UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________
Commission File No. 333-123176
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FIT FOR BUSINESS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
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Nevada 20-2008579
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10/27 Mayneview St., Milton, Australia
(Address of principal executive offices) (Zip Code)
61-7-33673355
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days.
Yes |_| No |X|
Check whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. Yes |_| No |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|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 24, 2006: 24,346,000 shares of common stock.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
TABLE OF CONTENTS
PART I-- FINANCIAL INFORMATION.................................................1
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Item 1. Financial Information...........................................1
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Item 2. Management's Discussion and Analysis or Plan of Operation.......2
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Item 3. Controls and Procedures.........................................7
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PART II - OTHER INFORMATION....................................................7
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Item 1. Legal Proceedings...............................................7
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....7
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Item 3. Defaults Upon Senior Securities.................................8
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Item 4. Submission of Matters to a Vote of Security Holders.............8
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Item 5. Other Information...............................................8
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Item 6. Exhibits and Reports of Form 8-K................................8
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SIGNATURES.....................................................................9
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i
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2006
1
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
Page No.
--------
Statements of Operations and Comprehensive Loss F-2
Balance Sheet F-3
Statements of Stockholders' (Deficit) F-4
Statements of Cash Flows F-5
Notes to and Forming Part of the Financial Statements F-6
F-1
FIT FOR BUSINESS INTERNATIONAL INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
FOR THE PERIOD 1 JULY 2006 TO 30 SEPTEMBER 2006
AND CUMULATIVE FROM INCEPTION
(DECEMBER 14, 1998) THROUGH SEPTEMBER 30, 2006
Periods Ended
September 30, Cumulative
-------------------------------- 30/6/06 From
2006 2005 USD Inception
-------------- -------------- -------------- --------------
USD$ USD$ USD$
REVENUES
Sales of product and services 2,868.00 1,976.00 14,564.00 31,836.00
--------------
TOTAL REVENUES 2,868.00 1,976.00 -- 31,836.00
COST OF GOODS SOLD (697.00) -- -- (15,101.00)
-------------- -------------- --------------
GROSS PROFIT (LOSS) 2,171.00 1,976.00 14,564.00 16,735.00
-------------- -------------- -------------- --------------
OPERATING EXPENSES
Selling, general and administrative-
Advertising & Promotion -- 103.00 40,316.00 40,316.00
Bad Debt Expense -- -- 384,363.00 384,363.00
Write off of deferred offering costs -- -- 79,685.00 79,685.00
Depreciation and amortisation 2,370.00 2,177.00 13,937.00 16,307.00
Legal, accounting & consulting fees 10,455.00 8,529.00 337,556.00 348,011.00
Office rent & common area costs -- 4,261.00 32,822.00 32,822.00
Wages, compensation and related taxes 240,853.00 36,091.00 1,449,426.00 1,735,028.00
Travelling expenses -- 1,759.00 35,249.00 35,249.00
Training & development -- 681.00 26,890.00 26,890.00
Other Expenses 7,993.00 68,734.00 188,801.00 196,794.00
Realised foreign exchange adjustments -- (185.00) 14,500.00 14,500.00
-------------- -------------- -------------- --------------
261,671.00 122,150.00 2,603,545.00 2,865,217.00
-------------- -------------- -------------- --------------
(259,500.00) (120,174.00) (2,588,981.00) (2,843,429.00)
-------------- -------------- -------------- --------------
Other Income / (Expense) 2,526.00 -- (20,879.00) (15,827.00)
NET OPERATING PROFIT (LOSS) (256,974.00) (120,174.00) (2,609,860.00) (2,866,834.00)
(Deficit) accumulated during
development stage, beginning of period (2,609,860.00) (748,501.00) -- --
-------------- -------------- -------------- --------------
TOTAL AVAILABLE FOR APPROPRIATION (DEFICIT) (2,866,834.00) (904,675.00) (2,630,739.00) (2,866,834.00)
-------------- -------------- -------------- --------------
(Deficit) accumulated during development
stage, end of period (2,866,834.00) (904,675.00) (2,630,739.00) (2,866,834.00)
-------------- -------------- -------------- --------------
Comprehensive Income
Australian currency translation 31,102.00 -- 9,116.00 40,218.00
-------------- -------------- -------------- --------------
Total Comprehensive (Loss) (2,834,312.00) (904,675.00) (2,621,623.00) (2,826,616.00)
============== ============== ============== ==============
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted (0.13) (0.04)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 20,888,123.00 20,235,890.00
The accompanying notes form part of these financial statements.
F-2
FIT FOR BUSINESS INTERNATIONAL, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2006
2006
-------------
USD$
ASSETS
CURRENT ASSETS
Cash on hand 29,669.00
Accounts Receivable:
Trade --
Franchise Fee Debtor 874,632.00
Allowance for doubtful accounts (383,833.00)
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490,799.00
Inventory 1,306.00
Total Current Assets 521,776.00
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Property and Equipment:
Development software applications 39,272.00
Website development costs 7,767.00
Office and computer equipment 2,015.00
Furniture & fixtures 179.00
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49,233.00
Less Accumulated depreciation and amortisation (16,480.00)
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Net Property and equipment 32,753.00
OTHER ASSETS
Trademark 224.00
Less: Accumulated amortisation (174.00)
Deferred Offering Costs 146,221.00
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Total Other Assets 146,271.00
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TOTAL ASSETS $ 700,800.00
=============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts Payable - Trade 70,724.00
Accrued Liabilities 245,454.00
Employee Entitlements Payable 1,025,450.00
Loans from related parties 128,737.00
Deferred Revenue - Licence Fee (Entered pre July 2006) 511,437.00
Good and services tax 33,912.00
New Licence - Bruce Gilling (Current) 98,107.00
Loan - Fort Street 29,015.00
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Total Current Liabilities 2,142,836.00
Promissory Notes Fort Street 134,664.00
Promissory Note - Elontraion PL 18,670.00
New Licence - Bruce Gilling (Non-current) 392,433.00
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Total Long-term debt 545,767.00
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TOTAL LIABILITIES 2,688,603.00
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SHAREHOLDERS' (DEFICIT):
Preferred stock, par value $.001 per share; 10,000,000 shares
authorised; 1,000,000 shares issued and outstanding 1,000.00
Common stock, par value $.001, 100,000,000 shares
authorised; 20,971,000 shares issued and outstanding 20,971.00
Additional paid in capital 828,842.00
Less: Common Stock subscription receivable - Fort Street Equity Inc. (12,000.00)
(Deficit) accumulated during the development stage (2,866,834.00)
Accumulated other comprehensive income 40,218.00
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Total stockholders' (deficit) (1,987,803.00)
Total Liabilities and Stockholders' (Deficit) $ 700,800.00
=============
The accompanying notes form part of these financial statements.
F-3
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' (DEFICIT) (NOTE 2)
FOR THE PERIODS FROM INCEPTION (DECEMBER 14, 1998)
THROUGH SEPTEMBER 30, 2006
(Deficit)
Common Accumulated Accumulated
Preferred Stock Common stock Additional Stock Other During the
----------------- ------------------- Paid-in Subscription Comprehensive Development
Description Shares Amount Shares Amount Capital Receivable (Loss) Income Stage Totals
------------------- --------- ------ ---------- ------- ---------- ------------ ------------- ----------- -----------
Balance -
December 14, 1998 -- $ -- -- $ -- $ -- $ -- $ -- $ -- $ --
Australian currency
translation -- -- -- -- -- -- (534) -- (534)
Net (loss) for
the period -- -- -- -- -- -- -- (16,960) (16,960)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 1999 -- -- -- -- -- -- (534) (16,960) (17,494)
Australian currency
translation -- -- -- -- -- -- 7,472 -- 7,472
Net (loss) for
the period -- -- -- -- -- -- -- (138,322) (138,322)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2000 -- -- -- -- -- -- 6,938 (155,282) (148,344)
Issuance of common
stock for services -- -- 5,000,000 5,000 -- -- -- (5,000) --
Australian currency
translation -- -- -- -- -- -- 25,453 -- 25,453
Net (loss) for
the period -- -- -- -- -- -- -- (53,529) (53,529)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2001 -- -- 5,000,000 5,000 -- -- 32,391 (213,811) (176,420)
Australian currency
translation -- -- -- -- -- -- (20,804) -- (20,804)
Net (loss) for
the period -- -- -- -- -- -- -- (32,584) (32,584)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2002 -- -- 5,000,000 5,000 -- -- 11,587 (246,395) (229,808)
Australian currency
translation -- -- -- -- -- -- (45,554) -- (45,554)
Net (loss) for
the period -- -- -- -- -- -- -- (24,176) (24,176)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2003 -- -- 5,000,000 5,000 -- -- (33,967) (270,571) (299,538)
Australian currency
translation -- -- -- -- -- -- (6,119) -- (6,119)
Net (loss) for
the period -- -- -- -- -- -- -- (130,264) (130,264)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2004 -- -- 5,000,000 5,000 -- -- (40,086) (400,835) (435,921)
Stock options
issued for cash -- -- -- -- 10,000 -- -- -- 10,000
Preferred and
common stock
issued for deemed
reverse merger
with FFB Australia 1,000,000 1,000 15,000,000 15,000 (30,950) -- -- 5,000 (9,950)
Employee
compensation paid
by issued shares -- -- -- -- 220,000 -- -- -- 220,000
Loan from former
director paid by
issued shares -- -- -- 7,500 -- -- -- 7,500
Consulting services
paid by
issued shares -- -- -- -- 132,500 -- -- -- 132,500
Promissory notes
converted to
common stock -- -- 870,000 870 377,932 -- -- -- 378,802
Australian currency
translation -- -- -- -- -- -- 1,855 -- 1,855
Net (loss) for
the period -- -- -- -- -- -- -- (536,308) (536,308)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2005 1,000,000 1,000 20,870,000 20,870 716,982 -- (38,231) (932,143) (231,522)
Compensation from
stock options
issued by principal
stockholder -- -- -- -- 54,751 -- -- -- 54,751
Common stock issued
for services -- -- 1,000 1 499 -- -- -- 500
Compensation from
common stock
issued by principal
stockholder -- -- -- -- 6,710 -- -- -- 6,710
Common stock issued
for cash -- -- 100,000 100 49,900 (12,000) -- -- 38,000
Australian currency
translation -- -- -- -- -- -- 47,347 -- 47,347
Net (loss) for
the period -- -- -- -- -- -- -- (1,677,717) (1,677,717)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
June 30, 2006 1,000,000 $1,000 20,971,000 $20,971 $ 828,842 $ (12,000) $ 9,116 $(2,609,860) $(1,761,931)
Australian currency
translation -- -- -- -- -- -- $ 31,102 -- 31,102
Net (loss) for
the period -- -- -- -- -- -- -- (256,974) (256,974)
--------- ------ ---------- ------- ---------- ----------- ------------- ----------- -----------
Balance -
September 30, 2006 1,000,000 $1,000 20,971,000 $20,971 $ 828,842 $ (12,000) $ 40,218 $(2,866,834) $(1,987,802)
========= ====== ========== ======= ========== =========== ============= =========== ===========
The accompanying notes form part of these financial statements.
