Attached files
| file | filename |
|---|---|
| EX-31 - Bravatek Solutions, Inc. | exh311.htm |
| EX-31 - Bravatek Solutions, Inc. | exh312.htm |
| EX-32 - Bravatek Solutions, Inc. | exh321.htm |
| EX-32 - Bravatek Solutions, Inc. | exh322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 December 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: 000-53489
eCrypt Technologies, Inc.
(Exact name of registrant as specified in its charter)
Colorado |
| 32-0201472 |
(State or other jurisdiction of incorporation) |
| (IRS Employer Identification Number) |
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4750 Table Mesa Dr. Boulder CO, 80305 | ||
(Address of principal executive offices) | ||
1.866.241.6868 | ||
(Registrant’s telephone number, including area code) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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. [ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ x ] No
As of February 15, 2010, the Company had 135,661,052 shares issued and outstanding.
PART I-FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS.
The financial statements of eCrypt Technologies, Inc. (the "Company" or “eCrypt”), a Colorado corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended March 31, 2010, and all amendments thereto.
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
PERIOD ENDED DECEMBER 31, 2010
INDEX TO FINANCIAL STATEMENTS: | Page |
Balance Sheets | 3 |
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Statements of Operations | 4 |
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Statement of Stockholders’ Equity (Deficit) | 5 |
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Statements of Cash Flows | 6 |
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Notes to Unaudited Financial Statements | 8 – 14 |
2
eCrypt Technologies, Inc. | ||||
(A Development Stage Company) | ||||
BALANCE SHEETS | ||||
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| December 31, | March 31, |
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| 2010 | 2010 |
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| (Unaudited) | (Audited) |
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ASSETS |
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CURRENT ASSETS |
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| Cash | $ 28,903 | $ 332,256 | |
| Prepaid expenses | 1,998 | 110 | |
| TOTAL CURRENT ASSETS | 30,901 | 332,366 | |
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Property and equipment, net | 13,434 | 20,056 | ||
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TOTAL ASSETS | $ 44,335 | $ 352,422 | ||
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LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) |
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CURRENT LIABILITIES |
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| Accounts payable and accrued liabilities | $ 21,511 | $ 22,048 | |
| Accrued interest related party | 13,738 | - | |
| Loan-related party | 215,000 | - | |
TOTAL CURRENT LIABILITIES | 250,249 | 22,048 | ||
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TOTAL LIABILITIES | 250,249 | 22,048 | ||
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STOCKHOLDERS' EQUITY(DEFICIT) |
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| Preferred stock (10,000,000 Shares Authorized; No Par Value |
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| 0 and 0 shares issued and outstanding as at December 31, 2010 and March 31, 2010) | - | - |
| Common stock (500,000,000 Shares Authorized; No Par Value |
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| 134,511,052 and 133,558,671 shares issued and outstanding as at December 31, 2010 and March 31, 2010) | 639,470 | 239,470 |
| Stock subscriptions payable | - | 400,000 | |
| Deficit accumulated during the development stage | (845,384) | (309,096) | |
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) | (205,914) | 330,374 | ||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ 44,335 | $ 352,422 | ||
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The accompanying notes are an integral part of these financial statements. | ||||
3
eCrypt Technologies, Inc. | |||||||
(A Development Stage Company) | |||||||
STATEMENTS OF OPERATIONS | |||||||
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| Three Months Ended December 31, 2010 | Three Months Ended December 31, 2009 | Nine Months Ended December 31, 2010 | Nine Months Ended December 31, 2009 | Cumulative amount from Inception (April 19, 2007) to December 31, 2010 |
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| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
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REVENUES |
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| Sales | $ 126 | $ 4,503 | $ 996 | $ 32,097 | $ 93,419 | |
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OPERATING EXPENSES |
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| Amortization and depreciation | 1,966 | 3,455 | 6,622 | 13,037 | 51,119 | |
| Advertisement and promotion | 33,428 | - | 307,770 | 4,544 | 336,944 | |
| General and administrative | 47,223 | 27,766 | 171,419 | 78,592 | 368,484 | |
| Professional fees | 7,896 | 26,809 | 37,445 | 58,640 | 159,993 | |
