UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2007
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
333-123176
----------
(Commission file number)
FIT FOR BUSINESS INTERNATIONAL, INC.
------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 20-2008579
------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10/27 Mayneview St., Milton, Q 4064 Australia
(Address of principal executive offices)
61-7-33673355
-------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act.
[ ] Yes [X] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 15, 2007: 28,280,006 shares of Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements..............1
Item 2. Management's Discussion and Analysis or Plan of Operation.........23
Item 3. Controls and Procedures...........................................27
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......28
Item 3. Defaults Upon Senior Securities...................................28
Item 4. Submission of Matters to a Vote of Security Holders...............28
Item 5. Other Information.................................................28
Item 6. Exhibits and Reports of Form 8-K..................................28
SIGNATURES....................................................................31
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
------
September 30,
2007
-------------
Current assets
Cash and cash equivalents $ 299
Accounts receivable, net of allowance for doubtful accounts --
Inventory 1,554
-------------
Total current assets 1,853
Property and equipment
Office and computer equipment 2,397
Furniture and fixtures 213
Web site development costs 9,239
Developed software applications 46,718
-------------
58,567
Less accumulated depreciation and amortization (30,345)
-------------
Net property and equipment 28,222
Intangible assets subject to amortization
Trademark, less accumulated amortization of $240 26
-------------
26
Other assets
Deferred offering costs 203,995
-------------
Total assets $ 234,096
=============
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
1
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
September 30,
2007
-------------
Current liabilities
Accounts payable $ 86,024
Accrued compensation and related expenses 201,917
Other accrued liabilities 135,864
Loans from related parties 151,099
-------------
Total current liabilities 574,904
Deferred revenue - license fees 124,750
Promissory notes and accrued interest subject to rescission
Promissory notes - Fort Street Equity, Inc., 5% per annum, principal
and accrued interest due December 31, 2009, unsecured 157,133
Stockholders' (deficit)
Preferred stock, par value $0.001 per share; 10,000,000 shares
authorized; 1,000,000 shares issued and outstanding 1,000
Common stock, par value $0.001 per share; 100,000,000 shares
authorized; 25,780,006 shares issued and outstanding 25,780
Additional paid-in capital 1,008,713
Deficit accumulated during the development stage (1,446,196)
Accumulated other comprehensive loss (211,988)
-------------
Total stockholders' (deficit) (622,691)
-------------
Total liabilities and stockholders' (deficit) $ 234,096
=============
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
2
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
For the Period
Three Months Ended December 14,
September 30, 1998
---------------------------- (Inception) to
September 30,
2007 2006 2007
------------ ------------ -------------
Revenues $ 495 $ 2,868 $ 41,542
Cost of sales 435 697 18,162
------------ ------------ -------------
Gross profit 60 2,171 23,380
------------ ------------ -------------
Selling, general and administrative expenses
Wages, compensation and related taxes 25,062 240,853 1,946,926
Legal, accounting and consulting fees 4,078 10,455 400,103
Realized foreign currency exchange (gains) losses (44,177) -- (107,568)
Other selling, general and administrative 19,875 10,363 553,821
------------ ------------ -------------
Total selling, general and administrative
expenses 4,838 261,671 2,793,282
------------ ------------ -------------
Loss from operations (4,778) (259,500) (2,769,902)
------------ ------------ -------------
Other income (expense)
Gain on cancellation and settlement of debt 146,752 -- 1,383,031
Interest and other income 23 2,526 554
Interest expense (12,139) -- (59,879)
------------ ------------ -------------
Total other income (expense) 134,636 2,526 1,323,706
------------ ------------ -------------
Income (loss) before provison for income taxes 129,858 (256,974) (1,446,196)
Provision for income taxes -- -- --
------------ ------------ -------------
Net income (loss) 129,858 (256,974) (1,446,196)
Other comprehensive income (loss)
Foreign currency translation (29,014) 31,102 (211,988)
------------ ------------ -------------
Total comprehensive income (loss) 100,844 (225,872) (1,658,184)
============ ============ =============
Net income (loss) per common share - basic 0.01 (0.01) (0.15)
============ ============ =============
Net income (loss) per common share - diluted 0.00
============
Weighted average number of common
shares outstanding - basic 25,094,177 20,971,000 9,470,176
============ ============ =============