F-4
FIT FOR BUSINESS INTERNATIONAL, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASHFLOWS
FOR THE PERIOD 1 JULY 2006 TO 30 SEPTEMBER 2006
AND CUMULATIVE FROM INCEPTION (DECEMBER 14, 1998)
THROUGH SEPTEMBER 30, 2006
Years Ended Cumulative
September 30, From
2006 2005 Inception
------------ ------------ --------------
USD$ USD$ USD$
Operating Activities:
Net Loss (256,974.00) (120,174.00) (2,866,834.00)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortisation 2,297.00 2,177.00 16,332.00
Allowance for doubtful debts -- -- 375,250.00
Write off of deferred offering costs -- -- 77,000.00
Write off of deferred revenue - new
licence fee (Bruce Gilling) (1,739.00) -- (1,739.00)
Employee compensation paid by issued
options and shares -- -- 281,461.00
Consulting and other services paid by
issued shares -- -- 133,000.00
Interest on promissory notes converted
to paid-in capital -- -- 13,801.00
Changes in net assets and liabilities:
Accounts receivable -- -- 124,750.00
Inventory -- -- (1,372.00)
Franchise Fee Debtor -- (837.00) --
Deferred Revenue - Licence Fee -- 1,115.00 --
Accounts payable - trade 2,395.00 22,439.00 83,036.00
Accrued liabilities and other 243,472.00 (8,279.00) 1,341,241.00
------------ ------------ --------------
Net Cash (Used in) Operating Activities (10,549.00) (103,559.00) (424,074.00)
Investing Activities:
Purchases of property and equipment -- -- (2,145.00)
Payment for Australian trademark -- -- (219.00)
Expenditures for website development costs -- -- (7,593.00)
Expenditures for developed software applications -- -- (38,393.00)
------------ ------------ --------------
Net Cash (Used in) Investing Activities -- -- (48,350.00)
Financing Activities:
Proceeds from issuance of convertible notes -- -- 365,000.00
Checks in excess of bank balance -- 129,201.00 2,471.00
Proceeds from loans - related parties -- -- 399,138.00
Payments from loans - related parties -- -- (295,803.00)
Payments from loan - former director -- -- 7,500.00
Proceeds from issuance of promissory notes -- -- 156,355.00
Payments of deferred offering costs -- (25,642.00) (219,952.00)
Proceeds from issuance of capital stock -- -- 38,050.00
------------ ------------ --------------
Net Cash Provided by Financing Activities -- 103,559.00 452,759.00
Total (10,549.00) -- (19,665.00)
Effect of Exchange Rate Changes on Cash 40,218.00 -- 49,334.00
------------ ------------ --------------
Net Increase (Decrease) in Cash 29,669.00 -- 29,669.00
Cash - Beginning of Period -- -- --
------------ ------------ --------------
Cash - End of Period 29,669.00 -- 29,669.00
============ ============ ==============
The accompanying notes form part of these financial statements.
F-5
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Fit For Business International, Inc. ("FFBI" or the "Company") is a Nevada
corporation in the development stage of providing products and services for: (i)
corporate wellness programs which address business productivity, stress and
absenteeism issues; (ii) living well programs directed primarily, but not
exclusively, to individuals over 45 years of age; and, (iii) nutritional
supplements manufactured and supplied by Herbalife Ltd. ("Herbalife"). The
accompanying financial statements of FFBI were prepared from the accounts of the
Company under the accrual basis of accounting in United States dollars. In
addition, the accompanying financial statements reflect the completion of a
deemed reverse merger between FFBI and Fit For Business (Australia) Pty Limited
("FFB Australia"), which was effected on September 14, 2004.
Prior to the completion of the deemed reverse merger, FFBI was a dormant
corporation with no assets or operations (essentially since its organization on
May 30, 2001, and incorporation on July 31, 2001). The Company was originally
incorporated under the name of Elli Tsab, Inc. On April 7, 2004, the name of the
Company was changed to Patient Data Corporation. On January 13, 2005, the name
of the Company was again changed to Fit For Business International, Inc. in
order to better reflect the current business plan.
FFB Australia was organized as an Australian private company on December 14,
1998, and subsequently began certain marketing studies and corporate awareness
programs to obtain customers for its products and services. In October 2003, FFB
Australia initiated a capital formation activity through the private placement
of certain convertible promissory notes which provided, through September 14,
2004, proceeds of $365,000. Subsequent to the completion of the deemed reverse
merger, the liability associated with the convertible promissory notes was
assumed by the Company. Thereafter, all of the promissory notes were converted
into shares of common stock of FFBI.
In addition, in November 2003, FFB Australia commenced a capital formation
activity to effect a deemed reverse merger with a corporation validly organized
in the United States for the purpose of completing a Registration Statement on
Form SB-2 with the Securities and Exchange Commission ("SEC"), and raising
capital from the issuance of common stock in the public markets of up to $4.5
million. The initial capital formation activity through a deemed reverse merger
and the issuance of common stock was unsuccessful. Subsequently, FFB Australia
completed a deemed reverse merger with the Company, and FFBI has completed a
registration of its common stock with the SEC pertaining to a second capital
formation activity.
Prior to September 14, 2004, FFB Australia, aside from the capital formation and
marketing activities described above, incurred other development stage operating
costs and expenses related to its organization as an entity, receipt of a
trademark in Australia for the name and related logo of Fit For Business,
formation of a management team, accounting and tax preparation fees, consulting
fees, travel, and other general and administrative expenses. For additional
information relating to the development stage activities of the Company, see
Note 2.
Given that FFB Australia is considered to have acquired FFBI by a deemed reverse
merger through an Exchange Agreement (see Note 4), and its stockholders
currently have voting control of FFBI, the accompanying consolidated financial
F-6
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
statements and related disclosures in the notes to financial statements present
the financial position as of September 30, 2006, and the operations for the 3
month ended September 30, 2006, and comparatives for the period from inception
(December 14, 1998) through September 30, 2006, of FFB Australia under the name
of FFBI. The deemed reverse merger has been recorded as a recapitalization of
the Company, with the net assets of FFB Australia and FFBI brought forward at
their historical bases. The costs associated with the reverse merger have been
expensed as incurred.
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal adjustments)
which are, in the opinion of management, necessary for a fair statement of
results for the interim periods. The results of operations for the three months
ended September 30, 2006 are not necessarily indicative of the results to be
expected for the full year.
The accompanying consolidated financial statements do not certain footnotes and
certain financial presentations normally required under generally accepted
accounting principles; and therefore, should be read in conjunction with the
Company's Annual Report on Form 10-KSB, filed on October 24, 2006, for the year
ended June 30, 2006.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties, and all liquid debt instruments purchased with a maturity of three
months or less to be cash and cash equivalents.
Accounts Receivable
Accounts receivable consist of amounts due from sales of its products and
services, a license agreement, employees, related parties, and value added tax
refunds. The Company establishes an allowance for doubtful accounts in amounts
sufficient to absorb potential losses on accounts receivable. As of September
30, 2006, an allowance for doubtful accounts of $391,234 was deemed necessary.
While management uses the best information available upon which to base
estimates, future adjustments to the allowance may be necessary if economic
conditions differ substantially from the assumptions used for the purpose of
analysis.
Revenue Recognition
The Company is in the development stage and has yet to realize significant
revenues from planned operations. It has derived revenues principally from the
sale of services related to wellness programs, and the sale of nutritional
products, literature and training materials. The Company has also entered into a
license agreement for Australia and New Zealand which entitles the licensee to
provide a distribution network for the Company, use its logo and software, and
market and promote its products and services. Revenue will be derived over the
term of the license agreement once all terms and conditions have been met.
