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EX-31 - CERTIFICATION - ON THE MOVE SYSTEMS CORP.ex_31-1.htm
EX-32 - CERTIFICATION - ON THE MOVE SYSTEMS CORP.ex_32-1.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 November 30, 2012

 

¨

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

 

For the transition period from ____________, to ____________

 

Commission File Number  333-168530


 

On the Move Systems Corp.

(Exact Name of Registrant as Specified in Charter)


 

Florida

 

27-2343603

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

3001 North Rocky Point East, Suite 200, Tampa, FL 33607

(Address of Principal Executive Offices)

 

(813) 367-7748

(Registrant’s Telephone Number)


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

 

There were 18,500,000 shares of the Registrant’s $0.0001 par value common stock outstanding as of January 10, 2013.




On the Move Systems Corp.

 

Contents

 

Part I – Financial Information

 

 

 

 

Item 1.

Consolidated Financial Statements

1

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

8

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

 

 

 

Item 4.

Controls and Procedures

12

 

 

Part II – Other Information

 

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

12

 

 

 

Item 4.

Mine Safety Disclosures

12

 

 

 

Item 5.

Other Information

12

 

 

 

Item 6.

Exhibits

13

 

 

Signatures

13




PART I — FINANCIAL INFORMATION

 

Statements in this Form 10-Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents which we file with the Securities and Exchange Commission.

 

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by law.

 

Item 1.     Financial Statements

 

On the Move Systems Corp.

 

Financial Statements

 

Contents

 

Financial Statements:

 

Consolidated Balance Sheets

2

Consolidated Statements of Operations

3

Consolidated Statements of Cash Flows

4

Notes to Unaudited Consolidated Financial Statements

5


- 1 -



On the Move Systems Corp.

 

Consolidated Balance Sheets

 

 

 

November 30,
2012

 

February 29,
2012

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

21,389

 

$

18,690

 

Accounts receivable

 

 

7,787

 

 

5,702

 

Inventory

 

 

28,557

 

 

17,135

 

Total current assets

 

 

57,733

 

 

41,527

 

 

 

 

 

 

 

 

 

Fixed assets, net of accumulated depreciation of $25,567 and $21,657, respectively

 

 

33,928

 

 

37,839

 

Intangible assets, net of accumulated amortization of $5,667 and $3,667, respectively

 

 

14,333

 

 

16,333

 

Goodwill

 

 

108,724

 

 

108,724

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

214,718

 

$

204,423

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

42,174

 

$

28,071

 

Accounts payable – related party

 

 

15,063

 

 

10,446

 

Current portion of notes payable and accrued interest payable

 

 

503,416

 

 

288,115

 

Total current liabilities

 

 

560,653

 

 

326,632

 

 

 

 

 

 

 

 

 

Convertible note payable

 

 

32,600

 

 

32,600

 

Note payable

 

 

4,064

 

 

10,467

 

Note payable to related party

 

 

79,196

 

 

79,196

 

Total liabilities

 

 

676,513

 

 

448,895

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding at November 30, 2012 and February 29, 2012

 

 

 

 

 

Common Stock, $0.0001 par value, 100,000,000 shares authorized, 18,500,000 shares issued and outstanding at November 30, 2012 and February 29, 2012

 

 

1,850

 

 

1,850

 

Additional paid-in capital

 

 

3,877,150

 

 

3,877,150

 

Accumulated deficit

 

 

(4,340,795

)

 

(4,123,472

)

Total stockholders’ deficit

 

 

(461,795

)

 

(244,472

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

214,718

 

$

204,423

 


The accompanying notes are an integral part of these financial statements.


- 2 -



On the Move Systems Corp.

