UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

(Mark One)

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 June 30, 2013

 

or

 

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________________

 

Commission file number: 000-33053

 

VOIS INC.

(Exact name of registrant as specified in its charter)

 

Florida	01-0719410
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3150 E. Willow Street, Signal Hill, CA	90755
(Address of principal executive offices)	(Zip Code)

 

 

Registrant's telephone number, including area code:	(858) 461-0423

 

Securities registered under Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
None		Not applicable

 

Securities registered under Section 12(g) of the Act:

 

Common Stock

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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:

 

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¨ No x

 

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of August 7, 2013, 537,671,185 shares of common stock are issued and outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VOIS, Inc.
Form 10Q
Part I	FINANCIAL INFORMATION			Page
Item 1	Financial Statements			4
		Balance Sheets		5
		Statements of operations		6
		Statements of Cash Flows		7
		Notes to Financial Statements		8-21
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3	Quantitative and Qualitative Disclosures about Market Risk			25
Item 4	Controls and Procedures			25
Part II	OTHER INFORMATION			26
Item 1	Legal Proceedings			26
Item 1A	Risk Factors			26
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3	Defaults Upon Senior Securities			26
Item 4	Mine Safety Disclosures			26
Item 5	Other Information			26
Item 6	Exhibits			27

 

 

 

 

 

 

Part I. FINANCIAL INFORMATION

Item 1. Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VOIS, INC.
BALANCE SHEETS (Development Stage Company)
			June 30,				December 31,
Assets:			2013				2012
Current Assets
Cash and Cash Equivalents		$	43,892			$	208
Prepaids			233,943				—
Total Current Assets			277,835				208
Fixed Assets
Property Plant & Equipment			86,717				684
Accumulated Depreciation			(83,378	)			(218	)
Total Fixed Assets			3,339				466
Other Assets
Marketable securities available-for-sale securities			—				390,000
Advances to Related Party			4,907				4,907
Total Other Assets			4,907				394,907
Total Assets		$	286,081			$	395,581
Liabilities and Stockholders' Deficit:
Liabilities
Accounts Payable & Accrued Expenses		$	388,635			$	429,264
Accounts Payable to Related Parties			3,500				115,110
Accrued Interest			262,444				239,543
Derivative Liability			103,325				—
Notes Payable			145,000				145,000
Note Payable to Related Party			—				279,133
Convertible Note Payable			275,000				—
Convertible Note Payable to Related Party			61,096				—
Total Liabilities			1,239,000				1,208,050
Stockholders' Deficit:
Preferred Stock, $0.001 par value; 10,000,000
shares authorized, 0 shares issued and outstanding
at June 30, 2013 and December 31, 2012			—				—
Common Stock, $0.001 par value; 3,000,000,000
shares authorized, 501,307,519 and 260,931,098 shares
issued and outstanding at June 31, 2013
and December 31, 2012			501,307				260,931
Additional Paid-In Capital			1,379,621				589,916
Accumulated Comprehensive Loss			(330,000	)			(420,000	)
Deficit Accumulated During the Development Stage			(2,503,847	)			(1,243,316	)
Total Stockholders' Deficit			(952,919	)			(812,469	)
Total Liabilities and Stockholders' Deficit		$	286,081			$	395,581
The accompanying notes are an integral part of these financial statements.

 

 

VOIS, INC.
STATEMENTS OF OPERATIONS
(Development Stage Company)
																		From Inception
		For the Three Months Ended								For the Six Months Ended								(May 24, 2002) to
		June 30,								June 30,								June 30,
		2013				2012				2013				2012				2013
Revenues		$	—			$	—			$	—			$	—			$	—
Cost of Services			—				—				—				—				—
Gross Profit			—				—				—				—				—
Operating expenses:
Consulting			220,378				17,872				1,105,492				34,929				1,184,924
Professional Fees			30,317				8,861				90,939				8,861				151,126
General and Administration			8,960				5,705				18,023				5,880				1,112,876
Total operating expenses			259,655				32,438				1,214,454				49,670				2,448,926
Loss from operations			(259,655	)			(32,438	)			(1,214,454	)			(49,670	)			(2,448,926	)
Other Income and (Expenses):
Interest Expense			(13,115	)			—				(22,900	)			—				(31,744	)
Derivative Interest			(93,784	)			—				(134,787	)			—				(134,787	)
Forgiveness of Debt			—				—				111,610				—				111,610
Total Other Income and (Expenses)			(106,899	)			—				(46,077	)			—				(54,921	)
Net Loss before taxes			(366,554	)			(32,438	)			(1,260,531	)			(49,670	)			(2,503,847	)
Tax provisions			—				—				—				—				—
Net Loss After Taxes		$	(366,554	)		$	(32,438	)		$	(1,260,531	)		$	(49,670	)		$	(2,503,847	)
Other Comprehensive Income:
Gain (Loss) on Available-for-Sale Securities			—				(750,000	)			90,000				(360,000	)			(330,000	)
Other Comprehensive Income (Loss)		$	(366,554	)		$	(782,438	)		$	(1,170,531	)		$	(409,670	)		$	(2,833,847	)
Basic & diluted loss per share		$	(0.00	)		$	(0.02	)		$	(0.00	)		$	(0.01	)
Weighted average shares outstanding			444,583,150				47,031,098				371,535,540				47,031,098
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