Revenues are recognized by major categories under the following policies:
For specific wellness program services, such as health risk assessment services,
fitness programs, educational and other programs, and contracts pertaining to
such services, revenue is realized as services are provided. Contracts for
F-7
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
wellness program services are evidenced in writing, and as services are
rendered, invoices for such services are rendered in accordance with contract
terms.
For sales of literature, training materials, and nutritional products, revenue
is realized upon shipment to the customer and there are no unfulfilled company
elements related to a customer's order. Orders for literature, materials, and
nutritional products are evidenced in writing on customer and call center order
documents. Payments are provided in cash, check or by credit card at the time
orders are placed with the Company.
For license agreements, revenue is realized from licensing activities related to
various countries and geographic regions, which entitle licensees to provide a
distribution network for the Company, the use of the Company logo, software and
training materials, and the rights to market and promote the services of the
Company. Revenue from such agreements is realized over the term and under the
conditions of each specific license once all contract conditions have been met.
Payments for licensing fees are generally received at the time the license
agreements are executed, unless other terms for delayed payment are documented
and agreed to between the parties. Under terms for delayed payment, the Company
may require further assurances of payment under contract terms such as credit
report information, and entity and personal guarantees.
Internal Web Site Development Costs
Under Emerging Issues Taskforce Statement 00-2, Accounting for Web Site
Development Costs ("EITF 00-2"), costs and expenses incurred during the planning
and operating stages of the Company's web site are expensed as incurred. Under
EITF 00-2, costs incurred in the web site application and infrastructure
development stages are capitalized by the Company and amortized to expense over
the web site's estimated useful life or period of benefit. As of September 30,
2006, FFBI had capitalized $2,489 related to its web site development.
Costs of Computer Software Developed or Obtained for Internal Use
Under Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"), the Company capitalizes
external direct costs of materials and services consumed in developing or
obtained internal-use computer software; payroll and payroll-related costs for
employees who are directly associated with and who devote time to the
internal-use computer software project; and, interest costs related to loans
incurred for the development of internal-use software. As of September 30, 2006,
the Company had capitalized $39,418 for projects related to the development of
internal-use software.
Costs of Computer Software to be Sold or Otherwise Marketed
Under Statement of Financial Accounting Standards No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed ("SFAS
86"), the Company capitalizes costs associated with the development of certain
training software products held for sale when technological feasibility is
established. Capitalized computer software costs of products held for sale are
amortized over the useful life of the products from the software release date.
As of September 30, 2006, the Company had not undertaken any projects related to
the development of software products held for sale or to be otherwise marketed.
F-8
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
Trademark
The Company obtained a trademark from the government of Australia effective
October 15, 1999. The trademark covers the name "Fit For Business" and the logo
of the Company. The cost of obtaining the trademark has been capitalized by the
Company, and is being amortized over a period of ten years.
Advertising Costs
Advertising costs are charged to operations when incurred, except for television
or magazine advertisements, which are charged to expense when the advertising
first takes place. For the three month period ended September 30, 2006 no
advertising costs were incurred.
Property and Equipment
The components of property and equipment are stated at cost. Property and
equipment costs are depreciated or amortized for financial reporting purposes
over the useful lives of the related assets by the straight-line method. Useful
lives utilized by the Company for calculating depreciation or amortization are
as follows:
Computer and office equipment 5 years
Furniture and fixtures 10 years
Internal web site development costs 3 years
Developed Software 5 years
Upon disposition of an asset, its cost and related accumulated depreciation or
amortization are removed from the accounts, and any resulting gain or loss is
recognized.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
three month period ended September 30, 2006 no events or circumstances occurred
for which an evaluation of the recoverability of long-lived assets was required.
Loss Per Common Share
Basic loss per share is computed by dividing the net loss attributable to the
common stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising
capital until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated, deferred offering costs are charged to
operations during the period in which the offering is terminated (see Note 4).
F-9
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
Comprehensive Income (Loss)
The Company presents comprehensive income (loss) in accordance with Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
130"). SFAS 130 states that all items that are required to be recognized under
accounting standards as components of comprehensive income (loss) be reported in
the financial statements. For the three month period ended September 30, 2006,
and cumulative from inception (December 14, 1998) through September 30, 2006,
the only components of comprehensive income (loss) were the net (loss) for the
periods, and the foreign currency translation adjustments.
Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities
are determined based on temporary differences between the bases of certain
assets and liabilities for income tax and financial reporting purposes. The
deferred tax assets and liabilities are classified according to the financial
statement classification of the assets and liabilities generating the
differences.
The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of
sufficient taxable income within the carryforward period under the Federal tax
laws.
Changes in circumstances, such as the Company generating taxable income, could
cause a change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in income in the
year of the change in estimate.
Foreign Currency Translation
The Company accounts for foreign currency translation pursuant to SFAS No. 52,
Foreign Currency Translation ("SFAS 52"). The Company's functional currency is
the Australian dollar. All assets and liabilities are translated into United
States dollars using the current exchange rate at the end of each fiscal period.
Revenues and expenses are translated using the average exchange rates prevailing
throughout the respective periods. Translation adjustments are included in other
comprehensive income (loss) for the period. Certain transactions of the Company
are denominated in United States dollars. Translation gains or losses related to
such transactions are recognized for each reporting period in the related
statement of operations and comprehensive income (loss).
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts the Company could realize in a current market
F-10
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
exchange. As of September 30, 2006, the carrying value of the loans from related
parties, accrued liabilities, and promissory notes approximated fair value due
to the nature and terms of maturity of these instruments.
Stock-Based Compensation
The Company uses the fair value method to account for non-employee stock-based
compensation in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation ("SFAS No. 123"), and FASB Emerging Issues Task Force, or EITF,
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Under the fair value method, all transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instruments issued, whichever is more reliably measurable.
The Company accounts for the fair value of stock options granted to employees,
stock options granted by a principal stockholder to employees, and common stock
issued by a principal stockholder to employees under the fair value recognition
provisions of SFAS No. 123, and SAB Topic 5.T., "Accounting for Expenses or
Liabilities Paid by Principal Stockholder(s)." Fort Street Equity, Inc., as a
principal stockholder, has provided stock option grants and common stock on
behalf of the Company to employees and other parties which are described in
Notes 4 and 9.
Concentrations of Risk
As of September 30, 2006, the Company had a material off-balance sheet risk with
regards to its dependence upon Herbalife as its sole source of supply for the
purchase of nutritional supplements related to its planned wellness programs.
No customer accounted for more than 10 percent of total revenues for the three
month period ended September 30, 2006, nor cumulative from inception.
Estimates
The financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2006, and revenues and expenses for the three
month period ended September 30, 2006, and and cumulative from inception. Actual
results could differ from those estimates made by management.
(2) Development Stage Activities and Going Concern
The Company is in the development stage of providing products and services for
corporate business wellness programs; living well programs directed primarily,
but not exclusively, to individuals over 45 years of age; and, nutritional
supplements manufactured and supplied by Herbalife. As of September 30, 2006,
and subsequent thereto, FFBI had completed organization and reverse merger
transactions, initial marketing and corporate awareness programs designed to
obtain customers for its products and services, the receipt of a trademark in
F-11
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
Australia for the name "Fit For Business", formation of a management team, and
other activities related to capital formation, software development, and initial
operations. Management of the Company is pursuing various sources of equity
financing, and plans to raise approximately $4.5 million through the issuance of
common stock for cash, and private investment in public equity ("PIPE")
financing of its common stock. The issuance of common stock for cash, and the
completion of PIPE financing are being conducted pursuant to the approval by the
SEC of several Post-Effective Amendments to the Company's Registration Statement
on Form SB-2 which approval was provided in March 2006. The proceeds from the
these capital formation activities will be used by the Company for the
development and production of multi-media training programs, marketing and
promotional literature and programs, web site enhancement, purchase of
inventory, customer call center and computer hardware and software programs to
be used to aid the Company's customer service representatives, and working
capital required to hire additional staff and provide for an expected increase
in operations.
While management of the Company believes that the Company will be successful in
its capital formation and operating activities, there can be no assurance that
the Company will be able to raise $4.5 million in equity capital through its
current SEC related activities, or be successful in the sale of its products and
services that will generate sufficient revenues to sustain the operations of the
Company.
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred operating losses since inception, had negative working capital as of
September 30, 2006, and the cash resources of the Company are insufficient to
meet its planned business objectives. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
(3) Convertible Debt
In November 2003, FFBI began a capital formation activity through the private
placement of up to 200 unsecured convertible promissory notes (the "Note" or
"Notes"). Under the terms of the private placement subscription agreement, the
minimum unit participation was one unit per Note valued at $5,000. Multiple
units could be acquired under the terms of a single Note. The Notes issued for
the units stated a maturity date of November 30, 2004, and provided for an
interest rate of ten percent (10%) per annum, payable upon redemption. None of
the Notes were issued to officers, directors, or employees of FFBI.