Weighted average number of common
shares outstanding - diluted 26,346,000
============
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
3
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH SEPTEMBER 30, 2007
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
-------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
December 14, 1998 -- $ -- -- $ -- $ -- $ -- $ -- $ -- $ --
Net (loss) for the
period -- -- -- -- -- -- (16,960) -- (16,960)
Foreign currency
translation -- -- -- -- -- -- -- (534) (534)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 1999 -- -- -- -- -- -- (16,960) (534) (17,494)
Net (loss) for the
period -- -- -- -- -- -- (138,322) -- (138,322)
Foreign currency
translation -- -- -- -- -- -- -- 7,472 7,472
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2000 -- -- -- -- -- -- (155,282) 6,938 (148,344)
Issuance of common
stock for services -- -- 5,000,000 5,000 -- -- (5,000) -- --
Net (loss) for the
period -- -- -- -- -- -- (53,529) -- (53,529)
Foreign currency
translation -- -- -- -- -- -- -- 25,453 25,453
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2001 -- -- 5,000,000 5,000 -- -- (213,811) 32,391 (176,420)
Net (loss) for the
period -- -- -- -- -- -- (32,584) -- (32,584)
Foreign currency
translation -- -- -- -- -- -- -- (20,804) (20,804)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2002 -- -- 5,000,000 5,000 -- -- (246,395) 11,587 (229,808)
Net (loss) for the
period -- -- -- -- -- -- (24,176) -- (24,176)
Foreign currency
translation -- -- -- -- -- -- -- (45,554) (45,554)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2003 -- -- 5,000,000 5,000 -- -- (270,571) (33,967) (299,538)
Net (loss) for the
period -- -- -- -- -- -- (130,264) -- (130,264)
Foreign currency
translation -- -- -- -- -- -- -- (6,119) (6,119)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2004 -- $ -- 5,000,000 $ 5,000 $ -- $ -- $ (400,835) $ (40,086) $ (435,921)
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
4
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH SEPTEMBER 30, 2007
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
-------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
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 shares
issued by company
officer/director -- -- -- -- 220,000 -- -- -- 220,000
Loan from former
director paid by
shares issued by
company
officer/director -- -- -- -- 7,500 -- -- -- 7,500
Consulting services
paid by shares
issued by company
officer/director -- -- -- -- 132,500 -- -- -- 132,500
Promissory notes
converted to common
stock 870,000 870 377,932 -- -- -- 378,802
Net (loss) for the
period -- -- -- -- -- -- (536,308) -- (536,308)
Foreign currency
translation -- -- -- -- -- -- -- 1,855 1,855
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2005 1,000,000 1,000 20,870,000 20,870 716,982 -- (932,143) (38,231) (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
stock options
issued by principal
stockholder -- -- -- -- 6,710 -- -- -- 6,710
Common stock issued
for cash -- -- 100,000 100 49,900 (12,000) -- -- 38,000
Net (loss) for the
period
(as restated) -- -- -- -- -- -- (1,302,467) -- (1,302,467)
Foreign currency
translation -- -- -- -- -- -- -- 47,347 47,347
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2006
(as restated) 1,000,000 $1,000 20,971,000 $20,971 $ 828,842 $ (12,000) $(2,234,610) $ 9,116 $(1,386,681)
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
5
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH SEPTEMBER 30, 2007
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
-------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Common stock issued
for cash -- $ -- 3,375,000 $ 3,375 $ 148,625 $ -- $ -- $ -- $ 152,000
Compensation from
extending terms of
stock options -- -- -- -- 4,000 -- -- -- 4,000
Net income for
the period -- -- -- -- -- 12,000 658,556 -- 670,556
Foreign currency
translation -- -- -- -- -- -- -- (192,090) (192,090)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2007 1,000,000 1,000 24,346,000 24,346 981,467 -- (1,576,054) (182,974) (752,215)
Exercise of stock
options for partial
settlement of note
payable to principal
stockholder
(unaudited) -- -- 1,434,006 1,434 27,246 -- -- -- 28,680
Net income for the
period (unaudited) -- -- -- -- -- -- 129,858 -- 129,858
Foreign currency
translation
(unaudited) -- -- -- -- -- -- -- (29,014) (29,014)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
September 30, 2007
(unaudited) 1,000,000 $1,000 25,780,006 $25,780 $1,008,713 $ -- $(1,446,196) $ (211,988) $ (622,691)
========= ====== ========== ======= ========== ============ =========== ============= ===========
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
6
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
Three Months Ended December 14,
September 30, 1998
---------------------------- (Inception) to
September 30,
2007 2006 2007
------------ ------------ -------------
Cash flows from operating activities
Net income (loss) $ 129,858 $ (256,974) $ (1,446,196)
Adjustments to reconcile net income (loss) to net cash used in
operating activities
Gain on cancellation and settlement of debt (146,752) -- (1,383,031)
Depreciation and amortization 13,590 2,297 56,451
