ONLINE INTERNET NETWORK, INC. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - ONLINE INTERNET NETWORK, INC.	Financial_Report.xls
EX-32.1 - EX. 32.1 - ONLINE INTERNET NETWORK, INC.	ex32.htm
EX-21 - SUBSIDIARIES OF ONLINE INTERNET NETWORK, INC. - ONLINE INTERNET NETWORK, INC.	ex21.htm
EX-31.1 - EX. 31.1 - ONLINE INTERNET NETWORK, INC.	ex31.htm
EX-10.1 - GIBBS EMPLOYMENT AGREEMENT DATED AUGUST 1, 2012 - ONLINE INTERNET NETWORK, INC.	ex10_1.htm
EX-99.1 - RESCISSION OF SPIN-OFF AND TRADEMARK AGREEMENT DATED OCTOBER 26, 2012 - ONLINE INTERNET NETWORK, INC.	ex99_1.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 September 30, 2012

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

Commission file number 000-54607

ONLINE INTERNET NETWORK, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-3195252
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8589 Aero Drive, Suite 200, San Diego, CA		92123
(Address of principal executive offices)		(Zip Code)

(858) 634-6600

(Registrant’s telephone number, including area code)

Copies of Communications to:

Stoecklein Law Group, LLP

401 West A Street

Suite 1150

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-1325

Indicate by check mark whether the issuer (1) 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 ¨

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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 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 ¨ No x

The number of shares of Common Stock, $0.001 par value, outstanding on November 13, 2012 was 15,678,840 shares.

ONLINE INTERNET NETWORK, INC.

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

Index to Report on Form 10-Q

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4T.	Controls and Procedures	19

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures

Item 5.	Other Information	20

Item 6.	Exhibits	21

	Signatures	22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)
	September 30,			March 31,
	2012			2012

ASSETS

Current assets:
Cash	$	2,644		$	-
Total current assets		2,644			-

Other assets:
Trademark, net		1,376			1,457
Website, net		-			-
Total other assets		1,376			1,457

Total assets	$	4,020		$	1,457

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Bank overdraft	$	-		$	2,266
Accounts payable		1,574			8,838
Accounts payable - related party		17,085			-
Accrued executive compensation		4,500			-
Deferred revenue		1,272			-
Total current liabilities		24,431			11,104

Long term liabilities:
Accrued interest payable		6,521			3,638
Accrued interest payable - related party		524			-
Line of credit		96,381			91,081
Line of credit - related party		37,150			-
Total long term liabilities		140,576			94,719

Total liabilities		165,007			105,823

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of September 30, 2012 and March 31, 2012		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 15,678,840 and 15,678,840 shares issued and
outstanding as of September 30, 2012 and March 31, 2012, respectively		15,679			15,679
Additional paid-in capital		94,400			86,099
Deficit accumulated during development stage		(271,066	)		(206,144	)
Total stockholders' deficit		(160,987	)		(104,366	)

Total liabilities and stockholders' deficit	$	4,020		$	1,457

See Accompanying Notes to Consolidated Financial Statements.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY
(FORMERLY SPORT TECH ENTERPRISES, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


	For the			For the			For the			For the			Inception
	three months			three months			six months			six months			(July 28, 2010)
	ended			ended			ended			ended			to
	September 30,			September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011			2012

Revenue	$	123		$	-		$	123		$	-		$	123

Operating expenses:
General and administrative		1,587			2,421			2,575			2,865			9,289
Amortization		40			40			80			80			289
Salaries and wages		7,177			16,231			20,956			32,986			102,456
Professional fees		17,655			1,304			38,026			47,804			151,108
Impairment of assets		-			-			-			-			1,003

Total operating expenses		26,459			19,996			61,637			83,735			264,145

Other income (expenses):
Interest income		-			-			-			1			1
Interest expense		(1,439	)		(710	)		(2,884	)		(1,165	)		(6,521	)
Interest expense - related party		(448	)		-			(524	)		-			(524	)

Total other income (expenses)		(1,887	)		(710	)		(3,408	)		(1,164	)		(7,044	)

Net loss	$	(28,223	)	$	(20,706	)	$	(64,922	)	$	(84,899	)	$	(271,066	)


Net loss per common share - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of common shares		15,678,840			14,958,840			15,678,840			12,591,150
outstanding - basic