The Notes were convertible into 10,000 shares of common stock per unit at any
time prior to maturity at the option of the note holder, or, if called by FFBI,
then automatically in the event of a public offering of shares. No value was
associated with the conversion feature of the Notes. FFBI structured an
incentive program with the first eleven subscribers to the private placement for
the Notes, and provided an additional 1/2 unit of value for each unit
subscribed. As such, as of September 14, 2004, FFBI had received and recorded
proceeds of $365,000 under the private placement in exchange for the Notes with
87 units for the calculation of conversion into common stock (870,000 shares of
common stock), and accrued interest in the amount of $13,801. The liability for
the Notes was assumed by the Company as a result of the Exchange Agreement.
F-12
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
On September 20, 2004, the Company, pursuant to a planned public offering of its
common stock, called and converted Notes with a unit value of 42 units into
420,000 shares of common stock. The transaction was valued at $0.33 per share of
common stock for a total of $140,000. Further, on September 29, 2004, the
remaining Notes with a unit value of 45 units were called and converted by the
Company into 450,000 shares of common stock. The transaction was valued at $0.50
per share of common stock for a total of $225,000. The value of the conversion
transactions in excess of the par value of the common stock issued, including
accrued interest, has been presented as additional paid-in capital in the
accompanying balance sheet as of September 30, 2006.
(4) Common Stock Transactions and Capital Formation
Issuance of Common Stock
On May 30, 2001, FFBI issued 5,000,000 shares of its common stock to former
officers and directors of the Company for services rendered. The value of the
services rendered was $5,000. This transaction, along with the accumulated
(deficit) of FFBI, made up the components of the reverse merger related to the
recapitalization of FFBI common stock.
Stock Exchange Agreement
On September 14, 2004, the Company entered into a Share Exchange Agreement (the
"Exchange Agreement") with FFB Australia, whereby FFBI acquired all of the
issued and outstanding capital stock of FFB Australia (81 shares) in exchange
for 15,000,000 shares of common stock and 1,000,000 shares of preferred stock of
the Company. Both the common stock and preferred stock of FFBI have a par value
of $.001. The shares of preferred stock are non-participating, but each share is
entitled to fifty (50) votes in a general meeting of the stockholders. As a
result of the Exchange Agreement, the stockholders of FFB Australia control
FFBI, and FFB Australia has been deemed to have effected a reverse merger for
financial reporting purposes as of the date of the Exchange Agreement. The
deemed reverse merger has been recorded as a recapitalization of the Company,
with the net assets of FFBI and FFB Australia brought forward at their
historical bases. As a result of the Exchange Agreement, consulting fees were
accrued in the amount of $112,500 to Messrs. Mitchell Stough and Kevin Murray
for services rendered in connection with the completion of the transaction under
separate letter agreements executed with Mr. Mark A. Poulsen, as principal
stockholder of the Company (see Other Transactions below).
Conversion of Notes
On September 20, 2004, the Company issued 420,000 shares of its common stock
with a value of $140,000 in connection with the conversion of certain Notes and
accrued interest (see Note 3).
On September 29, 2004, the Company issued 450,000 shares of its common stock
with a value of $225,000 in connection with the conversion of the remainder of
the Notes and accrued interest (see Note 3).
Stock Option Agreement and Stock Options Granted by Principal Stockholder
On July 25, 2004, the Company issued 2,000,000 options to Fort Street Equity,
Inc. (see below) to purchase the same number of shares of its common stock for
$10,000 in cash. The option period was initially through December 31, 2005, but
was subsequently extended to September 30, 2006, by the Board of Directors of
F-13
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
the Company. The exercise price of the options is the higher of $0.50 per share
or the average-trading price of the Company's common stock over the preceding
ten business days prior to exercise of the options, less a discount of 40
percent.
During the year ended June 30, 2006, Fort Street Equity, Inc., as a principal
stockholder and holder of 2,000,000 stock options to purchase common stock of
the Company described above, provided stock option grants totaling 290,996
options on behalf of the Company to two employees to acquire a like number of
shares of common stock of the Company. The principal stockholder charged the
grantees a total of $62,520 to acquire the options. The proceeds from the option
transactions were subsequently loaned by the principal stockholder to the
Company for working capital purposes under the terms of three promissory notes
which are described in Note 9.
During the three months ended September 30, 2006, 565,994 of the stock options
expired.
The exercise price of each option granted amounted to $0.50, which equaled the
market price of the Company's common stock on the date of each stock option
grant. On the dates of grant, the stock options were fully vested and
exercisable. The initial expiration date of the options granted was December 31,
2005. However, such date was subsequently extended to September 30, 2006, and
then 31 December, 2006, by the Board of Directors of the Company.
The fair value of each option was estimated on the dates of grant using the
Black-Scholes option-pricing model with the following assumptions:
Average Expected Expected Employee/ Life
Risk-Free Volatility of Dividend Nonemployee of the
Interest Rate Stock Yield Exit Rate Options
------------- ------------- -------- ----------- ---------------
3.81% 135.3% 0% 0% 43.9% of 1 year
The following tables summarize information about stock options outstanding and
exercisable as of September 30, 2006:
Stock Options Outstanding
-------------------------------------------
Weighted-Ave.
Number of Remaining Weighted-Ave.
Exercise Shares Contractual Exercise
Price Outstanding Life in Years Price
-------- ----------- ------------- -------------
$0.50 1,434,006 0.25 $0.50
Stock Options Exercisable
-------------------------------------------
Range of Number of Weighted-Ave.
Exercise Shares Exercise
Prices Excercisable Price
----------- ------------- -------------
$0.50 1,434,006 $0.50
F-14
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
Common Stock Granted by Principal Stockholder
On March 22, 2006, Fort Street Equity, Inc., as a principal stockholder of the
Company, provided common stock totaling 13,720 shares on behalf of the Company
to an employee. The value of the common stock provided amounted to $6,710, and
was recognized as compensation expense and additional paid-in capital of the
Company in the accompanying financial statements for the year ended June 30,
2006.
Other Transactions
From the common stock issued to Mark A. Poulsen, President and Chief Executive
Officer of the Company, under the Exchange Agreement, L.R. Global received
500,000 shares of common stock. Mr. Poulsen also issued shares of common stock
that he received from the Exchange Agreement to satisfy the liabilities of the
Company assumed by FFBI related to the compensation of six individuals. FFBI
recognized the satisfaction of such liabilities by Mr. Poulsen as additional
paid-in capital.
The Company also owed Wayne Hoskin, a former director of the Company, the amount
of $7,500 as of September 14, 2004. The obligation resulted from a loan made to
the Company. Mr. Hoskin agreed to accept 15,000 shares of common stock of FFBI
in full satisfaction of this obligation. From the common stock issued to Mark A.
Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, Mr. Hoskin received 15,000 shares of common stock valued at
$7,500. FFBI recognized the satisfaction of this liability by Mr. Poulsen as
additional paid-in capital.
The Company also owed Donald Howell Wild, a former note holder and current
stockholder of the Company, the amount of $20,000 for services rendered related
to the private placement of Notes (see Note 3). From the common stock issued to
Mark A. Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, on September 14, 2004, Mr. Wild received 40,000 shares of
common stock valued at $20,000. FFBI recognized the satisfaction of this
liability by Mr. Poulsen as additional paid-in capital.
The Company also owed Messrs. Mitchell Stough and Kevin Murray, consultants
engaged to complete the Exchange Agreement, the amount of $112,500 for services
rendered. Messrs. Stough and Murray were engaged to complete the Exchange
Agreement under separate letter agreements with Mr. Mark A. Poulsen, as
principal stockholder of the Company. From the common stock issued to Mark A.
Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, on September 14, 2004, Messrs. Stough and Murray, through
their respective nominees, received 225,000 shares of common stock valued at
$112,500. FFBI recognized the satisfaction of this liability by Mr. Poulsen as
additional paid-in capital. Mr. Stough is the Managing Director of Fort Street
Equity, Inc. (see Capital Formation Activity below).
Capital Formation Activity
On November 10, 2003, FFBI entered into an agreement with Fort Street Equity,
Inc. ("Fort Street"), a Cayman Islands company, whereby Fort Street would assist
FFBI with the following: (i) the identification of a corporation validly
organized in the United States with which the Company could realize a deemed
reverse merger; and (ii) the completion and filing of a Registration Statement
on Form SB-2 with the SEC for the purpose of raising capital from the issuance
of common stock in the public markets of up to $4.5 million.
F-15
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
FFBI paid Fort Street two deposits against fees and costs amounting to $130,100.
The initial capital formation activity conducted by FFBI and Fort Street was not
successful due to the fact that the organization and completion of a deemed
reverse merger with a validly organized corporation in the United States could
not be effected. Further, as a result of the uncompleted deemed reverse merger,
FFBI expensed $77,000 of the amount paid to Fort Street as unsuccessful offering
costs. FFBI and Fort Street initiated a second capital formation activity that
resulted in the Exchange Agreement as described above, and the current activity
to file a Registration Statement on Form SB-2 with the SEC which was completed
in March 2006. During the year ended June 30, 2006, the Company incurred an
additional $50,199 in legal, accounting, administrative, and filing fees related
to the second capital formation activity. As a result, as of September 30, 2006,
the Company had $142,952 of deferred offering costs which were comprised of
legal and accounting fees paid, and other professional, administrative, and
filing fees incurred to complete the Form SB-2 registration process and capital
formation activities.
Additional Common Stock Granted by Principal Stockholder
On March 22, 2006, Fort Street Equity, Inc., as a principal stockholder of the
Company, provided common stock totaling 13,720 shares on behalf of the Company
to an employee. The value of the common stock provided amounted to $6,710, and
was recognized as compensation expense and additional paid-in capital of the
Company in the accompanying financial statements for the year ended June 30,
2006.
