Attached files
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| EX-32.1 - SECTION 906 CERTIFICATION - VGTel, Inc. | exh_32-1.htm |
| EX-31.1 - SECTION 302 CERTIFICATION - VGTel, Inc. | exh_31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number:
000-52983
VGTEL, INC.
(Exact name of Registrant as specified in its charter)
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State of New York
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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400 Rella Blvd. Suite 174
Suffern, NY
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01-0671426
10901
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(Address of principal executive offices)
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(Zip Code)
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845-368-0110
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 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 o
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). Yes o No x
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x o No
VGTel, Inc. had 12,244,489 shares of common stock outstanding on August 22, 2011.
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2011
INDEX
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PART I- FINANCIAL INFORMATION
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Item 1
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Unaudited Financial Statements
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3-5
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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6
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Item 3
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Quantitative and Qualitative Disclosures about Market Risk
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9
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Item 4
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Controls and Procedures
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9
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PART II - OTHER INFORMATION
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Item 1
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Legal Proceedings
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10
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Item 1A
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Risk Factors
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10
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Item 2
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Defaults Upon Senior Securities
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10
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Item 3
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Unregistered Sales of Equity Securities and Use of Proceeds
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10
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Item 4
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Reserved
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10
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Item 5
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Other Information
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10
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Item 6
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Exhibits
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11
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Signatures
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12
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PART I- FINANCIAL INFORMATION
VGTel Inc.
(a Development Stage Company)
Balance Sheets
(Unaudited)
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June 30,
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March 31,
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ASSETS
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2011
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2011
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 2,820 | $ | 2,859 | ||||
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Total Current Assets
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$ | 2,820 | $ | 2,859 | ||||
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Total Assets
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$ | 2,820 | $ | 2,859 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable & accrued liabilities
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396,667 | 35,920 | ||||||
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TOTAL CURRENT LIABILITIES
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396,667 | 35,920 | ||||||
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STOCKHOLDERS' EQUITY
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Preferred Stock,, $.001 par value,
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- | - | ||||||
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Authorized 10,000,000 shares, none issued
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Common stock, $ .0001 par value ,
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Authorized 200,000,000 shares Issued &
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outstanding 12,244,489 and 6,433,900
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1,224 | 1,224 | ||||||
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Subscriptions Receivable
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(2,981 | ) | (2,981 | ) | ||||
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Additional paid in capital
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893,059 | 724,854 | ||||||
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Accumulated other comprehensive gain (loss)
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Retained Earnings (Deficit)
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(360,786 | ) | (756,158 | ) | ||||
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Discontinued Operations
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(924,363 | ) | ||||||
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Total Stockholders' Equity
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(393,847 | ) | (33,061 | ) | ||||
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Total Liabilities and Stockholders' Equity
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2,820 | 2,859 | ||||||
The accompanying notes are an integral part of these financial statements.
VGTel Inc.
(a Development Stage Company)
Statements of Operations
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Accumulated From
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3 months ended
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3 months ended
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Inception April 1, 2011
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June 30, 2011
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June 30, 2010
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June 30, 2011
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REVENUES-
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$ | - | $ | 3,000 | $ | - | ||||||
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OPERATING EXPENSES
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General and administrative
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14,894 | 1,758 | 14,894 | |||||||||
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Research & Development
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- | 2,730 | - | |||||||||
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Imputed Officers' compensation & Rent
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- | 14,000 | - | |||||||||
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Depreciation and amortization
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- | 1,450 | - | |||||||||
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Professional Services - Consulting
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345,852 | - | 345,852 | |||||||||
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Total operating expenses
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360,786 | 19,938 | 360,786 | |||||||||
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Imputed Interest Expense
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- | 335 | - | |||||||||
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Net Loss from Continued Operations
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(360,786 | ) | (17,273 | ) | (360,786 | ) | ||||||
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NET LOSS
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$ | (360,786 | ) | $ | (17,273 | ) | $ | (360,786 | ) | |||
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INCOME (LOSS) PER COMMON SHARE-
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Basic and Diluted
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$ | (0.03 | ) | $ | (0.00 | ) | $ | (0.03 | ) | |||
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WEIGHTED AVERAGE NUMBER
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12,244,489 | 6,434,000 | ||||||||||
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OF SHARES OUTSTANDING
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The accompanying notes are an integral part of these financial statements.