 

Consolidated Statements of Operations

(Unaudited)

 

 

 

Nine months ended
November 30,

 

Three months ended
November 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$

83,025

 

$

58,078

 

$

19,978

 

$

16,043

 

COST OF GOODS SOLD

 

 

29,391

 

 

29,577

 

 

8,293

 

 

7,091

 

GROSS PROFIT

 

 

53,634

 

 

28,501

 

 

11,685

 

 

8,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

 

267,092

 

 

4,013,275

 

 

62,154

 

 

81,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(213,458

)

 

(3,984,774

)

 

(50,469

)

 

(72,542

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,865

)

 

(10,842

)

 

(571

)

 

(3,673

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(217,323

)

$

(3,995,616

)

$

(51,040

)

$

(76,215

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(0.01

)

$

(0.29

)

$

(0.00

)

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

18,500,000

 

 

13,825,455

 

 

18,500,000

 

 

15,335,165

 


The accompanying notes are an integral part of these financial statements.


- 3 -



On the Move Systems Corp.

 

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Nine Months Ended November 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(217,323

)

$

(3,995,616

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,911

 

 

6,040

 

Stock-based compensation

 

 

 

 

3,750,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,085

)

 

2,355

 

Inventory

 

 

(11,422

)

 

(13,808

)

Accounts payable

 

 

18,720

 

 

16,078

 

Accrued interest payable

 

 

3,865

 

 

10,842

 

Net cash used in operating activities

 

 

(202,334

)

 

(228,819

)

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Acquisition of Crawford Mobile, net of cash acquired

 

 

 

 

(7,700

)

Purchases of fixed assets

 

 

 

 

(23,290

)

Net cash used by investing activities

 

 

 

 

(30,990

)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from issuance of loans

 

 

211,436

 

 

209,493

 

Repayments of notes payable

 

 

(6,403

)

 

(35,574

)

Repayments of notes payable to related parties

 

 

 

 

(17,500

)

Net cash provided by financing activities

 

 

205,033

 

 

156,419

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

 

2,699

 

 

(103,390

)

CASH, BEGINNING OF PERIOD

 

 

18,690

 

 

128,760

 

CASH, END OF PERIOD

 

$

21,389

 

$

25,370

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest

 

$

 

$

 

Taxes

 

$

 

$

 

 

 

 

 

 

 

 

 

Noncash Investing and Financing Transactions:

 

 

 

 

 

 

 

Acquisition of Crawford Mobile Installation for note payable

 

$

 

$

90,000

 

 

The accompanying notes are an integral part of these financial statements.


- 4 -



On the Move Systems Corp.

 

Notes to Unaudited Consolidated Financial Statements

 

1. Background Information

 

On The Move Systems Corp., a Florida corporation (“we”, “us”, “our”, “OMVS”, or the “Company”), was formed to provide mobile electronic services to automobile, recreational vehicle and boat dealerships, government agencies as well as individual consumers. The Company installs its inventoried after market electronic products desired by the customer at their location. The Company was incorporated on March 25, 2010 with its corporate headquarters located in Tampa, Florida. Its fiscal year-end is February 28.

 

On March 25, 2011, Crawford Mobile Installation Corp. (“CMIC”), a wholly owned subsidiary of the Company acquired all of the assets and assumed certain liabilities of Crawford Mobile Install (“CMI”).  The assets of CMI included cash, inventory, a vehicle and installation equipment.  On the date of the acquisition, a material relationship existed between the parties, because John Crawford was the sole officer and director of both the Company and CMIC as well as being the sole proprietor of CMI.  The purchase price for the assets and liabilities of CMI was $100,000.  

 

Interim Financial Statements

 

These financial statements are prepared on the accrual basis of accounting in conformity with GAAP and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements for the period ended February 29, 2012 and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K on November 30, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended February 29, 2012, as reported in the Form 10-K filed on November 30, 2012, have been omitted.

 

2. Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended November 30, 2012, the Company had a net loss of $217,323. The Company has not generated positive cash flow from operations and does not expect to generate positive cash flow from operations during the coming year. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability which would generate positive cash flow or from its ability to raise adequate capital either from sales of equity securities or the issuance of debt. The Company intends on financing its operations and its working capital needs largely through the issuance of debt.  There is no assurance that the Company will be able to obtain adequate financing when needed or that such financing will be available on terms that are acceptable to the Company. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

3. Significant Accounting Policies

 

The significant accounting policies followed are:

 

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in 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. Actual results could differ from those estimates.