VOIS, INC.
STATEMENTS OF CASH FLOWS
(Development Stage Company)
										From Inception
		For the Six Months Ended								(May 24, 2002) to
		June 30,								June 30,
		2013				2012				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the period		$	(1,260,531	)		$	(49,670	)		$	(2,503,847	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock for services			829,900				—				1,606,000
Derivative expense from convertible notes			103,325				—				103,325
Available-for-sale securities compensation			480,000				—				480,000
Forgiveness of debt			(111,610	)			—				(111,610	)
Depreciation			1,520				49				1,738
Changes in Operated Assets and Liabilities:
Advances to related parties			—				(5,160	)			3,114
Prepaids			(233,943	)			—				(233,943	)
Accounts payable and accrued expenses			17,728				3,965				20,761
Accounts payable to related parties			—				—				111,610
Net cash used in operating activities			(173,611	)			(50,816	)			(522,852	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase Equipment			—				—				(684	)
Net cash used by investing activities			—				—				(684	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock			—				—				10,000
Proceeds from officer contributions			—				—				61,000
Proceeds from convertible notes			202,000				—				202,000
Proceed from convertible note to related party			48,100				—				48,100
Payments on convertible note to related party			(32,805	)			—				(32,805	)
Proceeds from notes payable to related parties			—				50,435				418,769
Payments on notes payable to related parties			—				—				(139,636	)
Net cash provided by financing activities			217,295				50,435				567,428
Net (decrease) increase in cash			43,684				(381	)			43,892
Cash at beginning of period			208				942				—
Cash (overdraft) at end of period		$	43,892			$	561			$	43,892
Supplemental Disclosures:
Income Taxes Paid		$	—			$	—			$	—
Interest Paid		$	—			$	—			$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in payment of non-related
party debt		$	113,324			$	—			$	113,324
Issuance of common stock in payment of related party debt		$	51,000			$	—			$	51,000
Consulting fees paid with available-for-sale securities asset		$	480,000			$	—			$	480,000
Stock issued for assets		$	90,000			$	—			$	90,000
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

VOIS Inc. (the “Company”) was incorporated in the State of Delaware on May 19, 2000 as Medical Records by Net, Inc. On October 17, 2000; its name was changed to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation, and on March 9, 2001, the Company name was changed to MedStrong International Corporation. On March 30, 2007, the Company’s name was changed to VOIS Inc. On October 19, 2012, the Company executed a merger agreement with Mind Solutions, Inc. whereas Mind Solutions, Inc. became the surviving company. Mind Solutions, Inc. was incorporated under the state laws of Nevada on May 24, 2002 under the name Red Meteor Media Inc. The Company changed its name to Prize Entertainment Inc. in November of 2003 and then again to Mind Solutions, Inc. in January of 2011.

 

On October 19, 2012, the Company entered into an Agreement and Plan of Merger with Mind Solutions, Inc. For accounting purposes this agreement was treated as a reverse merger. The operations of the Company became those solely of Mind Solutions, Inc. In connection with the merger agreement, the Company then changed its fiscal year end to coincide with that of Mind Solutions, Inc., which is December 31.

 

The Company develops software applications using a wireless headset which reads brainwaves and allows interaction with a computer via the software applications developed.

 

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The accompanying unaudited quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC on April 18, 2013 (the “2012 Annual Report”).

 

Development Stage Company

 

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

Prior Year Financial Statement Presentation

 

The prior year financial statements were prepared to show the effect of the reverse merger and to show the mark to market adjustment as other comprehensive income for comparative purposes in the prior year financial statements.

 

 

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Cash and equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents.

 

B. Fixed Assets

 

Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Expenditures for major additions and betterments are capitalized in amounts greater or equal to $500. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3), five (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

 

C. Advertising expenses

 

Advertising and marketing expenses are charged to operations as incurred. For the six months ended June 30, 2013 and 2012 advertising and marketing expense were $2,505 and $0 respectively.

 

D. Revenue recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

E. Stock-based compensation

 

We record share based payments under the provisions of FASB ASC Topic 718, Compensation - Stock Compensation. Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107,” SAB 107 expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. FASB ASC 718 permitted public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.  Effective with its fiscal 2006 year, the Company adopted the provisions of FASB ASC 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value.   Such compensation amounts are amortized over the respective vesting periods of the options granted.

 

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

F. Income Taxes

 

The Company adopted FASB ASC Topic 740, Income Taxes, at its inception. Under FASB ASC Topic 740, the deferred tax provision is determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates.

 

G. Earnings (loss) per share

 

The Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive.

 

H. 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 certain reported amounts and disclosures.  Significant estimates for the periods reported include certain assumptions used in deriving the fair value of share-based compensation recognized, the useful life of tangible assets and the future value of our website development costs.  Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations.  Actual results will differ from those estimates.

 

I. Fair value of financial instruments measured on a recurring basis

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

I. Fair value of financial instruments measured on a recurring basis (continued)

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s line of credit and notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2013 and December 31, 2012.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.

 

J. Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

K. Related parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; . a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. aamounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

L. Cash flows reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

M. Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards

 

The Company has adopted all accounting pronouncements issued since December 31, 2007, none of which had a material impact on the Company’s financial statements.