VGTel Inc.
(a Development Stage Company)
Statements of Cash Flows
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Accumulated From
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3 Months Ended
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3 Months Ended
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Inception April 1, 2011
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June 30, 2011
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June 30, 2010
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June 30, 2011
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Cash flows from operating activities
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Net Income (Loss)
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$ | (360,786 | ) | $ | (17,273 | ) | $ | (360,786 | ) | |||
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Adjustments to reconcile net loss to net
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cash used in operating activities:
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Inputted Officer's Compensation & Rent
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- | 14,000 | - | |||||||||
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Depreciation and amortization
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- | 1,450 | - | |||||||||
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Inputed interest for due to Ron Kallus
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- | 335 | - | |||||||||
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Changes in assets and liabilities:
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Accounts receivable
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- | 30 | - | |||||||||
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Accounts payable & Accrued liabilities
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360,747 | (4,635 | ) | 360,747 | ||||||||
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Net cash (used in) operating activities
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(39 | ) | (6,093 | ) | (39 | ) | ||||||
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Cash flows from financing activities
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Shareholder Loan
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- | 6,000 | - | |||||||||
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Net cash provided by (used in) financing activities
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- | 6,000 | - | |||||||||
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Net increase (decrease ) in cash
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(29 | ) | (93 | ) | (39 | ) | ||||||
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Cash and cash equivalents, beginning of period
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2,859 | 1,331 | 2,859 | |||||||||
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Cash and cash equivalents, end of period
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$ | 2,820 | $ | 1,238 | $ | 2,820 | ||||||
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The accompanying notes are an integral part of these financial statements.
VGTel Inc.
(a Development Stage Company)
Notes to Unaudited Financial Statements
NOTE 1 – Basis of Presentation
The unaudited interim financial statements of VGTel, Inc. ( the” Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Article 10 of Regulations S-X in the United States of America and are presented in United States dollars. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended March 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The interim unaudited financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of Management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending March 31, 2012.
The Company spun off its prior telemarketing software business in January 2011 in contemplation of a merger with a private operating entity which did not materialize. The Company re-entered the development stage for reporting purposes beginning April 1, 2011.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company’s activities to date have been supported by equity financing. It has sustained a loss from inception of (924,363) from discontinued operations, and a net loss for the three month period ended June 30, 2011 of (360,786) for a total loss of (1,285,149) from inception from inception July 27, 2004 to June 30, 2011. Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.
NOTE 3 – RELATED PARTY TRANSACTIONS
Bruce Minsky a member of the board provided legal services to the firm in the amount of $38,552 and is owed a total of $74,442 for the period ended June 30, 2011.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Report and in our Annual Report on Form 10-K for the year ended March 31, 2011 (the “Annual Report).
The information in this Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements of historical or present facts, that address activities, events, outcomes, and other matters that the Company plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates, or anticipates (and other similar expressions) will, should, or may occur in the future. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “should,” “future,” “potential,” “continue,” variations of such words, and similar expressions identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
On December 30, 2010, after nearly five years of operating the business relating to the GMG assets with only minimal operations and continued losses, we determined to cease its business operations related to the GMG assets and seek to find a suitable business to enter into or to acquire a merger candidate.
On December 30, 2010, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among Joseph R. Indovina (the “Buyer” and/or “Indovina”), Ron Kallus, Niva Kallus, Israel Hason and individual shareholders (the “Sellers”), and the Company which closed on January 10, 2011. Pursuant to the terms of the Purchase Agreement, Indovina acquired 3,332,823 shares, or approximately 27.14%, of the issued and outstanding shares of our common stock from the Sellers with the Sellers receiving, in the aggregate, two hundred sixty five thousand six hundred thirteen dollars ($265,613.00) from Indovina for the purchase. On January 10, 2011, in accordance with the Purchase Agreement, Ron Kallus, Niva Kallus, Israel Hason, our then current officers and directors resigned and Indovina was named our President, Secretary and Director.