(5) Income Taxes
There was no provision (benefit) for income taxes for periods to September 30,
2006.
The Company had deferred income tax assets as of September 30, 2006, as follows:
2006
-----------
Loss carryforwards $ 1,019,016
Less - Valuation allowance (1,019,016)
-----------
Total net deferree tax assets $ --
===========
F-16
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
As of September 30, 2006, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $2,997,107 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the years 2021-2026. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business. Therefore, the amount
available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements for the realization of loss
carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable future. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
(6) Related Party Transactions
Mark A. Poulsen & Associates Pty. Ltd. is an Australian private entity and
stockholder of the Company. It is wholly owned by Mark A. Poulsen, President and
Chief Executive Officer of the Company. As of September 30, 2006, the Company
owed $47,945 to this entity. This amount owed to this entity was for working
capital provided, is non-interest bearing, and has no terms for repayment.
Kamaneal Investments Pty. Ltd. is an Australian private company and stockholder
of the Company owned by Mark A. Poulsen, President and Chief Executive Officer
of the Company, and Karen Poulsen, his wife. The purpose of this company is to
hold investments for Mr. and Mrs. Poulsen. As of September 30, 2006, the Company
owed $97,060 to this entity. This amount owed was for working capital provided,
is non-interest bearing, and has no terms for repayment.
As of September 30, 2006, the Company owed $977 to Mark A. and Karen Poulsen for
expenses incurred on behalf of the Company. Mr. Poulsen is the President and
Chief Executive Officer of the Company. This amount owed was for working capital
provided, is non-interest bearing, and has no terms for repayment.
As of September 30, 2006, the Company owed $6,550 to Mr. GL Ray, a stockholder
of the Company, for an advance made. This amount owed was for working capital
provided, is non-interest bearing, and has no terms for repayment.
Donald Howell Wild, a former note holder and current stockholder of the Company
(see Note 4), is the uncle of Linda Wild, also a former note holder and current
stockholder of the Company. In addition, Mr. Wild is the father of Laraine
Richardson, a principal in the Company of L.R. Global Marketing Pty. Ltd., which
entity entered into a License Agreement with the Company on August 24, 2004 (see
Note 8). Mr. Wild also assisted the Company with the private placement of the
F-17
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
Notes by marketing the placement, and was responsible for the subscription
agreements of several note holders. Mr. Wild's services were valued at $20,000.
The liability to Mr. Wild was satisfied by the transfer of 40,000 shares of
common stock of FFBI directly to him from the shares received from the Exchange
Agreement by Mark A. Poulsen, President and Chief Executive Officer of the
Company, at a value of $.50 per share. FFBI credited paid-in capital for the
value of the accrued liability satisfied by Mr. Poulsen.
As described in Note 3, the Company completed a private placement of Notes to
thirty individuals and entities with proceeds amounting to $365,000, and
subsequently converted the Notes to 870,000 shares of common stock of FFBI. Of
the thirty individuals and entities that subscribed to the private placement
offering of Notes, twelve parties are considered both account executives (part
of the independent marketing group of the Company) and independent Herbalife
distributors, and six of the parties are only independent Herbalife
distributors. Mark A. Poulsen, President and Chief Executive Officer of the
Company, is also an independent Herbalife distributor.
(7) Recent Accounting Pronouncements
In July 2005, the Financial Accounting Standards Board ("FASB") issued an
exposure draft of a proposed interpretation, "Accounting for Uncertain Tax
Positions - an Interpretation of SFAS Statement No. 109", ("SFAS No. 109"). This
interpretation would apply to all open tax positions accounted for in accordance
with SFAS No. 109, including those acquired in business combinations. It is a
proposed asset recognition approach to apply a dual threshold for uncertain tax
positions. The interpretation would allow the recognition of a tax benefit when
it is probable that it could be sustained upon audit. The interpretation defines
"probable" as it is defined in SFAS No. 5, "Accounting for Contingencies". The
FASB has not established an effective date for the interpretation. The Company
is currently reviewing the effect, if any, that the proposed guidance would have
on its financial statements.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments--an amendment of FASB Statements No. 133 and 140", ("SFAS
No. 155"). This Statement permits fair value of re-measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation; clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; and amended SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities", to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS No. 155 is effective for all financial
instruments acquired, issued, or subject to a re-measurement (new basis) event
occurring after the beginning of an entity's first fiscal year that begins after
September 15, 2006. The Company does do believe that this pronouncement will
have a material impact on its statements of financial position or results of
operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets", ("SFAS No. 156"), which amends SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 156 requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial asset by
entering into a servicing contract in any of the following situations: (a) A
F-18
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
transfer of the servicer's financial assets that meets the requirements for sale
accounting; (b) A transfer of the servicer's financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in which the
transferor retains all of the resulting securities and classifies them as either
available-for-sale securities or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities"; or (c)
An acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. The Company does do believe that this pronouncement will have a
material impact on its statements of financial position or results of
operations.
(8) License Agreements
First License Agreement
On August 24, 2004, the Company entered into a non-assignable license agreement
(the "License Agreement") with L.R. Global Marketing Pty. Ltd. ("L.R. Global").
Pursuant to the License Agreement, L.R. Global has the right or license, for a
period of ten years, to use of the Company's logo, management information
system, and other material within Australia and New Zealand. L.R. Global will
assist in identifying new clients for the Company, and recruiting account
executive and customer service representatives. Under the terms of the License
Agreement, L.R. Global was obligated to pay the Company $500,000 on or before
December 31, 2004, for the grant of the license. As of December 31, 2004, L.R.
Global had only paid $117,750 toward the fee for the license, and was in default
under the License Agreement.
On January 14, 2005, the Company and L.R. Global entered into an extension
agreement whereby the terms of the License Agreement for payment of the
remaining amount of the $500,000 license fee were extended to May 31, 2005. As
of May 31, 2005, the balance of the License Agreement fees had not been paid,
and L.R. Global was in default under the License Agreement and amendment.
Subsequently, on June 14, 2005, the Company and L.R. Global entered into a
second extension whereby the terms of the License Agreement were amended as
follows: (i) for consideration of $7,000 paid by L.R. Global as a partial
payment of the license fee, the due date for the payment of the remaining
balance of the license fee was extended to a date within sixty (60) days
following the first date on which the common stock of the Company is quoted on
the OTC Bulletin Board or other recognized stock exchange; and, (ii) the two
principals of L.R. Global, Laraine Richardson and Dianne Waghorne, provided
personal guarantees to the Company for payment of the remaining balance of the
license fee in the event that the balance owed is not repaid by L.R. Global.
The delay experienced in collecting the remaining amount of the license fee from
L.R. Global was due primarily to the extended period required by the Company to
complete its capital formation activities, including the effective date of its
Registration Statement on Form SB-2 with the SEC. The principals of L.R. Global
informed the management of the Company that L.R. Global entered into the License
Agreement with the understanding that the Company would implement its plan of
operations (including the completion of its capital formation activities) in
February 2005. At that time, L.R. Global was committed to provide additional
sales and marketing resources, and pay the remaining amount of the license fee
due. Further, as a result of additional discussions with the principals of L.R.
Global and review of available credit information, management of the Company
F-19
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
believed that: (i) L.R. Global would honor the terms of the License Agreement,
and had sufficient operations and financial resources to pay the remaining
amount owed to the Company, (ii) complete payment of the license fee would be
accomplished under the terms of the second extension agreement dated June 14,
2005, and (iii) the personal guarantees of the principals of L.R. Global
provided sufficient additional assurance of collectibility under Australian law.
On May 2, 2006, the common stock of the Company began trading on the OTC:BB
under the stock symbol FFBU. On May 23, 2006, the two principals of L.R. Global
were notified by the Company of the date trading began of the Company's common
stock on the OTC:BB, and that the balance of the license fee owed would be due
and payable to the Company 60 days from that date. On July 6, 2006, the Company
received a letter from the legal counsel for L.R. Global advising the management
of the Company that payment of the remaining license fee would not be
forthcoming due to alleged verbal misrepresentations made to the principals of
L.R. Global by the management of the Company and principal stockholder as to the
value of the common stock of the Company that would be achieved by the end of
the first week and the end of the first month of trading on the OTC:BB. The
principals of L.R. Global have disclosed to the Company through legal counsel
that it was their understanding and expectation that the remaining amount due
under the License Agreement would be satisfied from the sale of a portion or all
of the 500,000 shares of common stock provided to L.R. Global by Mark A Poulsen,
President and Chief Executive Officer of the Company (see below). Due to the
fact that the trading price of the common stock of the Company in early July
2006, was insufficient to provide proceeds from the sale of the 500,000 shares
of common stock owned by L.R. Global in an amount sufficient to satisfy the
remaining amount due to the Company under the License Agreement, L.R. Global is
asserting alleged damages for misrepresentation, negligent misstatement and/or
breaches of Section 52 of the Australian Trade Practices Act of 1974, and has
refused payment of the amount owed. Management of the Company denies that it had
any responsibility as to the value of its common stock in relation to the amount
owed by L.R. Global, and has demanded payment in full. As of October 21, 2006,
negotiations are continuing between the Company and the principals of L.R.
