Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Seratosa Inc.Financial_Report.xls
EX-32 - Seratosa Inc.stoa10q0507exhib321.htm
EX-31 - Seratosa Inc.stoa10q0507exhib311.htm
EX-32 - Seratosa Inc.stoa10q0507exhib322.htm
EX-31 - Seratosa Inc.stoa10q0507exhib312.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 March 31, 2012.

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to to

 

Commission File Number: 000-51815

 

SITOA GLOBAL inc.

(Exact name of registrant as specified in its charter)

 

Delaware 20-1945139
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
2225 East Bayshore Road Suite 200 Palo Alto, CA 94303 (Address of principal executive offices, including Zip Code)

 

(415) 830-6210

(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.

[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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (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 Act).

[ ] Yes [X] No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class Outstanding as of May 9, 2012
Common stock, $0.002 par value 28,246,131

 

 

1
 

 

TABLE OF CONTENTS
     
Part I - Financial Information 
    Page
Item 1 Financial Statements F-1 -- F-7
Item 2 Management's Discussion and Analysis or Plan of Operation 4
Item 3 Quantitative and Qualitative Disclosure About Market Risk 10
Item 4 Controls and Procedures 10
     
Part II - Other Information 
Item 1.  Legal Proceedings 11
Item 1A. Risk Factors 12
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 Compensation of Directors 12
Item 4 Exhibits 12
Signatures   13

 

2
 

SITOA GLOBAL INC.
                 
                 
INDEX TO  FINANCIAL STATEMENTS
                 
 
                 
                 
                Page
                 
Condensed Balance Sheet at March 31, 2012 (unaudited) and December 31, 2011 F-1
                 
Condensed Statements of Operations for the three months ended March 31, 2012 and 2011 (unaudited) F-2
                 
Condensed Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited) F-3
                 
Notes to Condensed Financial Statements (unaudited) F-4

 

 

3
 

 

SITOA GLOBAL INC.
Condensed Balance Sheets
       
               
          March 31   December 31
          2012   2011
          (Unaudited)   (I)
               
ASSETS      
               
Current assets          
  Cash and cash equivalents   $ 58,557 $            40,373
      Total current assets                58,557              40,373
               
Fixed assets, net     5,833   6,667
               
      Total assets   $            64,390  $            47,040
               
               
LIABILITIES AND STOCKHOLDERS' DEFICIT          
               
CURRENT LIABILITIES          
  Convertible Debentures   $            70,000 $          110,000
  Accounts payable and other accruals, including related party liabilities of $95,000 as of March 31, 2012 and $80,000 as of December 31, 2011              414,230            407,884
      Total current liabilities              484,230            517,884
               
      Total liabilities              484,230            517,884
               
Commitments and contingencies (Note 5)          
STOCKHOLDERS' DEFICIT          
  Common stock           
    Authorized 250,000,000 shares at par value of $ 0.002 each          
    Issued and outstanding 28,246,131 shares as of March 31, 2012 and 26,871,131 shares as of December 31, 2011     56,492              53,742
  Additional paid-in capital     34,692,662        34,417,162
  Subscriptions received     461,874            442,674
  Accumulated deficit        (35,630,868)      (35,384,422)
    Total stockholders' deficit             (419,840)           (470,844)
               
  Total liabilities and stockholders' deficit   $            64,390  $            47,040
               
(I) Derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011
The accompanying notes are an integral part of these condensed financial statements          

 

 

F-1
 

 

SITOA GLOBAL INC.
Condensed Statements of Operations
       
               
          Three Months Ended March 31,
          2012   2011
          (Unaudited)   (Unaudited)
               
Service Revenue   $ 812,530 $                           -
Cost of Service     588,100                             -
Gross Profit                    224,430                             -
               
Operating Expenses          
  General and administrative     232,542                    74,661
  Depreciation     833                             -
  Stock-based compensation (Note 3)     237,500                    81,250
Total Operating Expenses                    470,875                  155,911
               
Loss from Operations                   (246,445)                 (155,911)
               
Interest Expense                               -                  (10,774)
Loss before provisions for income taxes                   (246,445)                 (166,685)
               
Provision for income taxes                               -                             -
Net Loss   $               (246,445)  $               (166,685)
               
Net loss per common share - basic and fully diluted:          
   Net loss for the year                         (0.01)                      (0.02)
               
Weighted average number of basic and fully diluted common shares outstanding          
    27,393,109   9,108,844
               