- 5 -



CASH AND CASH EQUIVALENTS - All cash, other than cash held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits.  Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.


ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Accounts receivable are recorded at the invoiced amount and do not bear interest. We review a customer’s credit history before extending credit. We maintain allowances for doubtful accounts against certain billed receivables based upon the latest information available regarding whether receivables are ultimately collectible. Assessing the collectability of customer receivables requires judgment. We determine our allowance for doubtful accounts by specifically analyzing individual accounts receivable, historical bad debts, customer creditworthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of accounts receivable becomes available. Upon determination that a receivable is uncollectible, the receivable balance and any associated reserve are written off. No allowance for doubtful accounts was required as of November 30, 2012 and February 29, 2012.


FIXED ASSETS - Fixed assets of the Company include vehicles and are stated at cost. Expenditures for fixed assets which substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred.

 

Depreciation is computed using the straight-line method over estimated useful lives ranging from three to seven years. The Company recognized depreciation expense of $5,911 and $6,040 during the nine months ended November 30, 2012 and 2011, respectively.

 

IMPAIRMENT OF LONG-LIVED ASSETS - Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value. The Company determined that there was no impairment of long-lived assets during the nine months ended November 30, 2012 and 2011.

 

GOODWILL - Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and intangible assets of businesses acquired. We evaluate goodwill for impairment utilizing undiscounted projected cash flows in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles — Goodwill and Other” (“ASC Topic 350”). The Company has determined that there was no impairment of goodwill as of November 30, 2012.

 

EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the three and nine month periods ended November 30, 2012 and 2011. As a result, the Company did not have any potentially dilutive common shares for those periods.

 

FINANCIAL INSTRUMENTS - The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

FASB ASC 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


- 6 -



 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

 

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

 

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2012 and February 29, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

 

The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.

 

As of November 30, 2012 and February 29, 2012, the fair values of the Company’s financial instruments approximate their historical carrying amounts.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

We have reviewed the FASB issued Accounting Standards Update, accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

4. Notes Payable

 

During the nine months ended November 30, 2012, the Company received advances in the amount of $211,436 for working capital.  These advances are non-interest bearing and payable on demand.


- 7 -



PART I — FINANCIAL INFORMATION (continued)

 

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

 

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

 

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

 

OVERVIEW OF THE COMPANY

 

On the Move Systems Corp. (“we”, “us”, “our”, “OMVS”, or the “Company”) was incorporated in the State of Florida on March 25, 2010. The Company’s business focus is in the mobile electronics markets but it is currently investigating business opportunities within the personal and business safety and protection products. The Company’s fiscal year ends on February 28. The Company is located at 3001 North Rocky Point Drive East, Suite 200, Tampa, Florida 33607. Our telephone number is 941-586-3938.

 

On March 25, 2011, Crawford Mobile Installation Corp. (“CMIC”), a wholly owned subsidiary of the Company acquired all of the assets and assumed certain liabilities of Crawford Mobile Install (“CMI”).  The assets of CMI included cash, inventory, a vehicle and installation equipment.  On the date of the acquisition, a material relationship existed between the parties, because John Crawford was the sole officer and director of both the Company and CMIC as well as being the sole proprietor of CMI.  The purchase price for the assets and liabilities of CMI was $100,000.

 

We currently provide mobile electronic services under the trade name “On the Move Systems Corporation.” Our services include the sale, installation, and servicing of after-market electronic and audio/video upgrades for markets such as auto, recreational vehicle and boat dealerships, and for government agencies and corporations that administer vehicle fleets for law enforcement, security, emergency response, sanitation, public utility, limousine, taxi, and other services.

 

To this end, we have created relationships with a multitude of dealerships to provide on-site electronics sales, installation and servicing for vehicles purchased by them or by their customers. We also provide services directly to individual consumers. We currently offer all of our services from our sales and installation vehicle, eliminating the need for our customers to travel to our place of business. Although we maintain a small inventory of the electronic products that we offer to our customers, we anticipate that we will continue to order a majority of these products on an as-needed basis.