 

NOTE 4 –GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As of June 30, 2013, the Company had an accumulated deficit during development stage of $2,503,847, which included a net loss of $1,260,531 reported for the six months ended June 30, 2013. Also, during the six months ended June 30, 2013 the Company used net cash of $173,611 for operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 5– PREPAIDS

 

At June 30, 2013 and December 31, 2012 the Company recorded prepaid expense of $233,943 and $0. The prepaid asset recorded at June 30, 2013 was the result of the Company executing four consulting contracts for future services.

 

The following is a summary of recognized prepaid expenses per consulting contracts.

 

		Sunday, June 30, 2013				Monday, December 31, 2012
Brent Fouch		$	164,267			$	—
Christian Hansen			11,145				—
Relaunch Consulting Group			58,531				—
		$	233,943			$	—

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

 

NOTE 6– PROPERTY PLANT & EQUIPMENT

 

Furniture and Equipment consisted of the following:

 

		Sunday, June 30, 2013				Monday, December 31, 2012
Equipment		$	82,531			$	—
Furniture			4,186				684
Total			86,717				684
Less accumulated Depreciation			(83,378	)			(218	)
Property and equipment, net		$	3,339			$	466

 

In the three months ended June 30, 2013 the Company acquired all the assets of Mind Technologies, Inc. through an executed Asset Purchase Agreement (Described in Note 9).

 

Depreciation expense for the three months ended June 30, 2013 and 2012 was $1,520 and $49.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Consulting Services

 

On May 1, 2013, the Company issued 10,000,000 common shares to Brent Fouch, the former CEO of Mind Solutions, Inc., pursuant to a third executed consulting contract for services rendered with the asset acquisition from Mind Technologies, Inc.

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

Accounts Payable- Related Party

 

The Company was advanced money from Iceweb Storage Corporation Inc, at zero percent interest, for working capital commitments. Mark Lucky is the former chief operating officer of the Company and is a current officer of Iceweb Storage Corporations. At June 30, 2013 and December 31, 2012, the balance due to Iceweb Storage Corporation Inc., was $3,500.

 

The Company had outstanding advances from Mind Solutions, Inc (Canada), the former parent company of Mind Solutions, Inc. The advances totaling $111,610 were forgiven in the first quarter of 2013 in part from the dissolution of Mind Solutions, Inc. (Canada). Brent Fouch was the sole controlling officer of Mind Solutions, Inc. (Canada) and is the former chief executive officer of Mind Solutions, Inc. , which is a wholly owned subsidiary of the Company. At June 30, 2013 and December 31, 2012 the balances due to Mind Solutions, Inc. (Canada) were $0 and $111,160.

 

In total the Company had accounts payable to related parties balances at June 30, 2013 and December 31, 2012 of $3,500 and $115,110, respectively.

 

Advances to related party

 

Over the years, Mind Solutions, Inc. has advanced cash to and from its affiliate Mind Technologies Inc. Brent Fouch is the chief executive officer of Mind Technologies, Inc. and is the former chief executive officer of Mind Solutions Inc. After the Company’s reverse merger with Mind Solutions, Inc., the related parties of Mind Solutions, Inc. are now those of the Company’s. The advances are non-interest bearing and payable on demand. At June 30, 2013 and December 31, 2012, the Company had advances to related party balances of $4,907.

 

License Agreement

 

In December of 2012, the Company executed a licensing agreement with Mind Technologies, Inc., (MTEK), for the right to use, develop, improve, manufacture, and sale the licensed software application which uses wireless headsets to read brain waves and allow interaction with a computer. The Company issued 7 million common shares as consideration for the licensing agreement. MTEK is a related party to the Company because its chief executive officer Brent Fouch is also the former chief executive officer of Mind Solutions, Inc., a wholly owned subsidiary of the Company. See Note 9 for more details on licensed products.

 

Asset Purchase Agreement

 

On April 30, 2013 the Company executed an asset purchase agreement with Mind Technologies, Inc., (MTEK), whereby the Company purchased all the asset of MTEK for 30,000,000 newly issued common shares. The assets purchased include those previously licensed from MTEK, described above. See Note 9 for additional details.

 

Convertible Note Payable- Related Party

 

The Company has an outstanding convertible note payable to Mind Solutions, Inc. former chief executive officer Brent Fouch. Further details are described in note 11.

 

Free office space provided by chief executive officer

 

The Company has been provided office space by its chief executive officer Kerry Driscoll at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements.

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

 

NOTE 8– AVAILABLE-FOR-SALE SECURITIES

 

Other Comprehensive Income/Loss

 

For the three months ended June 30, 2013 and 2012, the Company had a $-0- and $750,000 unrealized loss on securities available-for-sale that was recorded as other comprehensive income on the statements of operations.

 

NOTE 9 – LICENSED PRODUCTS & ASSET PURCHASE

 

On December 18, 2012, the Company signed a licensing agreement with Mind Technologies, Inc., (MTEK), for the right to use, develop, improve, manufacture, and sale the licensed software application which uses wireless headsets to read brainwaves and allow interaction with a computer. The Company issued 7 million common shares to MTEK as consideration for the licensing agreement. The shares were valued at the amortized holding cost of the related party. The amortized holding cost was $-0- at March 31, 2013 and December 31, 2012, respectively.