Pursuant to the Stock Purchase Agreement at or prior to the Closing Date, the GMG intellectual properties, products, assets, the VGTel name, and business was spun out from us to Ron Kallus and Israel Hason in exchange for the following:
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1.
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Canceling 1,246,000 of our common shares owned by Ron Kallus and Israel Hason.
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2.
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Transferring all of our accounts receivable and accounts payable to NYN International.
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3.
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Forgiveness of Officer’s Loan to the Company amounting to $31,323.
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4.
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Forgiveness of $6,250 in accrued expenses owed to Yoav Kallus for development.
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5.
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Forgiveness of $6,480 accrued expenses owed to NYN International, a company owned by Ron Kallus.
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On February 24, 2011 we executed an Agreement and Plan of Share Exchange (the “Exchange Agreement”) with Venture Industries, Inc., a company organized under the laws of the state of Nevada, pursuant to which we would acquire 100% of the issued and outstanding shares of Venture, in exchange for the issuance of 17,698,571 shares of our common stock, par value $0.0001. The shares that we would issue to the shareholders of Venture would have constituted 65% of our issued and outstanding common stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Exchange Agreement and after giving effect to the Cancellation Agreement canceling a specific number of shares from our Sole Officer who was resigning.
On June 30, 2011, the Company received a letter dated July (sic) 29, 2011 from Lawrence Harris as President of Venture, terminating the agreement with Venture. The letter alleged breaches of the agreement by us, including the removal of Lawrence Harris as our President on June 28, 2011. Upon further investigation by our Board of Directors, we determined that issues and disputes existed as to whether the share exchange transaction had closed. We then determined on July 19, 2011, to accept the termination of the agreement by Venture pursuant to the letter.
We are now a Shell Company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and will seek appropriate business opportunities.
Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through starting up a new business or a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities has and will be undertaken by or under the supervision of our officers and directors. We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury.
During the next 12 months we anticipate incurring costs related to:
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(i)
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filing of Exchange Act reports, and
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(ii)
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costs relating to consummating an acquisition.
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None of our officers or our director have had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Future Financings
We may require additional financing in order to enable us to startup a business or to acquire a business. We will seek to raise a minimum of $500,000 over the next 12 months to pay for our ongoing expenses while we investigate opportunities. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
Results of Operations:
Total operating expenses for the three months ended June 30, 2011 was $360,786 as compared to $19,938 for the three month ended June 30, 2010. During the three months ended June 30, 2011 we had $14,895 in administrative expenses as compared to $1,758 for the three month ended June 30, 2010. During the three month period ended June 2011 we had $345,852 for professional services as compared to $0 for the three months ended June 30, 2010. Professional services in 2011 consisted of legal and advisory services generated in connection with the discontinuation of the GMG assets, the failed transaction with Venture Industries, and the restructuring of the Company.
The Company reported a net loss for the three month period ending June 30, 2011 of (360,786) reflecting the $345,852 in professional services, as compared to ($17,273) for the three month ended June 30, 2010.
The Company incurred $0 development expenses during the three month ended June 30, 2011 as compared to $2,730 additional development expenses during the three month ending June 30, 2010 reflecting the discontinuation of GMG business during 2011.
Revenues during the three months ended June 30, 2011 was $00 as compared to $3,000 for the three month ended June 30, 2010, reflecting the discontinuation of the business related to the GMG assets during the three month ended June 30, 2011.
Net Loss during the three month ended June 30, 2011 was $360,786) as compared to ($17,273) for the three month ended June 30, 2010.
As reflected in the accompanying financial statements, we had an accumulated deficit of (924,363) from discontinued operations and a net loss for the three month period ended June 30, 2011 of (360,787).. This raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Liquidity and Capital Resources:
As of June 30, 2011 the Company had $2,820 in cash, compared to $ 1,238 as of June 30, 2010.