TOTAL OPERATING EXPENSES | 90,513 | 58,030 | 523,256 | 154,813 | 916,540 | ||
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OPERATING LOSS | (90,387) | (53,527) | (522,260) | (122,716) | (823,121) | ||
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OTHER INCOME (EXPENSES) |
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| Interest income | 20 | 31 | 683 | 666 | 3,059 | |
| Gain on sale of fixed assets | - | - | - | - | 600 | |
| Interest expenses | (5,970) | (1,064) | (14,711) | (3,557) | (25,922) | |
| TOTAL OTHER INCOME (EXPENSES) | (5,950) | (1,033) | (14,028) | (2,891) | (22,263) | |
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NET LOSS | $ (96,337) | $ (54,560) | $ (536,288) | $ (125,607) | $ (845,384) | ||
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Loss per share |
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| Basic | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
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WEIGHTED AVERAGE SHARES OUTSTANDING |
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| Basic | 134,511,052 | 133,518,216 | 134,497,199 | 133,518,216 |
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The accompanying notes are an integral part of these financial statements. | |||||||
4
eCrypt Technologies, Inc. | |||||||||
(A Development Stage Company) | |||||||||
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||
For the Period from Inception (April 19, 2007) to December 31, 2010 | |||||||||
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| Preferred |
| Common |
| Stock | Retained | Total |
| Shares |
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| Subscriptions | Earnings | Stockholders' | ||
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| Number | Amount | Number | Amount | Payable | (Deficit) | Equity/(Deficit) |
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Balance at April 19, 2007 (Date of Inception) | - | $ - | - | $ - | $ - | $ - | $ - | ||
Shares issued for cash | - | - | 116,015,968 | 55,130 | - | - | 55,130 | ||
Net loss for the period | - | - | - | - | - | (32,505) | (32,505) | ||
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Balance March 31, 2008 | - | - | 116,015,968 | 55,130 | - | (32,505) | 22,625 | ||
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Stock subscriptions | - | - | - | - | 4,875 | - | 4,875 | ||
Shares issued for cash | - | - | 17,502,248 | 151,572 | - | - | 151,572 | ||
Net loss for the period | - | - | - | - | - | (92,111) | (92,111) | ||
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Balance March 31, 2009 | - | - | 133,518,216 | 206,702 | 4,875 | (124,616) | 86,961 | ||
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Stock cancelled |
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| (4,875) |
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Stock subscriptions | - | - | - | - | 400,000 | - | 400,000 | ||
Shares issued in settlement of convertible debenture | - | - | 40,455 | 32,768 | - | - | 32,768 | ||
Net loss for the period | - | - | - | - | - | (184,480) | (184,480) | ||
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Balance March 31, 2010 | - | - | 133,558,671 | 239,470 | 400,000 | (309,096) | 330,374 | ||
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Shares issued related to stock subscriptions | - | - | 952,381 | 400,000 | (400,000) | - | - | ||
Net loss for the period | - | - | - | - | - | (536,288) | (536,288) | ||
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Balance December 31, 2010 (unaudited) | - | $ - | 134,511,052 | 639,470 | - | (845,384) | (205,914) | ||
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The accompanying notes are an integral part of these financial statements. | |||||||||
5
eCrypt Technologies, Inc. | |||||
(A Development Stage Company) | |||||
STATEMENTS OF CASH FLOWS | |||||
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| December 31, 2010 | December 31, 2009 | Cumulative amount from Inception (April 19, 2007) to December 31, 2010 |
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| (unaudited) | (unaudited) | (unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss | $(536,288) | $(125,607) | $(845,384) | |
| Adjustments for non-cash items: |
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| Depreciation and amortization | 6,622 | 13,037 | 51,119 |
| Changes in operating assets and liabilities: |
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| Accounts payable and accrued liabilities | (537) | 12,584 | 21,511 |
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| Accrued interest on loans-related party | 13,738 | 3,104 | 22,707 |
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| Deferred revenue | - | (15,450) | - |
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| Prepaid expenses | (1,888) | 2,590 | (1,998) |
NET CASH USED IN OPERATING ACTIVITIES | (518,353) | (109,742) | (752,045) | ||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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| License | - | - | (10,000) | |
| Computer equipment | - | (2,338) | (11,526) | |
| Computer software | - | - | (14,446) | |
| Equipment | - | - | (28,582) | |