 

On April 30, 2013 the Company executed an asset purchase agreement with MTEK, whereby the Company purchased all the assets of MTEK for 30,000,000 newly issued common shares. The assets purchased were previously licensed from MTEK as described previously. The cost basis of the assets acquired is $86,033, with accumulated depreciation of $81,638, which resulted in a net asset balance of $4,395. The Company recorded the excess consideration as additional paid in capital inasmuch as it was a related party transaction. The former CEO of Mind Solutions, Inc. is also the former CEO of Mind Technologies, Inc. The Company acquired all the assets involved with the former operations of MTEK which include three thought-controlled software applications named Mind Mouse, Master Mind and Think-Tac-Toe. These purchased assets constitute neural processing software for thought-controlled technologies, allowing the user to interact with computers, gaming devices, and other machines through the power of the mind. Included in the purchase are all Mind Technologies’ inventory, fixed assets, intellectual property, and an assignment of rights and assumption of obligations under Mind Technologies’ existing contracts.

 

NOTE 10 – CONVERTIBLE NOTES PAYABLE

 

In the three months ended June 30, 2013, the Company entered into four convertible note agreements. The Company now has ten outstanding convertible note agreements with four different non-related entities.

 

On April 22, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $32,500 convertible note payable with interest of 8% per annum, unsecured, and due January 22, 2014. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 58% of the market price, calculated as the average of the three lowest trading prices in the previous 30 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative expense of $30,724 using the Black Scholes Model which will be spread over the life of the loan.

 

On May 5, 2013, Magna Group, LLC was assigned $106,324 of the Company’s convertible note payable related party debt. In connection with the assignment of debt, the Company then entered into a new convertible note agreement with Magna Group LLC for $106,324 with interest of 10% per annum, unsecured, and due February 5, 2014. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest of the three trading prices in the previous 3 days leading up to the date of conversion. On June 6, 2013, Magna Group, LLC exercised its option to convert $20,324 of debt into 21,736,898 common shares. On June 20, 2013, Magna Group, LLC exercised its option to convert $13,000 of debt into 23,636,363 common shares leaving a principle balance of $73,000 remaining on the convertible note at June 30, 2013. As the conversion rate is floating in nature, the Company calculated a derivative expense of $141,578 using the Black Scholes Model which will be spread over the life of the loan.

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

On May 15, 2013, the Company entered into a Convertible Note Agreement with JMJ Financial for a $30,000 note payable. The note is interest fee for the first 180 days after which it accrues interest of 12% per annum. The note is unsecured and is due May 15, 2014. The note is convertible after 180 days into common shares of the Company at a conversion rate of 60% of the market price, calculated as the lowest trade price in the 25 days previous to conversion. As the conversion rate is floating in nature, the Company calculated a derivative expense of $40,508 using the Black Scholes Model which will be spread over the life of the loan.

 

On June 10, 2013, the Company entered into a Convertible Note Agreement with Hanover Holdings I, LLC. The Company issued a $41,500 note with interest of 10% per annum, unsecured, and due February 5, 2014. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest of the three trading prices in the previous 3 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative expense of $40,502 using the Black Scholes Model which will be spread over the life of the loan.

 

The total amount of principle and accrued interest on convertible notes payable is as follows:

 

		Sunday, June 30, 2013				Monday, December 31, 2012
Convertible Notes Payable- Asher Enterprises, Inc.		$	97,500			$	—
Convertible Notes Payable- Magna Group, LLC			73,000				—
Convertible Notes payable - Hanover Holdings I, LLC			74,500				—
Convertible Notes Payable - JMJ Financial, LLC			30,000				—
Accrued interest			5,211				—
Derivative Liability			103,325				—
Total		$	383,536			$	—

 

  

In the three months ended June 30, 2013 and 2012, respectively, the Company recorded interest expense in the amounts of $4,270 and $0. In the three months ended June 30, 2013 and 2012, respectively, the Company recorded a derivative expense of $62,322 and $0.

 

NOTE 11– CONVERTIBLE NOTE PAYABLE TO RELATED PARTY

 

The Company has an outstanding convertible note payable to Brent Fouch, a former officer of Mind Solutions, Inc. The note bears no interest and is payable upon demand. The Company and note holder agreed to amend the note on January 1, 2013 to add a conversion feature. The conversion feature allows the holder to convert the loan into common shares of the Company at the fair market stock price on the notice of conversion date with no discount whatsoever. The Company did not record a derivative expense with the amendment of the note payable because the conversion feature amended into the note is at market with no discount which excludes it from being a derivative instrument.

 

In the first two quarters of 2013, Mr. Fouch assigned $184,824 of his outstanding convertible note to Magna Group, LLC, a unrelated third party. Mr. Fouch also converted $51,000 of his convertible note payable balance into 21,250,000 common shares at the fair market price. The convertible note payable to related party balance at June 30, 2013 and December 31, 2012 was $61,096 and $0, respectively.

 

 

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

NOTE 12– NOTES PAYABLE

 

The total amount due on notes payable and related interest and penalty is as follows:

		Sunday, June 30, 2013				Monday, December 31, 2012
Notes Payable		$	145,000			$	145,000
Interest and Penalty			236,517				222,016
Total		$	381,517			$	367,016

 

The Company has outstanding notes due to a former director in the aggregate amount of $145,000. The notes are unsecured and accrue interest and penalty of 15% inasmuch as they are past due.  The former director elected not to participate with the holders of other promissory notes, including our then executive officers, in the exchange of those notes for equity which occurred during January 2009.  At June 30, 2013 and December 31, 2012 our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the notes together with $236,517 and $222,016 in accrued interest and penalties.

