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EX-31 - EXHIBIT 31.1 - MOBILE AREA NETWORKS INCex31-1.htm
EX-31 - EXHIBIT 31.2 - MOBILE AREA NETWORKS INCex31-2.htm
EX-32 - EXHIBIT 32 - MOBILE AREA NETWORKS INCex32.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: June 30, 2012

Or

   
 

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

 

 ACT OF 1934

For the transition period from: _____________ to _____________

 


 

Mobile Area Networks, Inc.

(Exact name of registrant as specified in its charter)

 


 

Florida

333-18439

59-3482752]

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

 

2772 Depot Street, Sanford, Florida 32773

(Address of Principal Executive Office) (Zip Code)

 

407-333-2350

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

X

Yes

 

No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).

 

X

Yes   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.

 

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 Act).

 

Yes

X

No

 

 

As of June 30, 2012, 49,060,788 shares of voting common stock were outstanding

 



 

 
 

 

 

Mobile Area Networks, Inc.

 

Index

Page

 

       
 

PART I – FINANCIAL INFORMATION

   
Item 1.

Financial Statements.

3  
Item 2.

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

7  
Item 3. Quantitative and Qualitative Disclosures about Market Risk . 9  
Item 4. Controls and Procedures 9  
 

PART II-OTHER INFORMATION

   
Item 1. Legal Proceedings. 10  
Item 1A Risk Factors. 10  
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

10  
Item 3. Defaults Upon Senior Securities. 10  
Item 4. Submission of Matters to a Vote of Securities Holders. 10  
Item 5. Other Information. 10  
Item 6. Exhibits 10  
SIGNATURE 11  

 

 
2

 

  

Item 1. Financial Statements

 

 MOBILE AREA NETWORKS, INC.

 

(A Florida Corporation)

Sanford, Florida

Balance Sheets

 

   

December 31,

   

June 30,

 
   

2011

   

2012

 
   

(Audited)

   

(Unaudited)

 
Assets                

Current assets:

               

Cash and Cash Equivalents

  $     $  

Accounts Receivable-Net of Allowance for Doubtful Accounts

    46,420        

Inventory

    63,480        

Total current assets

    109,900        
                 

Property and Equipment-Net of Accumulated Depreciation

    9,282        
                 

Other Assets:

               

Security Deposits and Other Assets

    7,092        

Total Assets

    126,274     $  
                 

Liabilities and Stockholders' Deficit

               

Current liabilities:

               

Bank Overdraft

    31,574     $ 30,192  

Notes and Capital Leases Payable-Due Within One Year

    108,342       99,933  

Acounts Payable

    87,606       87,605  

Accrued Expenses

    419,797       16,580  

Total current liabilities

    647,319       234,310  

Other Liabilities:

               

Notes and Capital Leases Payable-Due After One Year

           

Accrued Salaries-Related Party

    1,428,048       1,488,048  

Advances from Stockholders

    455,001       352  

Total Liabilities

    2,530,368       2,074  
                 

Stockholders’ Deficit

               

Common stock, no par value, authorized 50,000,000 shares, issued and outstanding 49,060,788 shares

    4,656,636       4,656,636  

Paid-In Capital

    56,840       56,840  

Accumulated Deficit

    (7,117,570 )     (6,787,679 )

Total Stockholders’ Deficit

    (2,404,094 )     (2,074,203 )

Total Liabilities and Stockholders’ Deficit

    126,274     $  

 

See accompanying notes to financial statements.

 

 
3

 

  

MOBILE AREA NETWORKS, INC.

(A Florida Corporation)

Sanford, Florida

Statements of Operations

Three and Six months ended June 30, 2012 and 2011

(Unaudited)

 

   

Three

   

Three

   

Six

   

Six

 
    Months     Months     Months     Months  
   

Ended

   

Ended

   

Ended

   

Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2012

   

2011

   

2012

   

2011

 
                                 

Sales-Net of Returns and Allowances

  $ 13,780     $ 35,003     $ 40,058     $ 95,577  

Cost of Goods Sold

    75,394       44,217       128,271       87,542  

Gross Profit (Loss)

    (61,614 )     (9,214 )     (88,213 )     8,035  
                                 
Operating expenses                                

Depreciation

    1,547       1,547       3,094       3,094  

Bad Debt Expense

    22,649             22,649       2,000  

Interest and Finance Charges

    3,300       4,700       6,367       8,912  

Outside Services

    2,040       3,270       8,170       4,570  

Administrative Payroll and taxes

    30,290       49,867       60,599       97,941  

Professional Services

          6,550             7,550  

Other Operating Expenses

    31,799       33,496       63,145       71,214  
                                 

Total Operating Expenses

    91,625       99,430       164,024       195,281  

Loss Before Other Income and Provision for Taxes

    (153,239 )     (108,644 )     (252,237 )     (187,246 )

Other Income

                               

Debt Forgiven in Exchange for Royalties

    578,829             578,829        

Gain on Disposal of Fixed Assets

    3,299             3,299          

Net Income (Loss) before taxes

    428,889       (108,644 )     329,891    

(187,246

)

Provision for Taxes

                       
                                 

Net Income (Loss) for the Period

  $ 428,889     $ (108,644 )   $ 329,891     $ (187,246 )
                                 

Weighted Average Number of Common Shares

                               

Outstanding-Basic and Diluted

    49,060,788       49,060,788       49,060,788       49,060,788  
                                 

Net loss per share-Basic and Diluted

  $ 0.01     $ (0.00 )   $ .01     $ (0.00 )

 

See accompanying notes to financial statements.