Global to receive full payment of the amount owed, but the Company has not
sought to enforce the collection or personal guarantees provided under the terms
of the second extension to the License Agreement dated June 14, 2005 by legal
action. As a result of this lack of enforcement by the Company, a reserve for
doubtful accounts in the amount of $375,250 was recorded in the accompanying
financial statements as of June 30, 2006. Further, due to the matters described
above pertaining to the lack of completion of its capital formation activities
by collection of the amount owed, the Company has not recognized revenue from
the License Agreement for the years ended June 30, 2006, and 2005.
As described in Note 4 above, from the shares issued to Mark A. Poulsen,
President and Chief Executive Officer of the Company, under the Exchange
Agreement, L.R. Global received 500,000 shares of common stock. The purpose of
the transfer was to further involve L.R. Global in the Company as a stockholder,
and to provide an incentive for L.R. Global to perform under the License
Agreement. Management of the Company maintains that the transfer of shares of
common stock to L.R. Global by Mark A. Poulsen was a private transaction between
the parties, and not part of the Exchange Agreement to be recognized in the
financial statements of the Company.
Second License Agreement
On September 13, 2006, the Company entered into a License Agreement (the "Second
License Agreement") with Mr. Bruce Gilling of Miami, Florida, a related party.
As of June 30, 2006, Mr. Gilling was also an option holder to purchase 50,000
shares of the Company's common under an Option Purchase Agreement with Fort
Street (see Note 9). Per the Second License Agreement, Mr. Gilling as the right,
F-20
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
for a period of ten (10) years, to the use of the Company's logo, web based
management information system, marketing and promotional literature, processes,
systems, intellectual property, and attend the Company's events for the purpose
of generating new customers for the Company, and for training account executives
and customer service representatives. The fee for the Second License Agreement
is $500,000 payable as follows:
On or before October 16, 2000 - $20,000
On January 30, 2007 - $80,000
Balance to be invoiced each year for four years - $400,000
Also under the Second License Agreement, Mr. Gilling will be entitled to 100,000
stock options to purchase a like number of shares of unregistered common stock
of the Company at a 40% discount from market following the payment of the
license fee of $80,000 in January 2007. He will also receive 100,000 options to
purchase a like number of unregistered shares of common of common stock of the
Company at a 40% discount from market on each occasion that he invoices
$1,000,000 in retail sales of the Company's products and services. Lastly, the
Company is to have first right of refusal to purchase the resultant shares of
common stock received by Mr. Gilling under the Second License Agreement at the
then prevailing market price of the common stock or less.
(9) Promissory Notes - Fort Street Equity, Inc. and Elontraion Pty. Ltd.
On May 10, 2005, the Ralston Superannuation Fund ("Ralston Fund") entered into
an Option Purchase Agreement with Fort Street whereby the Ralston Fund agreed to
purchase 100,000 stock options of the Company held by Fort Street for the amount
of $19,050. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. The Trustee for the Ralston Fund is
Leanne Ralston, the wife of Prins A. Ralston. Mr. Ralston was the Senior Vice
President and Chief Operating Officer of the Company. Fort Street subsequently
loaned the proceeds from the sale of the stock options to the Company under the
terms of a promissory note dated May 11, 2005. The promissory note is unsecured,
and carries an interest rate of five (5) percent per annum. The maturity date of
the note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted to the Ralston Fund
100,000 shares of its common stock for no consideration or modification of the
Option Purchase Agreement described above.
On June 14, 2005, Mr. Bruce Gilling, an unrelated party, entered into an Option
Purchase Agreement with Fort Street whereby the Mr. Gilling agreed to purchase
50,000 stock options of the Company held by Fort Street for the amount of
$15,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated June 19, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation.
F-21
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
On July 1, 2005, Therese Mulherin, a former part-time employee of the Company,
entered into two Option Purchase Agreements with Fort Street whereby the Ms.
Mulherin agreed to purchase 277,576 stock options of the Company held by Fort
Street for $60,240. The stock options entitle the holder to purchase a like
number of shares of common stock of the Company. Fort Street subsequently loaned
the proceeds from the sale of the stock options to the Company under the terms
of two separate promissory notes dated July 1, 2005. Each promissory note is
unsecured, and carries an interest rate of five (5) percent per annum. The
maturity date of the notes, together with any remaining interest, is December
31, 2009. Interest payments on the promissory notes are payable to Fort Street
bi-annually and at the maturity date of the obligations. In addition, on March
22, 2006, Fort Street, as a principal stockholder of the Company, granted to Ms.
Mulherin 277,576 of its common stock for no consideration or modification of the
Option Purchase Agreement described above.
On August 19, 2005, Mr. Mark Hoey, a stockholder of the Company, entered into an
Option Purchase Agreement with Fort Street whereby Mr. Hoey agreed to purchase
66,666 stock options of the Company held by Fort Street for the amount of
$20,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated August 29, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted to Mr. Hoey 66,666
shares of its common stock for no consideration or modification of the Option
Purchase Agreement described above.
On August 26, 2005, the Kelly Superannuation Fund, an unrelated party, entered
into an Option Purchase Agreement with Fort Street whereby the Fund agreed to
purchase 16,666 stock options of the Company held by Fort Street for the amount
of $5,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated August 29, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted 16,666 shares of its
common stock to the Kelly Superannuation Fund for no consideration or
modification of the Option Purchase Agreement described above.
On September 14, 2005, Sandra L. Wendt, Vice President and Chief Financial
Officer of the Company, entered into an Option Purchase Agreement with Fort
Street whereby the Fund agreed to purchase 13,420 stock options of the Company
held by Fort Street for the amount of $2,280. The stock options entitle the
holder to purchase a like number of shares of common stock of the Company. Fort
Street subsequently loaned the proceeds from the sale of the stock options to
the Company under the terms of a promissory note dated September 14, 2005. The
promissory note is unsecured, and carries an interest rate of five (5) percent
per annum. The maturity date of the note, together with any remaining interest,
is December 31, 2009. Interest payments on the promissory note are payable to
Fort Street bi-annually and at the maturity date of the obligation. In addition,
as described in Note 4, on March 22, 2006, Fort Street, as a principal
stockholder of the Company, granted 13,720 shares of its common stock on behalf
of the Company to Ms. Wendt. The value of the common stock provided amounted to
$6,710, and has been recognized as compensation expense and additional paid-in
capital of the Company in the accompanying financial statements for the year
F-22
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
ended June 30, 2006. There was no modification of the Option Purchase Agreement
described above as a result of the grant of the common stock by the principal
stockholder.
On September 23, 2005, Keith Appleby, an unrelated party, entered into an Option
Purchase Agreement with Fort Street whereby the Fund agreed to purchase 16,666
stock options of the Company held by Fort Street for the amount of $5,000. The
stock options entitle the holder to purchase a like number of shares of common
stock of the Company. Fort Street subsequently loaned the proceeds from the sale
of the stock options to the Company under the terms of a promissory note dated
September 23, 2005. The promissory note is unsecured, and carries an interest
rate of five (5) percent per annum. The maturity date of the note, together with
any remaining interest, is December 31, 2009. Interest payments on the
promissory note are payable to Fort Street bi-annually and at the maturity date
of the obligation. In addition, on March 22, 2006, Fort Street, as a principal
stockholder of the Company, granted 16,666 shares of its common stock to Mr.
Appleby for no compensation or modification of the Option Purchase Agreement
described above.
On September 26, 2005, Neil Wendt, a related party, entered into an Option
Purchase Agreement with Fort Street whereby the Fund agreed to purchase 25,000
stock options of the Company held by Fort Street for the amount of $7,500. The
stock options entitle the holder to purchase a like number of shares of common
stock of the Company. Fort Street subsequently loaned the proceeds from the sale
of the stock options to the Company under the terms of a promissory note dated
September 26, 2005. The Company received the proceeds from the promissory note
in early October 2005. The promissory note is unsecured, and carries an interest
rate of five (5) percent per annum. The maturity date of the note, together with
any remaining interest, is December 31, 2009. Interest payments on the
promissory note are payable to Fort Street bi-annually and at the maturity date
of the obligation. In addition, on March 22, 2006, Fort Street, as a principal
stockholder of the Company, granted to Mr. Wendt 25,000 shares of its common
stock for no compensation or modification of the Option Purchase Agreement
described above.
On November 28, 2005, Elontraion Pty. Ltd., an unrelated Australian private
company, loaned $18,253 to the Company under the terms of a promissory note.
This promissory note is unsecured, and carries an interest rate of five (5)
percent per annum. The proceeds from the promissory note were used for working
capital purposes. The maturity date of the note, together with any remaining
interest, is December 31, 2009. Interest payments on the promissory note are
payable to Elontraion Pty. Ltd. bi-annually and at the maturity date of the
obligation. In addition, on March 22, 2006, Fort Street granted to Elontraion
Pty. Ltd. 61,356 shares of its common stock for no compensation. There was no
modification to the terms of the promissory note as a result of the grant of the
common stock by Fort Street.
(10) Commitments and Contingencies
For each fiscal year since inception, the Company has recognized as compensation
expense the ongoing contribution of time and effort of six individuals, two of
which, currently serve as officers of the Company. Such individuals have
provided their time and effort without formal compensation by the Company which
in certain instances dates back to 1998. For the period ended December 31, 2004,
the Company recorded accrued compensation expense amounting to $23,384. Through
September 14, 2004, the total liability for employee compensation amounted to
$220,000. This obligation was satisfied by the transfer of 440,000 shares of
common stock of FFBI directly to the individuals from the shares received from
the Exchange Agreement by Mark A. Poulsen, President and Chief Executive Officer
of the Company, at a value of $.50 per share. FFBI credited paid-in capital for
the value of the accrued compensation satisfied by Mr. Poulsen.