See Accompanying Notes to Consolidated Financial Statements.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY
(FORMERLY SPORT TECH ENTERPRISES, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	For the			For the			Inception
	six months			six months			(July 28, 2010)
	ended			ended			to
	September 30,			September 30,			September 30,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(64,922	)	$	(84,899	)	$	(271,066	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		-			-			5,000
Impairment of goodwill		-			-			2,000
Amortization		80			80			289
Impairment of assets		-			-			1,003
Changes in operating assets and liabilities:
Increase in accounts payable		1,038			9,586			32,534
Increase in accounts payable - related party		17,085			-			17,085
Increase in accrued executive compensation		4,500			-			4,500
Increase in deferred revenue		1,272			-			1,272
Increase in accrued interest payable		2,883			-			6,521
Increase in accrued interest payable - related party		524			1,165			524

Net cash used in operating activities		(37,540	)		(74,068	)		(200,338	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for trademarks		-			-			(2,425	)
Payments for website development		-			-			(244	)
Net liabilities in acquisition of Squareroot, Inc.		-			-			(800	)

Net cash used in investing activities		-			-			(3,469	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(2,266	)		-			-
Proceeds from line of credit - related party		42,450			33,695			133,531
Proceeds from sale of common stock, net of offering costs		-			40,720			72,920

Net cash provided by financing activities		40,184			74,415			206,451

NET CHANGE IN CASH		2,644			347			2,644

CASH AT BEGINNING OF PERIOD		-			682			-

CASH AT END OF PERIOD	$	2,644		$	1,029		$	2,644


SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash activities:
Shares issued for services	$	-		$	-		$	5,000
Shares issued for acquisition of Squareroot, Inc.	$	-		$	-		$	1,200
Shares issued for settlement of debt	$	-		$	-		$	12,000
Forgiveness of debt with related party	$	8,300		$	-		$	18,958


See Accompanying Notes to Consolidated Financial Statements.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company as of and for the period ended March 31, 2012 and notes thereto included in the Company’s 10-K annual report and all amendments. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Principles of consolidation

The consolidated financial statements include the accounts of Sport Tech Enterprises, Inc. (Nevada Corporation), and its wholly-owned subsidiary Squareroot, Inc. (Nevada Corporation). All significant inter-company balances and transactions have been eliminated. Sport Tech Enterprises, Inc. (Nevada Corporation) and Squareroot (Nevada Corporation) will be collectively referred herein as the “Company”.

Nature of operations

The Company will provide a complete internet solution for all service based businesses by supplying a platform to distribute correct business listing data while properly managing their online reputation through the majority of search engine directories and social media networks.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Trademarks

ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. During the three months ended September 30, 2012 and 2011, the Company recorded $0 and $0, respectively, impairment of its intangible assets. During the six months ended September 30, 2012 and 2011, the Company recorded $0 and $0, respectively, impairment of its intangible assets.

The Company's intangible assets consist of the costs of filing and acquiring various trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of 10 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company commenced amortization during April 2011.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2012 and March 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments (continued)

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Reclassifications

Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation. These reclassifications had no effect on previously reported results of operations. The Company interest expense – related party to interest expense. The Company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent pronouncements

The Company has evaluated the recent accounting pronouncements through October 2012 and believes that none of them will have a material effect on the company’s financial statements.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities, developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (July 28, 2010) through the period ended September 30, 2012 of ($271,066). In addition, the Company’s development activities since inception have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. 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.

NOTE 3 – TRADEMARK

Trademark consisted of the following as of:

	September 30,			March 31,
	2012			2012
Trademark	$	1,500		$	1,500
Accumulated amortization		(124	)		(43	)
	$	1,376		$	1,457

During the three months ended September 30, 2012 and 2011, the Company recorded amortization expense of $40 and $40, respectively. During the six months ended September 30, 2012 and 2011, the Company recorded amortization expense of $80 and $80, respectively.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – LINE OF CREDIT AND LINE OF CREDIT – RELATED PARTY

Line of credit consists of the following at:

	September 30, 2012		March 31, 2012
Revolving credit line due to a former officer and director of the Company, unsecured, 6% interest, due in September 2013	$	46,381	$	41,081

Revolving credit line due to a former officer and director of the Company, unsecured, 6% interest, due in November 2013		50,000		50,000

	$	96,381	$	91,081

On September 29, 2010, the Company executed a line of credit in the amount of $100,000 with Andrew Widme. The line of credit carries an annual interest rate of 6% and has a term of three years, at which the entire outstanding balance of principal and interest is due in full. In the event of default, the line of credit will bear interest at 10% per annum. As of September 30, 2012, an amount of $46,381 had been used for general corporate purposes with a remaining balance of $53,619 available. Accrued interest payable as of September 30, 2012 was $2,302. During the six months ended September 30, 2012, the Company reclassified to third party line of credit because he is a former officer and director of the Company.