The accompanying notes are an integral part of these condensed financial statements

 

 

F-2
 

 

SITOA GLOBAL INC.
Condensed Statements of Cash Flows
       
               
          Three Months Ended March 31,
          2012   2011
          (Unaudited)   (Unaudited)
               
               
Cash flows from operations:          
  Loss from continuing operations   $               (246,445)  $               (166,685)
  Adjustment to reconcile net loss to net cash used in operating activities:          
    Depreciation expense                          833                             -
    Stock compensation expensed                    237,500                    81,250
  Changes in operating assets and liabilities:          
    Prepaids                               -                  (10,663)
    Accounts payable and other accruals                        6,346                  (85,380)
    Interest payable                               -                    10,774
Net cash used in operations                      (1,766)                 (170,704)
               
Investment activities:          
Net cash used in investment activities                               -                             -
               
Financing activities:          
  Share subscriptions received                      19,950                             -
  Finders fees paid                                -                             -
Net cash provided by financing activities                      19,950                             -
               
Net increase / (decrease) in cash                      18,184                 (170,704)
               
Balances per prior period balance sheet                      40,373                  200,176
Ending balances   $                  58,557 $                  29,472
               
Non-cash transactions          
  Conversion of interest payable to equity   $                           - $                  53,333
  Conversion of convertible debenture to equity   $                  40,000 $                           -
               
The accompanying notes are an integral part of these condensed financial statements    

 

 

F-3
 

 

Part I – Financial Information

 

 

 

 Item 1. Financial Statements

 

1. BASIS OF PRESENTATION – GOING CONCERN

 

The Company specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

 

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees including revenue shares. The Company currently hosts five existing e-commerce solutions and has recently entered into two partnership agreements to develop additional e-commerce solutions.

 

These financial statements of Sitoa Global Inc. (the “Company”), www.sitoaglobal.com, have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

The Company experienced losses amounting to $2,146,296 since January 1, 2011 and has negative working capital as of March 31, 2012, which raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There are no assurances that the Company will be successful in achieving these goals.

The Company believes that it can continue to receive revenues from its five customers and acquire additional customers that could engage the Company to develop and host e-commerce solutions for them. The Company expects to continue utilizing its efficient cost structure by sourcing personnel in Asia for servicing its customers. In order to accelerate the growth of the Company, it will also consider raising additional funding from investors.

 

These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

 

We have prepared the unaudited condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim periods. The unaudited condensed financial statements included herein reflect all normal recurring adjustments, which are, in the opinion of our management, necessary to state fairly the results of operations and financial position for the periods presented. The results for the three month period ended March 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2012 or for any interim or future period.

 

These unaudited condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 

 

F-4
 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

 

 

CERTAIN RISKS AND UNCERTAINTIES

The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services. Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term. The Company currently has three customers who provide all of the Company’s recurring revenue. Loss of any one of these customers would have a significant impact on the Company’s revenue.

 

 

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

 

Sitoa Global specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the one reportable segment online e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision making group, does not use assets as a basis to evaluate a segment’s performance.

 

 

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

 

Fixed Assets

Fixed assets are carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives. Estimated useful life of the computer equipment is 3 years.

 

RECLASSIFCATION

Certain prior year amounts have been reclassified to conform with the current year presentation.

 

 

STOCK-BASED COMPENSATION

The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.

 

 

Loss Per Share

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable, interest payable, shareholder loans and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.

 

 

REVENUE RECOGNITION

The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.

 

 

COST OF SERVICE

Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting services to individual customers. The Company utilizes an outsourced staffing firm with offices in China.

 

 

CAPITALIZATION OF SOFTWARE

The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. Development cost of various platforms is being expensed. The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.

 

 

New Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, Presentation on Comprehensive Income. ASU 2011-05 provides guidance that allows companies the option of how to present the components of, and a total, for net income, the components of, and a total, for other comprehensive income, and a total for comprehensive income as either one continuous statement of comprehensive income or in two separate but consecutive statements. There will no longer be the option to present items of other comprehensive income in the statement of stockholders' equity.

 

There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

 

 

F-5
 

3. STOCKHOLDERS’ DEFICIT

 

Common Shares

 

Authorized common shares of the Company consist of 250,000,000 shares with a par value of $0.002 each.