NET CASH USED IN INVESTING ACTIVITIES | - | (2,338) | (64,554) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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| Common stock issuance | - | - | 606,702 | |
| Stock subscriptions | - | (4,875) | - | |
| Proceeds from loan-related party | 215,000 | 30,000 | 238,800 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 215,000 | 25,125 | 845,502 | ||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (303,353) | (86,955) | 28,903 | ||
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CASH AND CASH EQUIVALENTS |
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Beginning of year | 332,256 | 95,994 | - | ||
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End of year | $ 28,903 | $ 9,039 | $ 28,903 | ||
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Supplemental disclosures of cash flow information: |
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6
| Shares issued in settlement of convertible note | $ - | $ - | $ 32,768 | |
| Common stock issued to satisfy stock subscriptions payable | $ (400,000) | $ - | $ (400,000) | |
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The accompanying notes are an integral part of these financial statements. | |||||
7
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1.
Nature of Operations
eCrypt Technologies Inc., a Colorado corporation (“the Company”), was incorporated on April 19, 2007. The Company develops and sells encryption software which secures the transmission of, storage of, and access to digital information. Software applications range from device based (for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices), to server-based encryption software for email servers and for file-store server.
2.
Significant Accounting Policies
Basis of Presentation
The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). Interim results are not necessarily indicative of results for a full year.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2010 and the results of operations and cash flows presented herein have been included in the financial statements. Operating results for the nine months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the year ending March 31, 2011. The financial statements should be read in conjunction with the Form 10-K for the year ended March 31, 2010 of the Company filed on July 13, 2010.
Uncertainty as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Cash, Cash Equivalents and Investments
Cash equivalents consist of highly liquid investments with original maturities at the date of purchase of three months or less. Short term investments mature in less than one year from the balance sheet date.
8
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
Significant Accounting Policies (cont’d)
The Company places its cash and short-term investments with financial institutions with high credit quality investments in accordance with its investment policy designed to protect the principal investment. Therefore, the Company believes that its exposure due to concentration of credit risk is minimal and has not experienced credit losses on investments in these instruments to date.
Development -Stage Company
The accompanying financial statements have been prepared in accordance with the FASB ASC Topic 915 "Accounting and Reporting by Development-Stage Enterprises". A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue there from. Development-stage companies report cumulative costs from the enterprise's inception.
Property and Equipment
Property and Equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight line basis over their useful lives:
Computer equipment | 2 years straight line basis |
Computer software | 1 year straight line basis |
Equipment | 5 years straight line basis |
Revenue Recognition
Product revenue and miscellaneous income are recognized as earned.
Income Taxes
The Company accounts for income taxes as outlined in the Accounting Standards Codification ("ASC") 740 "Income Taxes”. Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Comprehensive Income
The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.
Comprehensive income (loss) is the total of (1) net income (loss) plus (2) all other changes in the net assets arising from non-owner sources, which are referred to as comprehensive income.
The Company has no components of other comprehensive loss. Accordingly, net loss equals comprehensive loss for all periods.
9
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
Significant Accounting Policies (cont’d)
Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, highly liquid short-term investments, accounts payable, accrued liabilities and stockholder loans. The Company does not hold or issue financial instruments for trading purposes and does not hold any derivative financial instruments.
The Company’s investment policy is to achieve, in order of importance, the financial objectives of preservation of principal, liquidity and return on investment. Investments are made in U.S. obligations and bank securities provided the obligations are guaranteed or carry ratings appropriate for the policy.
The policy risks are primarily the opportunity cost of the conservative nature of the allowable investments. As the Company is currently in the development stage, the Company has chosen to avoid investments of a trade or speculative nature.