- 8 -



We provide our clients with electronic accessories and installation services that allow them and their customers to personalize vehicles for enhanced aesthetics and electronic performance. We believe that our service allows dealerships and other wholesale vehicle purchasers to order models with fewer options from their manufacturers, thereby reducing vehicle inventory costs. The corollary to this is that the dealerships’ retail customers can be given the alternative to select personalized electronic systems for their vehicles that are better suited to their individual budgets, tastes and needs.

 

We provide our services on-site at vehicle dealerships and directly to individuals. Mr. John B. Crawford, President of CMIC, and our former Chief Executive officer, applies his 18 years of mobile electronic accessory sales and installation experience to identify the latest in mobile audio-visual, GPS, and telecommunications technology, and to consult with our clients to select technology best suited to their specific performance requirements and budgets. Our base of operations is in the city of Sarasota, Florida and we primarily market our services in and around that city. In keeping with future demand and as our capacity allows, we will market and provide our services further afield in adjacent cities and states.

 

The Company is currently investigating the opportunities in the personal and business safety and protection markets.

 

Our auditor issued a going concern opinion on our audited financial statements for the year ended February 29, 2012. This means there is substantial doubt that we can continue as an on-going business for the next eighteen (18) months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from sources other than loans we undertake.

 

Our ability to continue to implement our business plan is dependent on our ability to generate positive cash flow from operations and to secure sufficient financing, however there is no guarantee that we will be successful in this regard.  In order to implement our business plan, we anticipate that we will require not less than $425,000 in financing.  We have taken no steps to secure the $425,000 in additional financing that we will need to implement our business plan. Furthermore, even if we successfully execute our business and establish operations, there is no guarantee that there will be a significant market for our services or that we will achieve significant revenues, if any.

 

Results of Operations

 

Nine months ended November 30, 2012 compared to the nine months ended November 30, 2011

 

Revenue

 

During the nine months ended November 30, 2012, we recognized revenue of $83,025 compared to $58,078 during the nine months ended November 30, 2011. Revenue for the nine months ended November 30, 2011 included activity only for the period from March 25, 2011 (date of acquisition of Crawford Mobile Install) through November 30, 2011.

 

Cost of Goods Sold

 

During the nine months ended November 30, 2012, we recognized cost of goods sold of $29,391 which represents a slight decrease from the comparable period of 2011 in the amount of $29,577. The decrease was the result of increased efforts to control cost by looking for volume and other discounts in acquiring inventory.

 

Gross Profit

 

Gross profit increased from $28,501 for the nine months ended November 30, 2011 to $53,634 for the nine months ended November 30, 2012. The increase was the result of increased revenue and decrease cost of goods sold as discussed above.

 

General and administrative expenses

 

We recognized general and administrative expenses in the amount of $267,092 and $4,013,275 for the nine months ended November 30, 2012 and 2011, respectively. The decrease in general and administrative expenses is the result of stock based compensation in the amount of $3,750,000 incurred during the nine months ended November 30, 2011 partially offset by an increased level of operations related to the Company’s exploration of business opportunities in the personal and business safety and protection markets.


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Interest expense

 

We incurred interest expense of $3,865 and $10,842 for the nine months ended November 30, 2012 and 2011, respectively, primarily due to a note payable related to the acquisition of Crawford Mobile Install.

 

Net loss

 

Net loss for the nine months ended November 30, 2012 decreased to $217,323 from $3,995,616 for the nine months ended November 30, 2011. The decrease in the net loss was primarily the result of the decrease in general and administrative expenses discussed above partially offset by the increase in gross profit.

 

Three months ended November 30, 2012 compared to the three months ended November 30, 2011

 

Revenue

 

During the three months ended November 30, 2012, we recognized revenue of $19,978 compared to $16,043 during the three months ended November 30, 2011.

 

Cost of Goods Sold

 

During the three months ended November 30, 2012, we recognized cost of goods sold of $8,293 which represents a slight increase from the comparable period of 2011 in the amount of $7,091. The increase was the result of increased sales offset by efforts to control cost by looking for volume and other discounts in acquiring inventory.