On November 29, 2010, the Company executed a line of credit in the amount of $50,000 with Andrew Widme. The line of credit carries an annual interest rate of 6% and has a term of three years, at which the entire outstanding balance of principal and interest is due in full. In the event of default, the line of credit will bear interest at 10% per annum. As of September 30, 2012, an amount of $50,000 had been used for general corporate purposes with a remaining balance of $0 available. Accrued interest payable as of September 30, 2012 was $4,219. During the six months ended September 30, 2012, the Company reclassified to third party line of credit because he is a former officer and director of the Company.

During the three months ended September 30, 2012 and 2011, interest expense was $1,439 and $710, respectively. During the six months ended September 30, 2012 and 2011, interest expense was $2,884 and $1,165, respectively.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – LINE OF CREDIT AND LINE OF CREDIT – RELATED PARTY (CONTINUED)

Line of credit – related party consists of the following at:

	September 30, 2012		March 31, 2012
Revolving credit line due to a shareholder of the Company, unsecured, 6% interest, due in April 2014	$	11,200	$	-

Revolving credit line due to an officer and director of the Company, unsecured, 6% interest, due in June 2016		25,950		-

	$	37,150	$	-

On April 2, 2012, the Company executed a line of credit in the amount of $50,000 with a shareholder of the Company. The line of credit carries an annual interest rate of 6% and has a term of two years, at which the entire outstanding balance of principal and interest is due in full. In the event of default, the line of credit will bear interest at 10% per annum. As of September 30, 2012, an amount of $11,200 had been used for general corporate purposes with a remaining balance of $38,800 available. Accrued interest payable as of September 30, 2012 was $232.

On June 1, 2012, the Company executed a line of credit in the amount of $100,000 with an officer and director of the Company. The line of credit carries an annual interest rate of 6% and has a term of four years, at which the entire outstanding balance of principal and interest is due in full. In the event of default, the line of credit will bear interest at 10% per annum. As of September 30, 2012, an amount of $25,950 had been used for general corporate purposes with a remaining balance of $74,050 available. Accrued interest payable as of September 30, 2012 was $292.

During the three months ended September 30, 2012 and 2011, interest expense was $448 and $0, respectively. During the six months ended September 30, 2012 and 2011, interest expense was $524 and $0, respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company did not authorize terms and rights of preferred shares as of September 30, 2012.

On February 13, 2012, various shareholders of the Company agreed to return and cancel a total of 33,128,172 shares of common stock. For accounting purposes, this transaction was accounted for as a reverse stock split. All shares and per share amounts below have been retroactively adjusted.

On February 14, 2012, the Company effectuated a 30-for-1 forward stock split. All shares and per share amounts below have been retroactively adjusted.

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock

During the nine months ended September 30, 2012, there have been no other issuances of common stock.

NOTE 6 – WARRANTS AND OPTIONS

As of September 30, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 7 – AGREEMENTS

Spin-Off Agreements

On June 7, 2012, the Company agreed to conduct a spin-off (the “Spin-Off”) of the Company, and SquareRoot. Prior to the Spin-Off, SquareRoot was a wholly-owned subsidiary of the Company. In connection with the Spin-Off, the Company entered into the following Agreements (collectively, the “Spin-Off Agreements”):

a.	A Separation and Distribution Agreement that sets forth the arrangements among the Company and SquareRoot regarding the principal transactions to separation, and that governs the relationship of the Company and SquareRoot after the Spin-Off.
b.	A Trademark License and Royalty Agreement that sets forth the arrangements among the Company and SquareRoot to assign the SquareRoot trademark to SquareRoot.

As of the date of this filing, the shares have not been distributed.

On October 26, 2012, the Board of Directors for the Company and Squareroot, Inc. mutually agreed to terminate both the Separation and Distribution Agreement and Trademark Agreement. Squareroot, Inc. will remain a wholly-owned subsidiary of the Company.

Lease Agreement

On September 25, 2012, the Company executed a sublease agreement with a related party. The lease term is from October 1, 2012 to August 31, 2013 at a rate of $4,750 per month.

The future minimum lease payments are as follows:

Year Ended March 31,	Amount
2013	$	28,500
2014		23,750

ONLINE INTERNET NETWORK, INC. AND SUBSIDIARY

(FORMERLY SPORT TECH ENTERPRISES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7 – AGREEMENTS (CONTINUED)

Employment Agreement

Effective August 16, 2012, the Company entered into an employment agreement with the Secretary of the Company. The officer will receive annual compensation of $52,000 due semi-monthly. Effective September 8, 2012, the officer received a raise and the annual compensation increased to $78,000 due semi-monthly.