 

NOTE 13– STOCKHOLDERS’ EQUITY

 

On May 17, 2013 the Company increased its authorized shares from 1,000,000,000 to 3,000,000,000 shares of common stock. The Company is authorized to issue 10,000,000 shares of preferred stock.

 

In the three months ended June 30, 2013, the Company issued 108,623,261 shares of common stock. Of the 108,623,261 shares issued, 12,000,000 shares were to consultants for services, 30,000,000 shares were issued in an asset purchase agreement, 21,250,000 were issued to a related party for the reduction of $51,000 in related party convertible debt, and 45,373,261 shares were issued to a non-related convertible note holder for the reduction of $33,324 in debt. The shares were issued at the fair market value at the time the shares were issued. The 12,000,000 shares issued for services were issued to two consultants and were valued at the fair market price of the stock on the date of issuance. In the three months ended June 30, 2013, the Company recorded $35,600 in consulting expense related to the 12,000,000 shares issued to consultants. The Company also recognized consulting expense from consulting agreements entered into prior to June 30, 2012 which ranged from (3) to (12) month terms. The portion of the contract terms not yet completed were recorded as a prepaid asset. With regards to these ongoing consulting contracts, the Company recognized $169,638 in consulting expense which was previously recorded as a prepaid asset and is further detailed in Note 5.

 

NOTE 14– STOCK OPTIONS

 

2009 Plan

 

On April 17, 2009, our board of directors authorized the 2009 Plan covering 5,000,000 shares of common stock.   The 2009 Plan was required to be approved by our shareholders prior to April 17, 2010 or any incentive stock options we may award under the 2009 Plan will automatically convert into non-qualified options upon terms and conditions determined by the board of directors, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the incentive stock options being so converted.  Following the adoption of the 2009 Plan our board of directors granted options to purchase an aggregate of 970,000 shares of our common stock with exercise prices ranging from $0.70 to $1.40 per share.

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

NOTE 14– STOCK OPTIONS (continued)

 

In the event of any stock split of our outstanding common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the 2009 Plan without giving effect to such stock split.  Subject to the limitation on the aggregate number of shares issuable under the 2009 Plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person.  Plan options may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions.  Any option granted under the 2009 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than

 

10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant.  The 2009 Plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000.  The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.

 

On October 30, 2009 our board of directors amended options to purchase an aggregate of 832,500 shares of our common stock with exercise prices ranging from $0.70 to $1.40 per share granted under our 2009 Equity Compensation Plan. These shares are held by members of management, an employee, and a consultant to accelerate the vesting of all previously unvested portions to October 29, 2009 and, at the same time, to provide that all such options are exercisable for the earlier of three years from the vesting date or one year after the date the holder is no longer an officer, director or employee of our company or, as to the consultant, no longer renders services to us.

 

The fair value of the options was based on the Black Scholes Model using the following assumptions:

 

		2013				2012
Exercise price		$	0.70			$	0.70
Market value at date of grant		$	0.60			$	0.60
Volatility			542% - 551%				542% - 551%
Expected dividend rate			0				0
Risk-free interest rate			0.31% - 0.34%				0.31% - 0.34%

 

The Company had no compensation cost for options amounts during the three months ended June 30, 2013 and for the year ended December 31, 2012.

 

The Company's policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not intend to issue shares pursuant to the exercise of stock options from its treasury shares.

 

There are no unamortized costs associated with share-based payments at June 30, 2013 and December 31, 2012.

 

2009 Plan

 

A summary of stock option activity during the three months ended March 31, 2013 and year ended December 31, 2012 of the Company’s stock option plans is as follows:

 

 

 

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

		Six Months ended June 30, 2013												Year ended December 31, 2012
						Weighted												Weighted
						Average				Aggregate								Average				Aggregate
		Number of				Exercise				Intrinsic				Number of				Exercise				Intrinsic
Stock Options		Options				Price				Value				Options				Price				Value
Balance at beginning of year			191,667			$	1.08				—				266,667			$	0.97				—
Granted			—				—				—				—				—				—
Exercised			—				—				—				—				—				—
Forfeited			—				—				—				(75,000	)			0.7				—
Balance at end of year			191,667				1.08				—				191,667				1.08				—
Options exercisable at end of period			191,667			$	1.08				—				191,667			$	1.08				—
Weighted average fair value of
options granted during year							—												—

 

 

The following table summarizes information about employee stock options outstanding at June 30, 2013:

 

Options Outstanding				Options Exercisable
				Weighted
		Number		Average		Weighted			Number		Weighted
Range of		Outstanding at		Remaining		Average			Exercisable at		Average
Exercise		June 30,		Contractual		Exercise			June 30,		Exercise
Price ($)		2013		Life		Price ($)			2013		Price ($)
0.7		75,000		1.67 years		0.07			75,000		0.7
1.32		116,667		1.50 years		1.32			116,667		1.32
		191,667							191,667		1.08

 

 

 

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

 

The following activity occurred under the Company’s plans:

 

	Sunday, June 30, 2013		Monday, December 31, 2012
Weighted average grant date fair value of options granted	$                                    -		$                                             -
Aggregate intrinsic value of options exercise	N/A		N/A
Fair value of options recognized as expense	$                                    -		$                                             -

 

 

 

NOTE 15– COMMITMENTS

 

We were a defendant in two actions, each entitled 951 Yamato Acquisition Company, LLC versus VOIS Inc., both as filed in December 2009 the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS, which are related to the lease agreements for our former office space.  A combined summary judgment was entered in April, 2010 against VOIS in the amount of $106,231.  At June 30, 2013 and December 31, 2012 our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $20,715 and $17,528 in accrued interest, respectively.