Foreign Currency Translation
The measurement currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the measurement currency are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.
Net Earnings (Loss) per Share
Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. The computation of earnings (loss) per share is as follows:
10
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
Significant Accounting Policies (cont’d)
3.
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
4.
Property and Equipment
The components of the Company’s equipment are presented below:
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Computer equipment | $9,812 | $8,694 | $1,118 | $2,935 |
Computer software | 14,445 | 14,312 | 133 | 631 |
Equipment | 28,581 | 16,398 | 12,183 | 16,490 |
11
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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Total | $52,838 | $39,404 | $13,434 | $20,056 |
Depreciation expense for the three and nine months ended December 31, 2010 and 2009 was $1,966 and $6,622 and $2,610 and $10,526, respectively.
Intangibles
The components of the Company’s license are presented below:
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License | $10,000 | $10,000 | $ - | $ - |
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| $10,000 | $10,000 | $ - | $ - |
Amortization expense for the three and nine months ended December 31, 2010 and 2009, were $0 and $0 and $845 and $2,511, respectively. As at September 23, 2009 the Licenses with Certicom were cancelled by reason of the acquisition of Certicom Corp by Research in Motion. Pursuant to the new program terms, these Licenses are now being provided to BlackBerry Alliance members free of charge. The Company renewed its BlackBerry Alliance membership with Research in Motion on February 3, 2010.
5.
Stockholders’ Equity (Deficit)
a)
Authorized:
500,000,000 Common shares with no par value
10,000,000 Preferred shares with no par value
During the year ended March 31, 2008, the Company effected the following stock transactions:
The Company issued a total of 116,015,968 shares of the Company’s common stock in exchange for cash of $55,130.
During the year ended March 31, 2009, the Company effected the following stock transactions:
On October 9, 2008, the Company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares were issued for 8,300,998 common shares.
On November 12, 2009, the Board of Directors of the Company consented to and approved a four-for-one forward split of the Company’s 33,379,554 issued and outstanding shares of common stock. Pursuant to Rule 10b-17, the Forward Split became effective 10 days following the submission of the required notification forms to FINRA, on November 24, 2009. On the effective date, the Company’s transfer agent issued and mailed to the eligible shareholders of record, three additional shares of common stock for
12
eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5.
Stockholders’ Equity (Deficit) continued
each share of common stock held by the shareholder. The forward split resulted in the increase in the number of shares of the Company’s common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares the same.
During the year ended March 31, 2009, the Company issued 17,502,248 shares of the Company’s no par value common stock in exchange for cash of $151,572.
During the year ended March 31, 2010, the Company effected the following stock transactions:
The Company issued a total of 40,455 shares of the Company’s no par value common stock at a conversion rate of $0.81 per share in full and final settlement of a convertible debenture dated July 2, 2007. The shares were issued on March 30, 2010 for a total of $32,768. The loan consisted of principal of $23,800 and interest of $8,968. See Note 7.
During the nine months ended December 31, 2010, the Company effected the following stock transactions:
On April 5, 2010, the Company entered into a private placement agreement that would offer up to 952,381 units which consists of a subscription agreement and three warrants, Warrant #1 offers the holder to purchase 952,381 shares of the Corporation’s common stock at a price of $0.42 per share at any time within a 24 month period from the date of closing.
Warrant #2 entitles the holder to purchase a total of 714,286 shares of the Corporation’s common stock at a price of $0.56 per share at any time within a 24 month period from the date of closing.
Warrant #3 entitles the holder to purchase up to a total of 3,809,524 units at a price of $0.42 per unit at any time during the six month period from the date of closing of this offering. Each unit under warrant #3 consists of one share of common stock and two warrants. One warrant allows the holder to purchase up to 3,809,524 shares of common stock at a price of $0.42 any time during the period of twenty four months from the date of purchase. The other warrant allows the holder to purchase 2,857,142 shares of common stock at a price of $0.56 per share any time during the twenty four months from the date of closing of the purchase of these units under warrant 3.
On April 22, 2010, the Company issued 952,381 shares of common stock, and three (3) warrants for a total value of $400,000, per the private placement agreement explained above.