 

Gross Profit

 

Gross profit increased to $11,685 for the three months ended November 30, 2012 from $8,952 for the three months ended November 30, 2011. The increase was the result of increased revenue partially offset by a slight increase in cost of goods sold as discussed above.

 

General and administrative expenses

 

We recognized general and administrative expenses in the amount of $62,154 and $81,494 for the three months ended November 30, 2012 and 2011, respectively. The decrease is the result of our effort to control costs by spending less on rent and press releases.

 

Interest expense

 

We incurred interest expense of $571 and $3,673 for the three months ended November 30, 2012 and 2011, respectively, primarily due to a note payable related to the acquisition of Crawford Mobile Install.

 

Net loss

 

Net loss for the three months ended November 30, 2012 decreased to $51,040 from $76,215 for the three months ended November 30, 2011. The decrease in the net loss was primarily the result of the decrease in general and administrative expenses discussed above partially offset by the increase in gross profit.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the nine months ended November 30, 2012, we had net cash used in operating activities of $202,334. As of November 30, 2012, we had cash on hand of $21,389. We expect that this cash will be adequate to fund our operations for approximately one month.  We will require additional funding to continue our business plan.

 

We anticipate needing a minimum of $425,000 to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.


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As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status.  Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

 

The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

If the Company is unable to raise the funds partially through this offering the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through our registration statement, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

 

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

 

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets.  Some of these measures have been adopted in response to legal requirements.  Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.

 

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do 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 Disclosures About Market Risk

 

Not applicable.


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Item 4.     Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of and for the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack of segregation of duties. Currently, management contracts with an outside CPA to perform the duties of the Chief Financial Officer and Principle Accounting Officer and an outside consultant to assist with the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

 

Changes in Internal Control Over Financial Reporting

 

No change in the Company’s internal control over financial reporting occurred during the nine months ended November 30, 2012, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

As of the date of this Quarterly Report, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is not any threatened or pending litigation against us or any of our officers or directors.

 

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

 

During the three month period ended November 30, 2012, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

 

Item 3.     Defaults upon Senior Securities

 

There have been no defaults in any material payments during the covered period.

 

Item 4.     Mine Safety Disclosures

 

Not applicable.

 

Item 5.     Other Information

 

The Company does not have any other material information to report with respect to the nine month period ended November 30, 2012.


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Item 6.     Exhibits

 

(a) Exhibits included herewith are:

 

2.1

Asset Purchase Agreement, dated as of March 25, 2011, by and among Crawford Mobile Installation Corporation and Crawford Mobile Install (sole proprietorship). (2)

 

 

3.1

Articles of Incorporation of On The Move Systems Corporation (1)

 

 

3.2

Bylaws of On The Move Systems Corporation (1)

 

 

3.3

Articles of Incorporation of Crawford Mobile Installation Corporation (2)

 

 

3.4

Bylaws of Crawford Mobile Installation Corporation (2)

 

 

10.1

Convertible Note from On the Move Systems Corporation to Global Equities Limited (2)

 

 

10.2

Note from Crawford Mobile Installation to John Crawford (2)

 

 

10.3

Note from Crawford Mobile Install to Greg Crawford dated September 28, 2010 (2)

 

 

10.4

Note from Crawford Mobile Install to Greg Crawford dated February 11, 2011 (2)

 

 

23.1

Consent of Independent Registered Public Accounting Firm from Peter Messineo, CPA dated March 28, 2011 (2)

 

 

31.1 *

Section 302 Certification

 

 

32.1 *

Section 906 Certification

 

 

101 **

XBRL Interactive Data

 

* Filed or furnished herewith

 

** To be submitted by amendment.

 

(1) Incorporated by reference to the comparable exhibit filed with our Registration Statement on Form S-1

 

(2) Incorporated by reference to the Form 8-K filed on March 28, 2011

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:

 

 

ON THE MOVE SYSTEMS CORP

 

 

 

Dated: January 16, 2013

By:

/s/ Patrick Brown

 

 

Patrick Brown

President, Chief Executive Officer,

Chief Financial Officer, Principal Accounting Officer,

Secretary, Treasurer and Director


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