 

Debt-to-Equity Conversions

 

On March 13, 2012, the Company issued 1,000,000 shares of its common stock to a convertible note holder with respect to the conversion of $40,000 in outstanding principal pursuant to the convertible debenture issued by the Company on December 1, 2008 in the amount of $40,000 at a conversion price of $0.04 per share. 

 

Employee Stock Option Plan

 

The Company has a stock option and incentive plan, the “Stock Option Plan”. The exercise price for all equity awards issued under the Stock Option Plan is based on the fair market value of the common share price which is the closing price quoted on the OTCQB on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two-year to three-year period, and have a five year life.

 

The Stock Option Plan allows for the issuance of stock options, stock awards, or other incentives. An aggregate of 25,000,000 shares are authorized under the Stock Option Plan. As of March 31, 2012, there are 24,590,000 shares reserved for future grants under the Stock Option Plan.

 

Stock-Based Compensation

 

A summary of the Company’s stock option activity during the three months ended March 31, 2012 is presented below:

 

    Number of options Weighted Average Exercise Price Weighted Average Grant-date Fair Value Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

Options Outstanding, December 31, 2011   3,447,500 0.37

 

0.77

 

4.3

 

$0

Less: Options canceled     3,037,500 0.31

 

0.60

 

 

$0

 

Options Outstanding, March 31, 2012

  410,000 0.83

 

 

2.02

 

 

2.8

 

 

$0

Vested

March 31, 2012

  197,917 0.60

 

2.80

 

3.4

 

$0

Expected to vest

March 31, 2012

  52,083 0.60

 

2.80

 

3.4

 

$0

 

Expected to vest options outstanding as of March 31, 2012 will vest on a monthly basis as per executive employment agreement.

 

As of March 31, 2012, total compensation cost related to unvested stock-based awards granted to employees, but not yet recognized, was $145,833 net of estimated forfeitures. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 0.4 years and will be adjusted for subsequent changes in estimated forfeitures. Future option grants will increase the amount of compensation expense that will be recorded.

 

Options outstanding as of March 31, 2012 vested as follows:

 

Vested three months ended Range of Exercise Prices Number of Shares Weighted Average Exercise Price Compensation Expense to be Recognized

Aggregate Intrinsic

Value

             
March 31, 2012 0.30-0.60   281,250 0.33 $237,500 $0
               

 

 

The 410,000 options outstanding as of March 31, 2012 have a weighted average remaining contractual term of 2.8 years.

 

F-6
 

 

4. RELATED PARTY TRANSACTIONS

 

Accounts payable and other accruals includes $95,000 of accrued salary due to the Company’s Chief Executive Officer as of March 31, 2012, compared to $80,000 of accrued salary to the Company’s Chief Executive Officer as of December 31, 2011.

 

 

5. CONCENTRATION OF CUSTOMERS

 

For the three months ended March 31, 2012, we earned 43% of our service revenue from 4-GS, 17% from ZBL Cybermarketing, 14% from i-Media, 17% from Chunjie365, and 9% from Sonsi. We will continue to seek diversifying our revenue sources from our current and new customers but there is no guarantee that the e-commerce solutions that we host will produce revenues.

 

 

 

 

F-7
 

Item 2. Management’s Discussion and Analysis or Plan of Operation

 

Forward Looking Statements

 

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. Any or all of the forward-looking statements in this periodic report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

 

·        dependence on key personnel;

·        competitive factors;

·        degree of success of research and development programs;

·        the operation of our business; and

·        general economic conditions in the United States and Asia-Pacific Region.

 

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this periodic report.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

 

  • “Sitoa Global” the “Company,” “we,” “us,” or “our,” are to the business of Sitoa Global Inc., a Delaware corporation;
  • “PRC” or “China” are to the People’s Republic of China;
  • “SEC” are to the Securities and Exchange Commission;
  • “Securities Act” are to the Securities Act of 1933, as amended;
  • “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
  • “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.
4
 

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this quarterly report and the most recent Form 10-K and Form 10-Q. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

 

Overview

 

Sitoa Global specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

 

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees including revenue share agreements. The Company currently hosts five existing e-commerce solutions:

 