6.
Stock Subscriptions
The Company issued private placement subscription agreements. The total amount of common shares subscribed for cash at December 31, 2010 and March 31, 2010 was $0 and $400,000, respectively, See Note 5.
7.
Convertible Loan-Related Party
On July 02, 2007, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted. The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with ASC Topic 470 -20 the intrinsic value of the beneficial conversion feature has been recorded and valued at $0. Some terms were amended on September 9, 2009 but the conversion price
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eCRYPT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7.
Convertible Loan-Related Party continued
remained the same. The conversion terms were amended on February 26, 2010 to reflect the new conversion price of $0.81 per common stock, and adding that interest is also convertible.
On March 15, 2010, the Company authorized the issuance of 40,455 common shares for the share price of $0.81 per share for a convertible debenture dated July 2, 2007. The shares were issued on March 30, 2010 for $32,768 and the conversion of the debenture. The loans face value was $23,800 and accrued interest was $8,968.
8.
Note Payable-Related Party
The Company acquired on May 18, 2010 a $215,000 unsecured note payable from a shareholder. The note bears interest at 10%, compounded annually, matures in two years on May 18, 2012. As of December 31, 2010, $13,738 of interest has been recorded and reflected in the account accrued interest related-party.
9.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $33,428 and $307,770 and $0 and $4,544 of advertising expense during the three and nine months ended December 31, 2010 and 2009.
10.
Subsequent Events
On February 9, 2011 the Company appointed Mr. Wayne Curtis Weldon as Chairman of the Board of Directors. As compensation the Company has issued on February 9, 2011, 1,000,000 restricted shares of common stock subject to the terms and conditions of a Restricted Shares Agreement, a copy of which was filed as Exhibit 10.7 to the Form 8-K filed on February 9, 2011.
On February 15, 2011 the Company appointed Mr. Jay Cohen as Director of the Company. As compensation the Company has issued on February 15, 2011 150,000 restricted shares of common stock subject to the terms and conditions of a Restricted Shares Agreement, a copy of which was filed as Exhibit 10.8 to the Form 8-K filed on February 15, 2011.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
Overview & Plan of Operation
eCrypt Technologies, Inc. was incorporated in the State of Colorado on April 19, 2007. The Company provides encryption software which secures the transmission of, storage of, and access to digital information. Currently the Company is a development stage Company.
eCrypt’s primary business focus is on information security solutions which assist individuals and entities in securely transmitting, storing, and accessing information. The Company’s business operations are oriented around the development and sale of encryption solutions. To date the Company has earned limited revenue. The Company believes the majority of its revenues will be derived from software sales, both pre-packaged software and custom developed software, and service subscriptions. Initially, the Company’s business operations were also focused on the provision of Managed Communication Network Services (“MCNS”) and Information Technology (“IT”) consulting services. However, due to the lack of demand for these services, the Company has discontinued offering MCNS and IT consulting services as part of its business operations.
Currently, eCrypt develops and sells device-based encryption and security software for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices. The Company has developed, and is now selling via its eCommerce website, its flagship product, recently renamed eCrypt Mobile Mail Privacy, encryption software for email on BlackBerry® smartphones. As of December 31, 2010, the Company had not earned any revenue from sales of eCrypt Mobile Mail Privacy. The Company is also in the process of developing the next generation version of eCrypt Mobile Mail Privacy, named eCrypt Pro Mobile Mail Privacy.
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Additionally, the Company is currently in the process of developing a device agnostic email encryption solution which will be compatible with all internet enabled devices able to browse the internet, including PDAs, smartphones, laptops and desktop computers.
eCrypt is also developing and plans to sell device-based encryption and security software which protects email, Short Message Service (“SMS”), peer-to-peer (“P2P”), PIN-to-PIN, Instant Messaging (“IM”), Multimedia Message Service (“MMS”), and voice communications for users on such devices and mobile devices. Additionally, eCrypt is developing and plans to sell device-based secure access interfaces which allow users to conduct financial activities on mobile devices, as well as secure access User Interfaces (“UIs”) for mobile devices. eCrypt has the ability to customize its device-based encryption and security software, as well as its secure access UIs, for the purpose of securely storing, communicating and accessing information. In addition to the device-based software, eCrypt is also developing and plans to sell appliance-based encryption software for email servers and for the files stored on servers.