 

 
4

 

 

 

MOBILE AREA NETWORKS, INC.

(A Florida Corporation)

Sanford, Florida

Statements of Cash Flows

 

Six months ended June 30, 2012 and 2011

(Unaudited)

 

   

Six Months

   

Six Months

 
   

Ended

   

Ended

 
   

June 30,

   

June 30,

 
   

2012

   

2011

 

Cash flows from operating activities

               

Net income (loss) for the Period

  $ 329,891     $ (187,246 )

Adjustments to Reconcile Net Loss to Net Cash Flows from Operating Activities:

               

Depreciation

    3,094       3,094  

Bad Debt Expense

          2,000  

Changes in Assets and Liabilities:

               

Accounts Receivable

    46,420       8,684  

Inventory

    63,480       4,474  

Other Assets

    13,280        

Accounts Payable

          (629 )

Accrued Expenses

    (403,217 )     72,446  

Accrued Salaries-Related Party

    60,000       60,000  

Net Cash Flows from Operating Activities

    112,948       (37,177 )
                 

Cash Flows from Investing Activities

               

Acquisition of Property and Equipment

           

Cash Flows from Financing Activities

               

Advances (Repayments) from Stockholders

    (103,156 )     34,000  

Proceeds from Issuance of Common Stock

             

Increases (Repayment) of Notes and Capital Leases Payable

    (8,409 )     7,688  
                 

Net Cash Flows from Financing Activities

    (111,565 )     41,688  
                 

Net Change in Cash and Cash Equivalents

    1,383       4,511  
                 

Cash and Cash Equivalents (Bank Overdraft)-Beginning of Period

    (31,574 )     (13,587 )
                 

Cash and Cash Equivalents (Bank Overdraft)-End of Period

  $ (30,191 )   $ (9,076 )
                 

Supplemental disclosure of cash flow information

               
                 

Cash paid for:

               

Taxes

  $        
                 

Interest

  $ 6,367       8,912  

 

See accompanying notes to financial statements.

 

 
5

 

 

MOBILE AREA NETWORKS, INC.

(A Florida Corporation)

Sanford, Florida

Notes to Financial Statements

 

Note A -     Basis of Presentation

The condensed financial statements of Mobile Area Networks, Inc. (the ”Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K.

 

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

 

Reclassifications

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

 

 

Note B -     Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported net income of $329,891 and a net loss of $187,246 for the six months ended June 30, 2012 and 2011, respectively. As a result, there is an accumulated deficit of $6,787,679 at June 30, 2012. The primary causes of the operating losses for 2012 and 2011 and operating losses in earlier years are attributable to decreases in orders from several key customers, competition and soft economic conditions.

 

The Company’s continued existence is dependent upon its ability to raise capital and/or achieving profitable operations. The Company is in the process of re-evaluating its strategic direction and is actively exploring merger opportunities. The Company vacated the plant, auctioned (sold) the equipment and terminated the employees. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

 

 

Note C-      Financial Review

These financial statements have not been reviewed by the Company’s independent accounting firm.      

 

 
6

 

 

Item 2.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

 

 

 

Liquidity and Capital Resources

 

Working Capital amounted to $(234,310) at June 30, 2012 compared to $(537,419) at December 31, 2011. Cash amounted to a Bank Overdraft of $30,192 at June 30, 2012 as compared to a Bank Overdraft of $31,574 at December 31, 2011. As more fully described under the Company’s statements of cash flows in the accompanying financial statements, net cash from or (used in) operating activities for the six months ended June 30, 2012 and 2011 was $112,948 and ($37,177). For the six months ended June 30, 2012 and 2011, cash was provided primarily by operations and Advances from Stockholders. During the six months ended June 30, 2012 and 2011, cash was used to fund operations.

 

As indicated herein, the Company’s short term liquidity needs have been historically satisfied primarily from the continuing sale of the Company stock and advances from stockholders.

 

 

Results of Operations

 

Sales decreased during the current period second quarter and six months as compared with the year earlier period. For the three months ended June 30, 2012 sales were $13,780 and for the three months ended June 30, 2011, sales were $35,003. For the six months ended June 30, 2012, sales were $40,058 and for the six months ended June 30, 2011, sales were $95,577. The decreases for both the three month and six month periods relate to a weaker economy and the Company’s unsuccessful ability to receive an increase in orders from its existing customer base.