  1. 4-GS, Ltd. (www.4-gs.com) is a B2B e-commerce platform that optimizes supply chain sourcing for international enterprise customers through B2B Search Engine Optimization (SEO), e-catalog and inventory management systems and a transaction platform.
  2. ZBL Cybermarketing, Ltd. is Google's largest Search Engine Marketing (SEM) and Search Engine Optimization (SEO) provider in Northern China and utilizes the Company’s e-commerce solutions to identify and engage targeted consumer segments and optimize purchase conversions.
  3. iMedia, Ltd. is a mobile advertising platform that enables online vendors to reach and engage its customer audience through mobile ads and apps. It is the No. 1 mobile advertising agency to the No. 1 media portal QQ which is the largest instant messaging operator in China with 360 million users and 86% market share.
  4. Chunjie365 (www.chunjie365.com) is a bi-lingual e-commerce site in China targeting consumer and corporate online customers looking to purchase both U.S. specialty products and Chinese gift items that are rare and unique. Chunjie365 has partnered with several U.S. and Asian specialty product manufacturers and has made more than 1,000 gift items available on its site.
  5. Sonsi, Inc. (www.sonsi.lanebryant.com) is a destination e-commerce site for women sizes 12 and up and allows them to purchase retail clothing products as well as social networking through Sonsi Living, www.sonsiliving.com.

 

Recent Developments

 

The Company has recently entered into two partnership agreements to develop additional e-commerce solutions.

 

  1. ShopShip2PH is an e-commerce site that targets Overseas Foreign Workers (“OFW’s”) from the Philippines, living overseas for employment, and allows them to purchase products online and then have them shipped directly to the Philippines. ShopShip2PH has partnered with LBC Express www.lbcexpress.com, the 2nd largest shipping company in the Philippines. LBC Express will market the site to their 2 million OFW customers and also allow them to use their membership points to redeem for products bought online through ShopShip2PH.
  2. The Company is developing an e-commerce site for BCLN Golf, Ltd. www.bclngolf.com that enables online sales of BCLN’s golf apparel as well as other golf related products from US and European golf specialty companies. BCLN Golf, Ltd. is the 3rd largest golf apparel designer and retailer in Hong Kong and Mainland China and currently sells its products in pro shops only located in golf courses throughout both countries.

 

Liquidity and Capital Resources

 

Our registered independent auditors for the year ended December 31, 2011 have issued a going concern opinion as per our most recent Form 10-K.  This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital or generate revenues to pay our bills.  We believe that we can participate in the growth of e-commerce and social media as a provider of e-commerce solutions and services. We believe that we have established a viable business model with multiple customers and a technology base that can further grow through referrals and business development activities. Our other source for cash at this time is investments by others in the Company.  We may need to raise cash to fully implement our projects and stay in business.

 

On March 31, 2012, we had a working capital deficit of $425,673 compared with a working capital deficit of $477,511 on December 31, 2011. The decrease is due to an increase in cash and cash equivalents, and reduction of current liabilities. Operating activities used $1,766 in cash in the three months ended March 31, 2012.  Investing activities in the three months ended March 31, 2012 used zero.  Financing activities provided $19,950 in the three months ended March 31, 2012.

 

We may not have enough working capital to complete our plan of operations.  If it turns out that we have not raised enough capital to complete our anticipated business development, we will try to raise additional funds from private placements or loans. There is no assurance that we will raise additional capital in the future or that future financings will be available to us on acceptable terms.  If we require additional capital and are unable to raise it, we may have to suspend or cease operations.

 

Revenue Recognition

 

We earned revenue from providing hosting and integration services to 4-GS, Ltd., ZBL Cybermarketing, Ltd., i-Media, Ltd., Chunjie365 and Sonsi Inc. For all five companies, we provide e-commerce solutions with our US engineering team and outsourced personnel in Asia. We charge 4-GS, ZBL Cybermarketing and i-Media monthly minimum integration and hosting fees plus additional professional hourly fees for project management and consulting. The fee arrangement with those three companies is covered under the strategic partnership agreement with Soconison Technology Ventures, dated July 11, 2011. Soconison Technology Ventures is a shareholder in 4-GS, ZBL Cybermarketing and i-Media. From Chunjie365, we receive a revenue share of their e-commerce transactions. From Sonsi, we earn monthly minimum hosting fees plus hourly professional fees for additional integration services.

 

9
 

Results of Operation

 

Service Revenue

 

Service Revenues were $812,530 and $0 for the three months ended March 31, 2012 and 2011, respectively. The increase is due to recognizing revenue from our five customers.