Compensation expense for the three months ended September 30, 2012 and 2011 was $7,500 and $0. Compensation expense for the six months ended September 30, 2012 and 2011 was $7,500 and $0. As of September 30, 2012, the Company had $4,500 in accrued executive compensation.

NOTE 8 – SUBSEQUENT EVENTS

On October 1, 2012, the Company entered into a Master License and Services Agreement (the “Agreement”) with Infogroup, Inc. Pursuant to the Agreement, the Company agreed to pay Infogroup a sum of $20,000 within 30 days, in exchange for data collection services aimed at generating 2,000 leads for potential clients. The term of the Agreement is a 30 test period or until Infogroup completes the calling on behalf of the Company.

In October 2012, the Company received a total of $31,000 as a draw on the revolving line of credit with an officer and director of Company. On November 1, 2012, the Company received an additional $500 as a draw on the revolving line of credit with an officer and director of Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

·	our current lack of working capital;

·	inability to raise additional financing;

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

·	deterioration in general or regional economic conditions;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	inability to efficiently manage our operations;

·	inability to achieve future sales levels or other operating results; and

·	the unavailability of funds for capital expenditures.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.

Throughout this Annual Report references to “we”, “our”, “us”, “Online Internet Network”, “the Company”, and similar terms refer to Online Internet Network, Inc.

OVERVIEW AND OUTLOOK

Background

Online Internet Network, (the “Company”) is a company which was incorporated in the State of Nevada in July of 2010 as Sport Tech Enterprises, Inc. On May 24, 2012, the Company changed its name from Sport Tech Enterprises, Inc. to Online Internet Network, Inc.

On June 7, 2012, the company agreed to conduct a spin-off (the “Spin-Off’) of the Company, and SquareRoot, Inc. (“SquareRoot.”) Prior to the Spin-Off, SquareRoot was a wholly-owned subsidiary of the Company. In connection with the Spin-Off, the Company entered into the following Agreements, (collectively, the “Spin-Off Agreements”):

a)	A Separation and Distribution Agreement that sets forth the arrangements among the Company and SquareRoot regarding the principal transactions to separation, and that governs the relationship of the Company and SquareRoot after the Spin-Off.

b)	A Trademark License and Royalty Agreement that sets forth the arrangements among the Company and SquareRoot to assign the SquareRoot trademark to SquareRoot.

The above agreements were filed as Exhibits 2.1 and 2.2 to the Form 8-K filed June 19, 2012. The shares to be spun-off have not been distributed.

Subsequent to quarter ended September 30, 2012, on October 26, 2012, the Board of Directors for the Company and SquareRoot mutually agreed to terminate both the Separation and Distribution Agreement and Trademark Agreement dated May 22, 2012, and executed and letter agreement confirming. SquareRoot, Inc. will remain as a wholly-owned subsidiary of the Company. The rescission letter agreement is filed herewith as Exhibit 99.1.

The company effectuated a symbol change effective June 19, 2012. The Company’s new trading symbol on the OTC Quotation Board is “ONIN.”

The Business of the Company

Mission Statement: We are dedicated to building what consumers want from every business, for every business – “The Future is Now”

Online Communications is at the dawn of a new era. Digital and traditional media is transforming the way information is produced and shared. Online Internet Network is a service that works on behalf of local and national business, searching the web to find search engine results, sponsored listings, user reviews, ratings, blogs, posts & mentions to provide a cost effective, comprehensive report showcasing the presence and reputation of the business. Based on the results and correlating score associated with the business, we take action to create, improve, and fix online business listings with a proactive approach and emphasis on reviews associated with each business. Our monthly reporting tool allows each business to track the improvement in their business listings and monitor all reviews, mentions, and ratings in one, easy to use platform. With our solution based reputation management feature, each business is provided with in-house QR coded review cards making review and rating feedback user friendly for each and every one of their customers.

1.	Objectives:

a.	To always provide a low-cost value added service to every service based business globally.

b.	Increase profits for end-user within a “3 month timeframe”

c.	Solidify the white-label version to provide to large affiliates

d.	Establish mobile-search partnerships with all GPS and Navigation systems

2.	Keys to Success

a.	Communicating the Importance of Review Responses for each customer

b.	Following trends in Rating Systems

c.	Generating Social Media Content

Risks

a.	Will the Best Business Practices for every business category be utilized?

b.	Will there be Global demand for all services Online Internet Network provides?

c.	Will reviews and ratings always determine potential customer decision process?