F-23
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
On September 21, 2004, the Company entered into a contract with Insource Pty.
Ltd., a related party, for software services pertaining to the development of
certain computerized systems for customer service, administration, and
information reporting purposes. The contract price for the software development
services amounted to approximately $30,500, which was subsequently increased by
approximately $10,000, and the estimated duration of the contract term was 14
weeks. Further, under the terms of the contract, a down payment of $3,500 was to
be made, followed by weekly progress payments of approximately $1,930. The
estimated term of the contract was subsequently extended to the end of June
2005, and certain additional features were added to the computerized systems
applications. The Company completed the software development project on July 21,
2005, and placed the software in service. The cost of the software project
amounted to $38,393, and has been reflected as "Developed software applications"
in the accompanying balance sheet.
On November 28, 2004, the Company entered into a month-to-month expense sharing
agreement for office rent and other common area expenses with Mark A. Poulsen &
Associates Pty. Ltd. that provided for an effective date of July 1, 2004. The
expense sharing agreement replaced a lease arrangement between the Company and
Mark A. Poulsen & Associates Pty. Ltd. that expired on November 30, 2004. For
the year ended June 30, 2006, the Company accrued $16,651 in office rent and
common area costs pertaining to this agreement.
On February 1, 2005, the Company also entered into a registered agent
arrangement with Incorp. Services, Inc. whereby Incorp. agreed to act as the
registered agent for the State of Nevada, and to provide certain virtual office,
office facility use, and administrative services to the Company for a fee of
$1,495 per year.
In November 2005, the Company was notified by the SEC that in light of the
proximity in timing between the sales of 565,994 stock options held by Fort
Street to various parties and the loans evidenced by promissory notes made by
Fort Street to the Company, such sales of options by Fort Street are believed to
be a primary offering of securities by an underwriter on behalf of the Company
under Section 5 of the Securities Act of 1933 (the "33 Act"). If it is
determined that such transactions constitute a primary offering by or on behalf
of the Company in violation of Section 5 of the 33 Act, then the Company may be
subject to remedial sanctions. Such sanctions may include the payment of
disgorgement, prejudgment interest and civil or criminal penalties. Management
of the Company is not aware of any pending claims for sanctions against it based
on Section 5 of the 33 Act, and intends to vigorously defend against any such
claims if they arise. However, due to the notification by the SEC, the Company
has classified the promissory notes, amounting to $131,652, and accrued interest
of $6,450, as of June 30, 2006, as amounts subject to rescission in the
accompanying balance sheet.
On June 30, 2006, under the terms of a resolution made by the Board of
Directors, the Company accrued a bonus of $365,050 (AUD$500,000) to Mark A.
Poulsen, President and Chief Executive Officer of the Company, for successfully
completing the registration of the Company's common stock with the SEC, and
trading related to such stock on the OTC:BB for a period of 30 days.
F-24
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our financial
condition. The discussion should be read in conjunction with our financial
statements and notes thereto appearing in this prospectus. The following
discussion and analysis contains forward-looking statements, which involve risks
and uncertainties. Our actual results may differ significantly from the results,
expectations and plans discussed in these forward- looking statements.
Forward-Looking Statements
--------------------------
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.
The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.
Overview
--------
Fit For Business International, Inc. ("FFBI" or the "Company") is a Nevada
corporation in the development stage having a mission to improve the wellness
and productivity of people in the workplace. FFBI provides products and services
for: (i) corporate wellness programs which address business productivity, stress
and absenteeism issues; and (ii) living well programs directed primarily, but
not exclusively, to individuals over 45 years of age.
Fit For Business (Australia) Pty Limited ("Subsidiary") was organized as an
Australian private company on December 14, 1998, and subsequently began certain
marketing studies and corporate awareness programs to obtain customers for its
products and services. In October 2003, Subsidiary initiated a capital formation
activity through the private placement of certain convertible promissory notes
which provided, through September 14, 2004, proceeds of $365,000. Subsequent to
the completion of the reverse merger between FFBI and Subsidiary, the liability
associated with the convertible promissory notes was assumed by the Company.
Thereafter, all of the promissory notes were converted into shares of common
stock of FFBI.
In addition, in November 2003, Subsidiary commenced a capital formation activity
to effect a reverse merger with a corporation validly organized in the United
States for the purpose of completing a Registration Statement on Form SB-2 with
the Securities and Exchange Commission ("SEC"), and raising capital from the
issuance of common stock in the public markets of up to $4.5 million. The
initial capital formation activity through a deemed reverse merger and the
issuance of common stock was unsuccessful. Subsequently, Subsidiary completed a
reverse merger with FFBI, and FFBI is currently undertaking a second capital
formation activity of the same type.
Prior to September 14, 2004, Subsidiary, aside from the capital formation and
marketing activities described above, incurred other development stage operating
costs and expenses related to its organization as an entity, receipt of a
trademark in Australia for its name and related logo, formation of a management
team, accounting and tax preparation fees, consulting fees, travel, and other
general and administrative expenses.
On September 14, 2004, FFBI entered into a Share Exchange Agreement (the
"Exchange Agreement") with Subsidiary, whereby FFBI acquired all of the issued
and outstanding capital stock of Subsidiary (81 shares) in exchange for
15,000,000 shares of common stock and 1,000,000 shares of preferred stock of the
Company. Both the common stock and the preferred stock of FFBI have a par value
2
of $.001. The shares of preferred stock are non-participating, but each share is
entitled to fifty (50) votes in a general meeting of the stockholders. As a
result of the Exchange Agreement, the stockholders of Subsidiary control FFBI,
and Subsidiary has been deemed to have effected a reverse merger for financial
reporting purposes as of the date of the Exchange Agreement. The reverse merger
has been recorded as a recapitalization of the Company, with the net assets of
FFBI and Subsidiary brought forward at their historical bases.
Liquidity and Capital Resources
-------------------------------
In the course of the activities described above, we have sustained operating
losses and expect such losses to continue in the foreseeable future. To date, we
have not generated sufficient revenues to achieve profitable operations or
positive cash flow from operations. As of September 30, 2006, we had a working
capital deficit of $(1,070,626.60) and an accumulated deficit of
$(2,082,865.84). There is no assurance that profitable operations, if ever
achieved, will be sustained on a continuing basis. During the period ended
September 30,2006, we derived no revenues from the sale of programs to corporate
and living well customers.
Our footnotes for the period ended September 30,2006, contains an explanatory
paragraph which indicates that we have recurring losses from operations, and our
working capital is insufficient to meet our planned business objectives. This
report also states that, because of these losses, there is substantial doubt
about our ability to continue as a going concern. This report and the existence
of these recurring losses from operations may make it more difficult for us to
raise additional debt or equity financing needed to run our business, and are
not viewed favorably by analysts or investors. Furthermore, if we are unable to
raise a significant amount of proceeds in this offering, this may cause our
cessation of business resulting in investors losing the value of their
investment in us.
With our main revenues likely to be generated from the sale of our wellness
programs to corporations and government departments, we will be concentrating on
sales efforts with those corporations most likely to purchase our programs.
Market research will be conducted to identify those corporations most likely to
purchase our programs following which the sales process can take anywhere from 3
to 12 months to complete. Corporations and government departments class our
programs as mainly employee benefits programs. If economic circumstances become
tight, corporations tend to reduce their expenditures on employee benefits
programs and this will have a detrimental impact on our revenues.
Other trends that have a material effect on our revenues, plan of operations and
the results of our operations include our market's tendency to be aware of
health issues and the desire of the majority of those in our market to maintain
or improve their current level of health and personal well being. Currently,
those in Australia and New Zealand are very much aware of the importance of good
health and physical fitness. Our products and services rely on this awareness
and desire. These trends result in part from government education programs and
also from social pressures to look well and be physically active. While there is
no indication that these trends will decline, there is no assurance that these
trends will continue and if they were to cease or become less prevalent, our
results will be materially affected.
Critical Accounting Policies
----------------------------
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States ("US GAAP"). In connection with the
preparation of the financial statements, we are required to make assumptions and
estimates about future events, and apply judgments that affect the reported
amounts of assets, liabilities, revenues, expenses and the related disclosure.
We base our assumptions, estimates and judgments on historical experience,
current trends and other factors that management believes to be relevant at the
3
time the financial statements are prepared. On a regular basis, management
reviews our accounting policies, assumptions, estimates and judgments to ensure
that our financial statements are presented fairly and in accordance with U.S.
GAAP. However, because future events and their effects cannot be determined with
certainty, actual results could differ from our assumptions and estimates, and
such differences could be material.
Our significant accounting policies are discussed in Note 1 of the notes to
financial statements, "Significant Accounting Policies". Certain critical
policies are presented below.