 

Cost of Service

 

Cost of Service was $588,100 and $0 for the three months ended March 31, 2012 and 2011, respectively. The increase is due to the development and hosting of e-commerce solutions for our customers which were performed by an outsourced development team and overseen by the Company’s project management.

 

Operating Expenses

 

General and administrative:  General and administrative expenses were $232,542 and $74,661 for the three months ended March 31, 2012 and 2011, respectively. The increase is due to servicing of our customers and business development activities.

 

Stock-based compensation:  Stock-based compensation expenses were $237,500 and $81,250 for the three months ended March 31, 2012 and 2011, respectively. The increase is due to vesting of share options of our former CEO.

 

Interest Expense 

 

Interest expense was $0 and $10,774 for the three months ended March 31, 2012 and 2011, respectively. The decrease is due to the conversion of the accrued and unpaid interest, and the principal amount of $250,000 pursuant to the convertible debenture issued by the Company on November 11, 2008.

 

Net Loss

 

The Company had a net loss of $246,445 for the three months ended March 31, 2012 as compared to a net loss of $166,685 for the three months ended March 31, 2011. The increase is primarily due to vesting of share options of our former CEO.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company” (as defined by §229.10(f)(1)), the Company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-415(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the 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 Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during our fiscal quarter of the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

10
 

Part II – Other Information

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

 

Synnex Corp. v. Sitoa International, Inc., et al.

 

The Company has been joined as third-party defendant in Synnex Corp. v. Sitoa International, Inc., et al., filed in the Superior Court of California, Alameda County. On October 1, 2010, Synnex Corp., a supplier of electronics products, originally brought suit against Sitoa Corporation, an internet re-seller controlled by our former Chief Executive Officer, Mr. Calbert Lai, alleging liability for approximately $54,000 of unpaid product. Sitoa Corporation admitted owing the amount but contended that this liability should be set off against Synnex's liability to Sitoa Corporation for lost profits and other damages suffered by them, due to a pricing error committed by Synnex in December 2009. On October 14, 2010, the Company answered the original complaint and filed a cross-complaint against Synnex, seeking to recover damages for the pricing error.

 

On October 11, 2011, Synnex amended its complaint to include the Company as a defendant, under the mistaken belief that the Company is responsible for the debts and obligations of Sitoa Corporation, including the $54,000 that is the subject of Synnex’s complaint.

 

We do not believe that Synnex’s claim against the Company has any merit. We originally changed our name to Sitoa Global, Inc. in anticipation of a merger with Sitoa Corporation which was never consummated. Instead, we entered into a software licensing agreement with Sitoa Corporation, in connection with which, we issued shares of our common stock to Sitoa Corporation and Mr. Calbert Lai, the Chief Executive Officer of Sitoa Corporation, was appointed as our Chief Executive Officer. However, on March 1, 2012, we rescinded and terminated the software licensing agreement, pursuant to a Rescission and Termination Agreement, dated March 1, 2012, between the Company and Sitoa Corporation, and in connection therewith, Sitoa Corporation returned the shares issued in connection with the agreement and Mr. Lai resigned from his position with the Company. As such, we are no longer affiliated with Sitoa Corporation and we were not affiliated with Sitoa Corporation at the time when the issue in question occurred. Furthermore, Sitoa Corporation has admitted to owing the amount claimed by Synnex in the case. Trial in the case is scheduled for October 2, 2012.

 

11
 

Item 1A. Risk Factors

 

The Company, as a “smaller reporting company” (as defined by §229.10(f)(1)), is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities

 

On March 28, 2012, the Company entered into a Securities Purchase Agreement to issue 1,250,000 shares of its common stock in a private placement with Dennis Schmal, a Director of the Board, for aggregate proceeds of $50,000, or $0.04 per share. The issuance of shares to the investor will be made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder.

 

Item 3. COMPENSATION OF DIRECTORS

 

On March 13, 2012, the Company granted Dennis Schmal, a Director of the Board, 500,000 restricted shares of its common stock as board compensation. The restricted shares will vest ratably in two installments on September 12, 2012 and March 12, 2013, subject to Mr. Schmal’s continued board membership.

 

Item 4. Exhibits

 

 

Exhibit No.   Description
31.1   Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
12
 

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.

 

 

SITOA GLOBAL INC.

 

May 9, 2012

/s/ George Yu

George Yu

President, Chief Executive and Financial Officer

(Principal Executive Officer)

 

 

   
   
13
 
Exhibit No.   Description
31.1   Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
14