Market Opportunity

Online Internet Network understands the need to stay ahead of the curve in technology, but never loses sight of the current market and its trending in local search. We strive to provide up to date solution based, relevant, verified listing management and platform based network reputation management. We continue to envision the need for proprietary linking analytic technology, allowing our growth to potentially expand well beyond the US and Canada. With over 16 billion local searches performed each year and over 60 million navigation devices in the US alone, we feel the upward trend has just begun.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2012, the Company had an accumulated deficit of $271,066. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The Company is currently contemplating an offering of its equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

RESULTS OF OPERATIONS

During the nine months ended September 30, 2012, we generated $123 in revenues, and $1,272 in deferred revenue as a result of obtaining our first set of clients. In comparison, during the nine months ended September 30, 2011 we did not generate revenues.

Operating expenses during the three months ended September 30, 2012 were $26,459, $17,655 of which was professional fees associated with legal and accounting expenses. In comparison, operating expenses for the three months ended September 30, 2011 were $19,996, of which $1,304 was in professional fees. The increase in professional fees is due to increased legal work.

Although we have recently begun generating revenues, we have not been profitable from our inception in 2010 through September 30, 2012, and our accumulated deficit amounts to $271,066. There is significant uncertainty projecting future profitability due to our history of losses. There is significant uncertainty projecting future profitability due to our minimal operating history.

Liquidity and Capital Resources

As of September 30, 2012, we had $2,644 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock, unsecured lines of credit and limited revenues.

The following table summarizes total current assets, total current liabilities and working capital at September 30, 2012 compared to March 31, 2012.

							Increase / (Decrease)
	September 30, 2012			March 31, 2012			$			%

Current Assets	$	2,644		$	-		$	2,644			N/A	%

Current Liabilities	$	24,431		$	11,104		$	(13,327	)		120	%

Working Capital (deficit)	$	(21,787	)	$	(11,104	)	$	(10,683	)		96	%

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations but there is no assurance that this will happen.

Since inception, we have financed our cash flow requirements through issuance of common stock, unsecured lines of credit and limited revenues. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, increase our customer base, further and improve our marketing strategy, continually develop and upgrade our website, provide national and regional businesses with an effective, efficient and accessible website on which we are able to promote our services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Operating activities

Net cash used in operating activities was $37,540 for the period ended September 30, 2012, as compared to $74,068 used in operating activities from for the period ended September 30, 2011. The decrease in net cash used in operating activities was primarily due to a decrease in professional fees, as a result of decreased legal work.

Investing activities

Net cash used in investing activities was $0 for the period ended September 30, 2012, as compared to $0 used in investing activities for the same period in 2011.

Financing activities

Net cash provided by financing activities for the period ended September 30, 2012 was $40,814, as compared to $74,415 for the same period of 2011. The decrease of net cash provided by financing activities was mainly attributable to an offering of common stock for cash and the capital provided through previously executed line of credit.

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, finalization and launch of our website, implementation of our strategy to expand our sales and marketing initiatives, increase brand and services awareness. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Off-Balance Sheet Arrangements

We did not have any 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 investors.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item is not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are designed to operate at a reasonable assurance level which is effective in providing reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.

Item 1A. Risk Factors

The risk factors listed in our 2011 Form 10-K on pages 6 to 12, filed with the Securities Exchange Commission on July 3, 2012, are hereby incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Common Stock Issuances

During the quarter ended September 30, 2012, there have been no issuances of common stock.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception through the period ended September 30, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

On August 16, 2012, the Company executed an Employment Agreement with its Secretary and Treasurer Brynn Gibbs wherein Ms. Gibbs is to receive $52,000 annual salary which was increased to $78,000 annual salary effective September 8, 2012. The Agreement is filed herewith as Exhibit 10.1.

Item 6. Exhibits.

Exhibit No.		Description

10.1		Gibbs Employment Agreement dated August 1, 2012

21		Subsidiaries of Online Internet Network, Inc.

31.1		Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Rescission of Spin-Off and Trademark Agreement, dated October 26, 2012

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ONLINE INTERNET NETWORK, INC.


Date: November 14, 2012	By:	/S/ Jeanette Lucas
		Jeanette Lucas
		President
		(Principal Executive Officer and duly authorized signatory)

ONLINE INTERNET NETWORK, INC. - FORM 10-Q - November 14, 2012

Attached files

ONLINE INTERNET NETWORK, INC. Reports