Over the next twelve (12) months, eCrypt will continue developing new products and existing product enhancements and strengthening strategic alliances. In particular, eCrypt plans to complete development and testing of, and release, its device agnostic solution.
Additionally, the Company has begun prospecting for distribution alliance partners and affiliates, and will be seeking to formalize these relationships in the second or third quarter of the 2011 fiscal year. Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.
In addition to the foregoing, in an effort to advance the business operations of the Company, over the next twelve (12) months the Company plans to undertake the following actions in the order in which they are listed:
1.
complete development of an email encryption solution compatible with the iPhone and all other internet enabled devices able to browse the internet;
2.
commence and complete ALPHA testing of an email solution compatible with the iPhone and all other internet enabled devices able to browse the internet;
3.
commence and complete BETA testing of an email solution compatible with the iPhone and all other internet enabled devices able to browse the internet;
4.
commence distribution of an email encryption solution compatible with the iPhone and all other internet enabled devices able to browse the internet, in accordance with all applicable import and export rules and regulations; and
5.
commence development of additional features and service for the device agnostic solution.
The foregoing business actions are goals of the Company. There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.
Results of Operations
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and nine months ended December 31, 2010. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.
Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).
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Results of Operation for eCrypt Technologies, Inc. for the Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009.
Revenue
During the three months ended December 31, 2010, the Company had revenues of $126 as compared to revenues of $4,503 during the three months ended December 31, 2009, a decrease of $4,377, or approximately 97%. The decrease in revenue experienced by the Company was primarily attributable to the fact that the Company discontinued offering MCNS and IT Consulting services as part of its business operations.
Operating Expenses
During the three months ended December 31, 2010, the Company had operating expenses of $90,513 as compared to operating expenses of $58,030 during the three months ended December 31, 2009, an increase of $32,483 or approximately 55.98%. The increase in operating expenses experienced by the Company was primarily attributable to the fact that the Company experienced an increase in advertisement and promotion expenses, and general and administrative expenses.
Net Loss
The Company had a net loss of $(96,337) for the three months ended December 31, 2010, as compared to a net loss of $(54,560) for the three months ended December 31, 2009, a change of $41,777 or approximately 76.57%. The change in net loss experienced by the Company was primarily attributable to the fact that the Company experienced an increase in operating expenses during the three months ended December 31, 2010.
Results of Operation for eCrypt Technologies, Inc. for the Nine Months Ended December 31, 2010 Compared to the Nine Months Ended December 31, 2009.
Revenue
During the nine months ended December 31, 2010, the Company had revenues of $996 as compared to revenues of $32,097 during the nine months ended December 31, 2009, a decrease of $31,101, or approximately 96.9%. The decrease in revenue experienced by the Company was primarily attributable to the fact that the Company has discontinued offering MCNS and IT Consulting services as part of its business operations.
Operating Expenses
During the nine months ended December 31, 2010, the Company had operating expenses of $523,256 as compared to operating expenses of $154,813 during the nine months ended December 31, 2009, an increase of $368,443 or approximately 237.99%. The increase in operating expenses experienced by the Company was primarily attributable to the fact that the Company experienced an increase in advertisement and promotion expenses, and general and administrative expenses.
Net Loss
The Company had a net loss of $(536,288) for the nine months ended December 31, 2010, as compared to a net loss of $(125,607) for the nine months ended December 31, 2009, a change of $410,681 or approximately 326.96%. The change in net loss experienced by the Company was primarily attributable
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to the fact that the Company experienced an increase in operating expenses during the nine months ended December 31, 2010.
Liquidity and Capital Resources
Currently, we have limited operating capital. The Company anticipates that it will require approximately $4,540,000 of working capital to complete all of its desired business activity during the next twelve months. Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the revenues generated from our business operations have not been sufficient to fund our operations or planned growth. As noted above, we will likely require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.