 

During fiscal 2012, we terminated our office lease and have no future rent commitments at June 30, 2013. We have accrued for amounts owed which relate to a combined summary judgment which was entered in April, 2010 against VOIS in the amount of $106,231. This judgment is related to the lease agreements for our former office space. 

 

The commitments over the next three years are as follows:

 

 

	Year				Commitments
	2013			$	—
	2014			$	—
	2015			$	—

 

 

 

NOTE 16- SUBSEQUENTEVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no other material subsequent events exist.

 

1.

On July 10, 2013, the Company issued 36,363,636 common shares for a $18,000 reduction in non-related party convertible debt.

2.

In July of 2013, Mind Technologies, Inc. was dissolved as an entity. The Company has a due from related party balance of $4,907 related to Mind Technologies.

 

 

 

 

 

 

PART II

 

ITEM 2.             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Overview

 

From our beginning in 2006, VOIS™ (pronounced “Voice”) was a social commerce website designed so that people could easily find and do business withbuyers and sellers of on-demand work or manufacturing around the world.

 

VOIS is an acronym which stands for Virtual Outsourcing Is Social.  We introduced the powerful business tool of outsourcing to the individual and small business owner on a worldwide scale for the first time. 

 

In addition to our social commerce website business model, we had been actively seeking opportunities to develop cloud-based services and develop products and services that will generate additional revenue, as well as seeking potential opportunities to acquire or merge with other companies that have product offerings that complement our business activities.

On October 19, 2012, VOIS Inc. (i) closed a share exchange transaction, pursuant to which VOIS Inc. became the 100% parent of Mind Solutions, Inc., and (ii) assumed the operations of Mind Solutions, Inc.

 

On October 19, 2012, we completed the acquisition of Mind Solutions, Inc. (“MSI”) pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) among VOIS, MSI and Mind Solutions Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company. Under the terms of the Merger Agreement Mind Solutions Acquisition Corp. was merged into Mind Solutions, Inc., and Mind Solutions, Inc. became our wholly-owned subsidiary. The shareholder of Mind Solutions, Inc. was issued a total of 196,000,000 shares of our common stock in exchange for their Mind Solutions, Inc. shares.

 

After the merger and transactions that occurred at the same time as the merger, there were 243,031,045 shares of our common stock outstanding, of which 196,000,000, approximately 81%, were held by the former shareholders of Mind Solutions, Inc.

 

On December 18, 2012, the Company signed a licensing agreement with Mind Technologies, Inc., (MTEK), for the right to use, develop, improve, manufacture, and sale the licensed software application which uses wireless headsets to read brainwaves and allow interaction with a computer. The Company issued 7 million common shares to MTEK as consideration for the licensing agreement.

 

On April 30, 2013 the Company executed an asset purchase agreement with MTEK, whereby the Company purchased all the assets of MTEK for 30,000,000 common shares. The assets purchased were previously licensed from MTEK as described previously. The cost basis of the assets acquired is $86,033, with accumulated depreciation of $81,638, which resulted in a net asset balance of $4,395. The Company recorded the excess consideration as additional paid in capital being it was a related party transaction. The former CEO of Mind Solutions, Inc. is also the former CEO of MTEK. The Company acquired all the assets involved with the former operations of MTEK which include three thought-controlled software applications named Mind Mouse, Master Mind and Think-Tac-Toe. These purchased assets constitute neural processing software for thought-controlled technologies, allowing the user to interact with computers, gaming devices, and other machines through the power of the mind. Included in the purchase are all of Mind Technologies’ inventory, fixed assets, intellectual property, and an assignment of rights and assumption of obligations under Mind Technologies’ existing contracts.

 

We currently operate with a small staff in San Diego, California and outsource as much as possible to third parties, including our technology development team.  We direct and manage our product development and maintenance internally, while our outsourced team provides creative, development, and maintenance services as well as customer support functions.

 

Our business and operations are now the business and operations of MSI.

 

 

 

Going Concern

 

Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our current and future liabilities when they become due until such time, if ever, that we are able to generate sufficient revenues to attain profitable operations. We have experienced losses and negative cash flows from operations since inception and, at June 30, 2013, we had a working capital deficit of $961,165 and an accumulated deficit of $2,503,847.  The report of our independent registered public accounting firm on our financial statements for fiscal 2012 contained an explanatory paragraph regarding our ability to continue as a going concern. There can be no assurance that acceptable financing to fund our ongoing operations can be obtained on suitable terms, if at all. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders could lose their entire investment in our company.

 

Results of Operations

 

Three Months ended June 30, 2013

 

During the three months ended June 30, 2013 and 2012 we had no revenue. We are aggressively looking for ways to leverage our technology to develop revenue streams.

 

General and administrative expenses increased by $3,255 to $8,960 from $5,705, for the three months ended June 30, 2013 and 2012, respectively.

 

Consulting expense increased by $202,506, to $220,378 from $17,872, for the three months ended June 30, 2013 and 2012, respectively, primarily as a result of a the expense related to stock being issued to consultants for services rendered to the Company.