 

Cost of Goods Sold increased during the three and six month periods when compared to the year earlier periods. For the three months ended June 30, 2012, Cost of Goods Sold were $75,394 and for the three months ended June 30, 2011, Cost of Goods Sold were $44,217. For the six months ended June 30, 2012, Cost of Goods Sold were $128,271 and for the six months ended June 30, 2011, Cost of Goods Sold were $87,542. The increases for the three and six month periods related principally to the write-off of inventory.

 

Total Operating Expenses decreased to $91,625 for the three months ended June 30, 2012 from $99,430 for the three months ended June 30, 2011. For the six months ending June 30, 2012, operating expenses decreased to $164,024 from $195,281 for the six months ending June 30, 2011.

 

Depreciation expense remained unchanged at $1,547 for the three months ended June 30, 2012 and June 30, 2011, respectively. For the six months ended June 30, 2012 and June 30, 2011, respectively, depreciation expense was $3,094.

 

 
7

 

 

Bad Debt Expense was $22,649 for the three months ending June 30, 2012 and $-0- for the three months ending June 30, 2011. For the six months ending June 30, 2012, Bad Debt Expense was $22,649 and for the six months ending June 30, 2011, Bad Debt Expense was $2,000.

 

Interest and Finance Charges decreased to $3,300 for the three months ended June 30, 2012 from $4,700 for the three months ended June 30, 2011. Interest and Finance Charges decreased to $6,367 for the six months ended June 30, 2012 from $8,912 for the six months ended June 30, 2011. The current period interest expense and finance charges are less due to a lower interest rate average on credit cards.

 

Outside Services expense was $2,040 for the three months ended June 30, 2012 and $3,270 for the three months ending June 30, 2011. For the six months ended June 30, 2012, Outside Services expense was $8,170 compared to $4,570 for the six months ended June 30, 2011. The incidence of contracted labor expenses vary with Company staffing and the levels of production.

 

Administrative Payroll and Payroll Tax expense decreased to $30,290 for the three months ending June 30, 2012 from $49,867 for the three months ending June 30, 2011. Administrative Payroll and Payroll Tax expense decreased to $60,599 for the six months ending June 30, 2012 from $97,941 for the six months ending June 30, 2011. The reduced expenses for the quarter and six months is attributable to a reduction in staff necessitated by the decrease in sales.

 

Professional Services expense increased to $-0- for the three months ended June 30, 2012 from $6,550 for the three months ended June 30, 2011. For the six months ended June 30, 2012, Professional Services expense decreased to $-0- from $7,550 for the six months ended June 30, 2011. The expense is for audit and review services from the Company’s independent public accountants and also legal services.

 

Other Operating Expenses were $31,799 for the three months ended June 30, 2012 and $33,496 for the three months ended June 30, 2011. Other Operating Expenses were $63,145 for the six months ended June 30, 2012 and $71,214 for the six months ended June 30, 2011. The decreases for the three and six month periods reflect decreased spending for marketing, health insurance, travel and telephone expenses.

 

Other Income for the three months ending June 30, 2012 included $578,829 for forgiveness of a note and accrued rent payable to the building lessor in exchange for waiving future royalty income on a jointly developed new product. Other Income for the three months ending June 30, 2012 also included $3,209 for a gain on the sale of the Company’s equipment. For the three and six months ending June 30, 2011, Other Income was $-0-.

 

The Net Income for the Period was $428,889 for the three months ended June 30, 2012 an increase from the $(108,644) Net Loss for The Period reported for the three months ended June 30, 2011. The Net Income for the Period was $329,891 for the six months ended June 30, 2012, an increase from the $(187,246) Net Loss reported for the six months ended June 30, 2011. The Net Loss Per Share was $.01 for the three months ending June 30, 2012 and $.00 for the three months ending June 30, 2011. The Net Loss Per Share was $.01 for the six months ending June 30, 2012 and $.00 for the six months ending June 30, 2011.

 

 
8

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required by smaller reporting companies.

 

 

 

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding financial disclosure.

 

As required by SEC Rule 15d-15(e), we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer/Chief Financial Officer have concluded that our disclosure controls and procedures are not effective.

 

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

 
9

 

 

PART II – OTHER INFORMATION                              

Item 1.

Legal Proceedings.

None

 

Item 1A.

Risk Factors.

Not required by smaller reporting companies.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

 

Item 3.

Defaults Upon Senior Securities.

None

 

Item 4.

Submission of Matters to a Vote of Security Holders.

None

 

Item 5.

Other Information.

Forward-Looking Statements

 

The Quarterly Report on Form 10-Q contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company. Such statements are only predictions and the actual events or results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below as well as those discussed in other filings made by the Company with the Securities and Exchange Commission, including the Company’s Annual Report included in its annual filing on Form 10-K.

 

 

 

Item 6.

Exhibits.

31.1

Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).

 

 
10

 

 

SIGNATURE

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

 

Date: August 10, 2012         

Mobile Area Networks, Inc.

   

  

     
 

By:  

/s/ George Wimbish

   

George Wimbish

   

Director, Chairman and President

 

 

11