During the next twelve months, we plan to seek to generate the necessary capital to fund our business operations and complete our desired business activity through sales of our flagship product, eCrypt, and subscriptions of our device agnostic encryption solution. However, as of the period ended December 31, 2010, we have not generated any revenue through sales of eCrypt Mobile Mail Privacy. If we are unable to generate the necessary capital through the sales of these products, we may conduct a private placement offering to seek to raise the necessary working capital to fund our business operations.
The following discussion outlines the state of our liquidity and capital resources as of December 31, 2010:
Total Current Assets & Total Assets
Our unaudited balance sheet reflects that: i) as of December 31, 2010, we have total current assets of $30,901 as compared to total current assets of $332,366 at March 31, 2010, a decrease of $301,465, or approximately 90.7%; and ii) as of December 31, 2010, we have total assets of $44,335, compared to total assets of $352,422 as of March 31, 2010, a decrease of $308,087, or approximately 87.42%. The decrease in the Company’s total current assets and total assets from December 31, 2010 to March 31, 2010 was primarily attributable to the fact that the Company utilized available cash for operating expenses.
Cash: As of December 31, 2010, our unaudited balance sheet reflects that we have cash of $28,903, as compared to $332,256 at March 31, 2010, a decrease of $303,353, or approximately 91.3%. The decrease in the Company’s cash from December 31, 2010 to March 31, 2010 was primarily attributable to the fact that the Company utilized available cash for operating expenses.
Total Current Liabilities
Our unaudited balance sheet reflects that: i) as of December 31, 2010, we have total current liabilities of $250,249, as compared to total current liabilities of $22,048 at March 31, 2010, an increase of $228,201, or approximately 1,035.02%; and ii) as of December 31, 2010, we have total liabilities of $250,249, as compared to total liabilities of $22,048 at March 31, 2010, an increase of $228,201, or approximately 1,035.02%. The increase in the Company’s total current liabilities and total liabilities from December 31, 2010 to March 31, 2010 was primarily attributable to the fact that the Company received a loan from a related party.
Cash Flow for the Company for the Nine Month Period Ended December 31, 2010 as Compared to the Nine Month Period Ended December 31, 2009
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Operating Activities During the nine month period ended December 31, 2010, the net cash used by the Company in operating activities was $(518,353) as compared to net cash used in operating activities of $(109,742) during the nine month period ended December 31, 2009, a change of $408,611 or approximately 372.33%. The increase in our net cash used in operating activities was primarily attributable to an increase in net loss and interest on loan due to a related party.
Financing Activities During the nine month period ended December 31, 2010, the net cash provided by financing activities was $215,000 as compared to net cash used by financing activities of $25,125 during the nine month period ended December 31, 2009, an increase of $189,875, or approximately 755.72%. The change in net cash provided by financing activities was primarily attributable to the fact that the Company received cash via a loan from a related party, due May 18, 2012 and bearing interest at 10% per annum compounded annually.
Investing Activities During the nine month period ended December 31, 2010, the net cash used in investing activities was $nil as compared to net cash used in investing activities of $(2,338) during the nine month period ended December 31, 2009, a decrease of $2,338, or 100%. The change in net cash used in investing activities from the nine month period ended December 31, 2010 and the nine month period ended December 31, 2009 was primarily attributable to a decrease in computer equipment.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
ITEM 4.
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the 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 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, 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. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were
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effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Our principal officers also concluded that disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports that we file under the Exchange Act is accumulated and communicated to management including our principal officers to allow timely decisions regarding timely disclosures.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting during the period ended December 31, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II-OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 1A.
RISK FACTORS.
Not Applicable.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.
(REMOVED AND RESERVED).
ITEM 5.
OTHER INFORMATION.
None.
ITEM 6.
EXHIBITS.
(a)
The following exhibits are filed herewith:
31.1
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
eCRYPT TECHNOLOGIES, INC.
By: /S/ Brad Lever
Brad Lever, Chief Executive Officer, Chief Financial Officer
Date: February 16, 2010
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