constrained by market segment and will seek to opportunistically leverage its engineering and manufacturing relationships and resources in Taiwan and Asia to generate revenue.
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.
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. In addition to the agreements with FormoLight, the Company is actively developing a number of additional engineering and manufacturing relationships with China-based digital signage makers in order to offer a complete line of digital signage solutions at competitive price points. We expect these new relationships will be important in creating a competitive position in the crowded but rapidly growing digital signage marketplace.
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.
15
During the quarter ended December 31, 2010, the company continued to further develop its technology business model. The company is in the process of renegotiating its agreement with Gil Technologies in order further clarify as well as to broaden the scope of the relationship. The company anticipates that it can conclude this renegotiation within the next 90 days.
The company also continued to make advancements in developing RFID solutions and has opened an office in Bentonville, Arkansas 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 the past quarter, however, the Company has made the strategic decision to close its Bentonville office and consolidate all RFID sales, marketing and engineering into its Newport Beach and Taipei, Taiwan offices. The Company has access to similar RFID research labs through its relationship with ITRI. In addition, we are working to modify out RFID sales strategy to focus on joint ventures and partnership with existing RFID technology systems integrators and resellers and plan to concentrate more on military and other similar applications for our ruggedized RFID reader and RFID chip solution as described below.
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 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 defines term 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.
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.
16
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 Principal Executive Officer and Principal 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.
17
The Principal Executive Officer and Principal Accounting Officer assessed the effectiveness of the Company’s internal control over financial reporting as of December 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 December 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 December 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting during our fiscal quarter ended December 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 2. 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, 2010 was and 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
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, 2010 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.
18
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. Included in this document are the following:
- the bid and offer price quotes in and for the "penny stock," and the number of shares to which the quoted prices apply,
- the brokerage firm's compensation for the trade, and
- the compensation received by the brokerage firm's sales person for the trade.
In addition, the brokerage firm must send the investor:
- a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and
- a written statement of the investor's financial situation and investment goals. 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.
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, a 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 Chief Executive 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 no employment agreements or life insurance on Mr. Damion.
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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter the company issued 149,774,284 shares for cash proceeds of $1,786,500. The capital was 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
Item 6. Exhibits
31.1 | Certification of CEO 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. section1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
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32.1 | Certification of CFO 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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Newport Digital Technologies, Inc.
(Formerly International Food Products Group, Inc.)
SIGNATURES
SIGNATURE
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.
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| Newport Digital Technologies, Inc. (Registrant) | ||
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February 15, 2011 |
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| By |
| /s/ Donald Danks |
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| Donald Danks Chief Executive officer Principal Executive Officer |
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