Net cash used in operating activities was ($39) for the three month ended June 30, 2011 compared to ($6,093) for the period ended June 30, 2010.
The Company intends to meet its long-term liquidity needs through available cash and cash flow as well as through additional financing from outside sources. Additional issuances of equity or convertible debt securities will result in dilution to the current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fully execute our Plan of Operations to expand our business, which could significantly and materially restrict our business operations. If additional capital is raised through the sale of additional equity or convertible securities, substantial dilution to our stockholders is likely to occur which may result in a partial or substantial loss to your investment in our common stock.
We presently do not have any arrangements for additional financing, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
If the Company fails to raise additional funds to execute its expansion plan, it is likely that the Company will not be able to operate as a viable entity and may be forced to go out of business.
Off Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
ITEM 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision of our sole executive officer who is also the principal financial officer, we have evaluated the effectiveness of the design and operation of the Company's “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).
Based on that evaluation, our principal executive officer concluded that our disclosure controls and procedures were not effective because of certain deficiencies involving internal controls which constituted a material weakness as discussed below.
The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:
• The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.
• The Company does not have a comprehensive and formalized accounting and procedures manual.
Management has concluded that until we have sufficient financial resources to supplement our accounting personnel, this material weakness will continue
Notwithstanding our principal executive officer’s conclusion, the material weakness identified did not result in the restatement of any previously reported financial statements or any other related financial disclosures, nor does management believe that the accuracy of our financial statements for the current reporting period were affected.
(b) Changes in Internal Controls.
There was no change in our internal controls over financial reporting that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting during the quarter covered by this Report.
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Part II.
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OTHER INFORMATION
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Legal Proceedings
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None.
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Risk Factors
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Item 1A. Risk Factors
As of the date of this filing, there have been no material changes from the risk factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the year ended March 31, 2011. An investment in our common stock involves various risks. When considering an investment in our company, you should carefully consider all of the risk factors described herein and in our Annual Report. These matters specifically identified are not the only risks and uncertainties facing us and there may be additional matters that are not known to us or that we currently consider immaterial. All of these risks and uncertainties could adversely affect our business, financial condition or future results and, thus, the value of an investment in our company.
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Unregistered Sales of Equity Securities and Use of Proceeds
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None.
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Defaults Upon Senior Securities
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None.
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[Reserved.]
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Other Information
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Not applicable.
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ITEM 6.
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 10-K
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Exhibit
Number
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Description
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Incorporated by Reference to:
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Filed
Herewith
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1
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Articles of Incorporation
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Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed May 23, 2006
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2
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By Laws
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Exhibit 3.3 to the Company’s Registration Statement on Form SB-2, filed May 23, 2006
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3
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Amended Articles of Incorporation
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Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on January 3, 2011
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4
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Stock Purchase Agreement
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Exhibit 10.1 to the Company’s Current Report on Form 8K/A, filed on February 11, 2011
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5
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2011 Equity Incentive Plan
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Exhibit 10.2 to the Company’s Form 10-K for the period ending March 31, 2011, filed August 17, 2011
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6
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Amended Articles of Incorporation
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Exhibit 3.4 to the Company’s Form 10-K for the period ending March 31, 2011, filed August 17, 2011
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7
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Letter from Venture to VGTel
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Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on July 29, 2011
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8
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Letter to Larry Harris from VGTel
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Exhibit 99.2. to the Company’s Current Report on Form 8-K, filed on July 29, 2011
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31.1
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Certification of Joseph Indovina Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Joseph Indovina Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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SIGNATURES
Pursuant to the requirements of Section 13 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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VGTel, Inc.
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Date: August 22, 2011
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By:
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/s/ Joseph Indovina
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Joseph Indovina
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Executive Vice President, Principal Executive Officer
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VGTel, Inc.
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Date: August 22, 2011
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By:
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/s/ Joseph Indovina
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Joseph Indovina
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Principal Financial Officer
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VGTel, Inc.
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Date: August 22, 2011
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By:
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/s/ Joseph Indovina
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Joseph Indovina
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Principal Accounting Officer
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