 

Professional fee expense increased by $21,456, to $30,317 from $8,861, for the three months ended June 30, 2013 and 2012, respectively, primarily due to increased accounting and legal fees due to the merger with Mind Solutions, Inc. and asset purchase agreement with Mind Technologies, Inc.

 

Interest expense increased to $13,115, to $13,115 from $-0-, for the three months ended June 30, 2013 and 2012, respectively. The increase is a result of the Company executing a reverse merger with Mind Solutions, Inc. The liabilities from Vois were carried forward after the reverse merger. The interest expense of $13,115 for the three months ended June 30, 2013 was accrued. No interest was paid for the quarter.

 

Derivative interest increased to $93,784, to $93,784 from $-0-, for the three months ended June 30, 2013 and 2012, respectively. The increase was due to the derivative liability that was calculated using the Black Scholes Model regarding the four issued convertible debentures in the quarter as well as the amortization of the six other convertible debentures issued in the previous period.

 

Six Months ended June 30, 2013

 

During the six months ended June 30, 2013 and 2012 we had no revenue. We are aggressively looking for ways to leverage our technology to develop revenue streams.

 

General and administrative expenses increased by $12,143, to $18,023 from $5,880, for the six months ended June 30, 2013 and 2012, respectively.

 

Consulting expense increased by $1,070,563, to $1,105,492 from $34,929, for the six months ended June 30, 2013 and 2012, respectively, primarily as a result of the expense related to stock being issued to consultants for services rendered to the Company.

 

Professional fee expense increased by $82,078, to $90,939 from $8,861, for the six months ended June 30, 2013 and 2012, respectively, primarily due to increased accounting and legal fees due to the merger with Mind Solutions, Inc. and asset purchase agreement with Mind Technologies, Inc.

 

Interest expense increased to $22,900, to $22,900 from $-0-, for the six months ended June 30, 2013 and 2012, respectively. The increase is a result of the Company executing a reverse merger with Mind Solutions, Inc. The liabilities from Vois were carried forward after the reverse merger. The interest expense of $22,900 for the six months ended June 30, 2013 was accrued. No interest was paid in the period.

 

Derivative interest increased to $134,787, to $134,787 from $-0-, for the six months ended June 30, 2013 and 2012, respectively. The increase was due to the derivative liability that was calculated using the Black Scholes Model regarding the ten issued convertible debentures in the six months ended June 30, 2013.

 

Forgiveness of debt increased to $111,610, to $111,610 from $-0-, for the six months ended June 30, 2013 and 2012, respectively. The increase was due to the dissolution of an affiliated entity to the Company’s subsidiary Mind Solutions, Inc. which were recorded as accounts payable to related parties.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash.  The following table provides certain selected balance sheet comparisons between June 30, 2013 and December 31, 2012: 

 

		June 30,				December 31,				$				%
		2013				2012				Change				Change
Working Capital			(961,165	)			(1,207,842	)			246,677				20.4	%
Cash			43,895				208				43,687				Greater than 100%
Total current assets			277,835				208				277,627				Greater than 100%
Total assets			286,081				885,581				(599,500	)			(67.7	)%
Accounts payable and accrued liabilities			495,460				544,374				(48,914	)			(9.0	)%
Notes payable and accrued interest			743,540				663,676				79,864				12.0	%
Total current liabilities			1,239,000				1,208,050				30,950				2.6	%
Total liabilities			1,239,000				1,208,050				30,950				2.6	%

 

 

At June 30, 2013, our working capital deficit decreased as compared to December 31, 2012 primarily as a result of an increase in current assets of $277,627, which were from an increase in prepaids from stock issued to consultants for future services and cash from convertible notes issued.

 

Operating activities

 

Net cash used for continuing operating activities during the six months ended June 30, 2013 was $173,611. Non-cash items totaled approximately $1,086,920 which included the following:

•	$829,900 representing the value of shares issued to consultants for services rendered to the Company
•	$103,325 of derivative expense, estimated from convertible notes outstanding
•	$480,000 in available for sale securities compensation to consultant
•	($111,610) of forgiveness of debt from accounts payable to related parties
•	$1,520 of depreciation
•	($233,943) prepaids from stock issued to consultants for future services
•	$17,728 accounts payable and accrued expenses
Net cash used for continuing operating activities during the six months ended June 30, 2012 was $50,816. Non-cash items totaling approximately $1,146 contributing to the net cash used in continuing operating activities for fiscal 2012 include:
•	($5,160) decrease in advances to related parties
•	$3,965 increase in accounts payable and accrued expenses
•	$49 of depreciation expense

 

Investing activities

 

Net cash used in investing activities was $0 for the six months ended June 30, 2013 and 2012, respectively.

 

Financing activities

 

Net cash provided by financing activities was $217,295 as compared to $50,435 for the six months ended June 30, 2013 and 2012, respectively. During the six months ended June 30, 2013, we received $202,000 from the issuance of convertible notes, $48,100 from the issuance of notes to related party, and paid $32,805 on convertible notes to related party. During the six months ended June 30, 2012 we received $50,435 from notes payable to related parties.