Revenue Recognition
-------------------
We are in the development stage and have yet to realize significant revenues
from planned operations. We have derived revenues principally from the sale of
services related to wellness programs, literature and training materials. We
have also entered into a license agreement for Australia and New Zealand which
entitles the licensee to provide a distribution network for us, use our logo and
software, and market and promote our products and services. Revenue will be
derived over the term of the license agreement once all terms and conditions
have been met. Revenues are recognized by major categories under the following
policies:
For specific wellness program services, such as health risk assessment services,
fitness programs, educational and other programs, and contracts pertaining to
such services, revenue is realized as services are provided. Contracts for
wellness program services are evidenced in writing, and as services are
rendered, invoices for such services are rendered in accordance with contract
terms.
For sales of literature and training materials, revenue is realized upon
shipment to the customer and there are no unfulfilled company elements related
to a customer's order. Orders for literature and materials are evidenced in
writing on customer and call center order documents. Payments are provided in
cash, check or by credit card at the time orders are placed with us.
For license agreements, revenue is realized from licensing activities related to
various countries and geographic regions, which entitle licensees to provide a
distribution network for us, the use of our logo, software and training
materials, and the rights to market and promote our services. Revenue from such
agreements is realized over the term and under the conditions of each specific
license once all contract conditions have been met. Payments for licensing fees
are generally received at the time the license agreements are executed, unless
other terms for delayed payment are documented and agreed to between the
parties. Under terms for delayed payment, we may require further assurances of
payment under contract terms such as credit report information, and entity and
personal guarantees.
Internal Web Site Development Costs
-----------------------------------
Under Emerging Issues Taskforce Statement 00-2, Accounting for Web Site
Development Costs ("EITF 00-2"), costs and expenses incurred during the planning
and operating stages of our web site are expensed as incurred. Under EITF 00-2,
costs incurred in the web site application and infrastructure development stages
are capitalized by us and amortized to expense over the web site's estimated
useful life or period of benefit.
Costs of Computer Software Developed or Obtained for Internal Use
-----------------------------------------------------------------
Under State of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"), we capitalize external
direct costs of materials and services consumed in developing or obtained
internal-use computer software; payroll and payroll-related costs for employees
who are directly associated with and who devote time to the internal-use
computer software project; and, interest costs related to loans incurred for the
development of internal-use software.
4
Costs of Computer Software to be Sold or Otherwise Marketed
-----------------------------------------------------------
Under Statement of Financial Accounting Standards No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed ("SFAS
86"), we capitalize costs associated with the development of certain training
software products held for sale when technological feasibility is established.
Capitalized computer software costs of products held for sale are amortized over
the useful life of the products from the software release date.
Foreign Currency
----------------
The Company accounts for foreign currency translation pursuant to SFAS No. 52,
Foreign Currency Translation ("SFAS 52"). The Company's functional currency is
the Australian dollar. All assets and liabilities are translated into United
States dollars using the current exchange rate at the end of each fiscal period.
Revenues and expenses are translated using the average exchange rates prevailing
throughout the period. Translation adjustments are included in accumulated
comprehensive income (loss) for the period. Certain transactions of the Company
are denominated in United States dollars. Translation gains or losses related to
such transactions are recognized for each reporting period in the related
statement of operations and comprehensive income (loss).
As a result of such currency fluctuations and the conversion to United States
dollars for financial reporting purposes, we may experience fluctuations in our
operating results on an annual or quarterly basis going forward. We have not in
the past, but may in the future, hedge against fluctuations in exchange rates.
Future hedging transactions may not successfully mitigate losses caused by
currency fluctuations.
Accounting for Income Taxes
---------------------------
Significant judgment is required in determining our worldwide income tax expense
provision. In the ordinary course of a global business, there are many
transactions and calculations where the ultimate tax outcome is uncertain. Some
of these uncertainties arise as a consequence of cost reimbursement arrangements
among related entities, the process of identifying items of revenue and expense
that qualify for preferential tax treatment and segregation of foreign and
domestic income and expense to avoid double taxation. Although we believe that
our estimates are reasonable, the final tax outcome of these matters may be
different than those presented in our historical income tax provisions and
accruals. Such differences could have a material effect on our income tax
provision and net income (loss) in the period in which such determination is
made.
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities
are determined based on temporary differences between the bases of certain
assets and liabilities for income tax and financial reporting purposes. The
deferred tax assets and liabilities are classified according to the financial
statement classification of the assets and liabilities generating the
differences.
The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of
sufficient taxable income within the carryforward period under the Federal tax
laws.
Changes in circumstances, such as the Company generating taxable income, could
cause a change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in income in the
year of the change in estimate.
5
Results of Operations
---------------------
PERIOD ENDED September 30, 2006, COMPARED TO THE PERIOD ENDED September 30,
2005.
Revenues
--------
Total revenues for the period ended September 30, 2006, amounted to $2,868.00
compared to revenues of $1,976 for the same period ended September 30, 2005. The
small increase in revenues resulted by our engagement of one additional client.
Cost of Goods Sold
------------------
Cost of goods sold increased to $697.00 for the period ended September 30, 2006
as compared to $0 for the same period ended September 30, 2005. The increase was
due to increased sales during the period ended September 30, 2006.
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses for the period ended September 30,
2006 were $261,671.00 compared to $122,150 for the same period ended September
30, 2005. The increase was due to a large increase in wages, compensation and
related taxes.
Other Income (Expense)
----------------------
For the period ended September 30, 2006, other income consisted of $2,526.00
related to a renual of subscriptions by some of our account executives, For the
same fiscal period ended September 30, 2005, other income consisted of $0.00. As
we had not been in business for a year at this time last period, this source of
income was inapplicable.
Net (Loss)
----------
Net (loss) for the period ended September 30, 2006, amounted to $(256,974.00),
compared to $(120,174) for the same period ended September 30, 2005. The
increase of the net (loss) resulted primarily from the Company's increased wages
and compensation expenses.
Comprehensive Income (Loss) - Australian Currency Translation
-------------------------------------------------------------
For the period ended September 30, 2006, comprehensive income related to
Australian currency translation amounted to $31,102, compared to comprehensive
income of $0 for the same fiscal period in 2005.
Total Comprehensive (Loss)
--------------------------
For the period ended September 30, 2006, we experienced a comprehensive (loss)
of $(2,834,312), compared to a comprehensive (loss) of $(904,675) for the same
fiscal period in 2005.
Off Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements.
6
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures
------------------------------------------------
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2006. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Changes in internal controls
----------------------------
There were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ending September 30, 2006 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.
As more fully disclosed on our Annual Report filed on October 24, 2006, whose
information is hereby incorporated by reference, we may be a party to legal
proceedings in the future with one of our licensees, L.R. Global.
Other than this possibility, neither our parent company nor our subsidiary, or
any of their properties, is a party to any pending legal proceeding. We are not
aware of any contemplated proceeding by a governmental authority. Also, we do
not believe that any director, officer, or affiliate, any owner of record or
beneficially of more than five per cent (5%) of the outstanding common stock, or
security holder, is a party to any proceeding in which he or she is a party
adverse to us or has a material interest adverse to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As more fully described in Item 1.01 of our Current Report filed on November 16,
2006, whose information is hereby incorporated by reference, we sold 3,375,000
shares of our common stock to one investor for US$152,000, or $0.045 per share.
Our shares were issued in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933. No commissions were paid for the
issuance of such shares. The above issuance of shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance of such shares by us did not involve a public offering. The
Investor was a sophisticated investor and had access to information normally
provided in a prospectus regarding us. The offering was not a "public offering"
as defined in Section 4(2) due to the insubstantial number of persons involved
in the deal, size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, the Investor had the
necessary investment intent as required by Section 4(2) since she agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for the above transaction.
7
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending September 30, 2006, covered by
this report to a vote of our shareholders, through the solicitation of proxies
or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Reports on Form 8-K and Form 8K-A
On November 17, 2006, we filed a Current Report on Form 8-K,
whose information is hereby incorporated by reference. The Current
Report pertained to the resignation of our Auditor, Davis Accounting
Group, P.C., our engagement of a new auditor, Mendoza Berger & Company,
LLP; the Resignation of one of our officers and directors, Prins
Ralston; and regarding a Securities Purchase agreement entered into by
the Company with one investor.
(b) Exhibits
Method of Filing Exhibit Number Exhibit Title
Incorporated by reference to Exhibit 3.1 to 3.1 Certificate of Incorporation
our Form SB-2 registration statement on March
7, 2005 (SEC File No. 333-123176).
Incorporated by reference to Exhibit 3.1(a) 3.1(a) Certificate of Amendment to Certificate of
to our Amendment No. 1 to Form SB-2 Incorporation
registration statement on May 4,
2005 (SEC File No. 333-123176).
Incorporated by reference to Exhibit 3.3 to 3.2 By-Laws
our Amendment No. 3 to Form SB-2 registration
statement on August 1, 2005 (SEC File No.
333-123176).
Incorporated by Reference to our refer Current 10.1 Securities Purchase Agreement.
Report filed November 17, 2006.
31.1 Certification of Mark A. Poulsen pursuant to
18 U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Sandra Wendt pursuant to 18
U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Mark A. Poulsen pursuant to
18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Sandra Wendt pursuant to 18
U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
8
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
FIT FOR BUSINESS INTERNATIONAL, INC.
Date: Novembver 24, 2006 By: /s/ Mark A. Poulsen
---------------------
Mark A. Poulsen
Chief Executive Officer, President, and
Chairman of the Board of Directors
Date: November 24, 2006 By: /s/ Sandra Wendt
-----------------
Sandra Wendt
Chief Financial Officer
Principal Accounting Officer
9