 

Critical Accounting Policies

 

Share-based Payment

 

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), Share-Based Payment, which replaced SFAS No. 123 and superseded Accounting Principles Board ("APB") Opinion No. 25. Under SFAS No. 123(R) now FASB ASC 718, Compensation-Stock Compensation, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107.” SAB 107 expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. FASB ASC 718 permitted public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.  Effective with its fiscal 2006 year, we adopted the provisions of FASB ASC 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value.   Such compensation amounts are amortized over the respective vesting periods of the options granted.

 

Accounting Pronouncements Recently Adopted

 

In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) (ASU 2010-09) which provides an update to Topic 855, Subsequent Events. This update clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This guidance became effective upon issuance and has been adopted by the Company.

 

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable to a smaller reporting company.

 

ITEM 4.	CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Based on his evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our chief executive officer and our chief financial officer have concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

 

 

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.  Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2013.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.  Our management has concluded that, as of June 30, 2013, our internal control over financial reporting is effective based on these criteria.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

 

 

ITEM 6. EXHIBITS.

 

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

Exhibit No.				Description of Exhibit
3.1				Certificate of Incorporation (1)
3.2				Certificate of Amendment to the Certificate of Incorporation (2)
3.3				Form of Restated Certificate of Incorporation (2)
3.4				Certificate of Amendment to Certificate of Incorporation (3)
3.5				Form of Restated Certificate of Incorporation (3)
3.6				Certificate of Amendment to the Certificate of Incorporation (4)
3.7			Form of Restated Certificate of Incorporation (4)
3.9			Bylaws (1)
3.10			Certificate of Domestication and Articles of Incorporation as filed with the Secretary of State of Florida on March 18, 2010 (15)
3.11			Articles of Amendment to the Articles of Incorporation as filed with the Secretary of State of Florida on June 18, 2010 (17)
3.12			Articles of Amendment to the Articles of Incorporation as filed with the Secretary of State on October 29, 2010 (18)
10.1			Asset Purchase and Assignment Agreement dated February 1, 2007 by and between Vois Networking, Inc. and Medstrong International Corporation (5)
10.2			2002 Stock Option Plan (8)
10.3			2007 Equity Compensation Plan (6)
10.4			Amendment No. 1 to the 2002 Stock Option Plan (9)
10.5			Form of Loan Restructuring Agreement between the company and the note holders (10)
10.6			Employment letter agreement dated January 8, 2007 with Mr. Schultheis (11)
10.7			Employment letter agreement dated January 8, 2007 with Mr. Tabin (11)
10.8			Form of Stock Purchase Agreement by and among Trackside Brothers LLC , VOIS Partners LLC, VOIS Inc. and Schneider Weinberger &Beilly LLP (12)
10.9			Form of Stock Purchase Agreement by and among Carrera Capital Management, Inc. , VOIS Partners LLC, VOIS Inc. and Schneider Weinberger &Beilly LLP (12)
10.10			Form of Stock Purchase Agreement by and among JAB Interactive LLC, VOIS Partners LLC, VOIS Inc. and Schneider Weinberger &Beilly LLP (12)
10.11			Lease for principal executive offices (13)
10.12			Form of Agreement dated December 19, 2009 between VOIS Inc. and Gary Schultheis and Herb Tabin (14)
10.13			2010 Equity Compensation Plan (16)
10.14			Subscription Agreement dated as of November 3, 2010 between VOIS Inc. and IceWEB, Inc. (19)
14.1			Code of Business Conduct and Ethics (7)
23.1			Consent of Sherb& Co., LLP*
31.1			Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
31.2			Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer *
32.1			Section 1350 certification of Chief Executive Officer *
32.2			Section 1350 certification of principal financial and accounting officer *

 

*           filed herewith

 

(1)	Incorporated by reference to the registration statement on Form SB-1, SEC File No. 333-57468, as amended.
(2)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended June 30, 2006.
(3)	Incorporated by reference to the Annual Report on Form 10-KSB for the period ended December 31, 2006.
(4)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended March 31, 2007.
(5)	Incorporated by reference to the Current Report on Form 8-K as filed on February 12, 2007.
(6)	Incorporated by reference to the Current Report on Form 8-K as filed on October 25, 2007.
(7)	Incorporated by reference to the Annual Report on Form 10-KSB for the period ended December 31, 2003.
(8)	Incorporated by reference to the definitive proxy on Schedule 14A as filed on July 10, 2002.

 

(9)	Incorporated by reference to the definitive proxy on Schedule 14A as filed on July 11, 2003.
(10)	Incorporated by reference to Annual Report on Form 10-KSB/A for the period ended December 31, 2003.
(11)	Incorporated by reference to the Current Report on Form 8-K as filed on February 5, 2007.
(12)	Incorporated by reference to the Current Report on Form 8-K as filed on November 1, 2007.
(13)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended March 31, 2009.
(14)	Incorporated by reference to the Current Report on Form 8-K as filed on December 23, 2009.
(15)	Incorporated by reference to the Current Report on Form 8-K as filed on March 24, 2010.
(16)	Incorporated by reference to the Current Report on Form 8-K as filed on April 23, 2010.
(17)	Incorporated by reference to the Current Report on Form 8-K as filed on June 23, 2010.
(18)	Incorporated by reference to the Current Report on Form 8-K as filed on October 30, 2010.
(19)	Incorporated by reference to the Current Report on Form 8-K as filed on November 6, 2010.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

	VOIS Inc.
August 7, 2013	By: /s/ Kerry Driscoll
	Kerry Driscoll, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)