Write-off of deferred offering costs -- -- 77,000
Employee compensation paid by issued options and shares -- -- 285,461
Consulting and other services paid by issued shares -- -- 133,000
Interest on promissory notes converted to paid-in capital -- -- 13,801
Realized foreign currency exchange gains (losses) (44,177) -- (107,568)
Changes in operating assets and liabilities
Accounts receivable -- -- 124,750
Other receivables 2,500 -- --
Inventory -- -- (1,277)
Accounts payable 3,098 2,395 70,195
Accrued compensation and other accrued liabilities 38,913 243,472 1,623,714
Deferred revenue -- (1,739) --
------------ ------------ -------------
Net cash used in operating activities (2,970) (10,549) (553,700)
------------ ------------ -------------
Cash flows from investing activities
Purchases of property and equipment -- -- (48,131)
Payment for Australian trademark -- -- (219)
------------ ------------ -------------
Net cash used in investing activities -- -- (48,350)
------------ ------------ -------------
Cash flows from financing activities
Bank overdraft -- -- --
Proceeds from loans - related parties 3,983 -- 441,965
Repayments on loans - related parties -- -- (331,865)
Proceeds from loan - former director -- -- 7,500
Proceeds from issuance of convertible notes -- -- 365,000
Proceeds from issuance of promissory notes -- -- 156,355
Proceeds from issuance of common stock -- -- 190,050
Payments of deferred offering costs -- -- (246,535)
------------ ------------ -------------
Net cash provided by financing activities 3,983 -- 582,470
------------ ------------ -------------
Effect of exchange rate changes on cash and cash equivalents (1,854) 40,123 19,879
------------ ------------ -------------
Net increase (decrease) in cash and cash equivalents (841) 29,574 299
Cash and cash equivalents, beginning of period 1,140 95 --
------------ ------------ -------------
Cash and cash equivalents, end of period $ 299 $ 29,669 $ 299
============ ============ =============
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
7
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
Three Months Ended December 14,
September 30, 1998
---------------------------- (Inception) to
September 30,
2007 2006 2007
------------ ------------ -------------
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest $ -- $ -- $ 502
============ ============ =============
Income taxes $ -- $ -- $ --
============ ============ =============
Supplemental disclosure of noncash investing and financing activities
On March 24, 2007, the Company acquired 100% of the common stock of
Footfridge Pty Ltd ("Footfridge") in exchange for a $1,000,000 convertible
promissory note. Pursuant to the agreement, Footfridge became a wholly
owned subsidiary of the Company. Footfridge had minimal operations and its
only significant asset was a patent for a certain heat reflection footwear
device. Accordingly, the acquisition was recorded as an intangible asset
purchase with no goodwill recognized. The patent was recorded at
$1,000,000, which was the estimated fair value of the note payable on the
acquisition date. This agreement was rescinded on August 21, 2007, whereby
the promissory note was cancelled and the Footfridge common stock was
returned to the seller. A total gain of $28,959 was recognized on the
rescission of this acquisition and the related note payable.
On August 14, 2007, the Company accepted the exercise of 1,434,006 options
from Fort Street Equity, a principal shareholder of the Company, in
consideration for a $28,680 reduction in the Company's note payable balance
to Fort Street. Fort Street Equity is a related party, therefore no gain or
loss was recognized on this equity transaction.
The accompanying notes are an integral part of these unaudited condesed
consolidated financial statements.
8
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SETPEMBER 30, 2007 AND 2006
(Unaudited)
(1) Summary of Significant Accounting Policies
Organization and Basis of Presentation
--------------------------------------
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 unaudited condensed consolidated financial statements of FFBI were
prepared from the accounts of the Company under the accrual basis of accounting
in United States dollars. In addition, these 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 6), and its stockholders
currently have voting control of FFBI, the accompanying unaudited condensed
consolidated financial statements and related note disclosures present the
financial position as of September 30, 2007, and the operations for the three
months ended September 30, 2007 and September 30, 2006, and comparatives for the
period from inception (December 14, 1998) through September 30, 2007, of FFB
9
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.
On March 24, 2007, the Company acquired 100% of the common stock of Footfridge
Pty Ltd ("Footfridge") in exchange for a $1,000,000 convertible promissory note.
Pursuant to the agreement, Footfridge became a wholly owned subsidiary of the
Company. Footfridge had minimal operations and its only significant asset was a
patent for a certain heat reflection footwear device. Accordingly, the
acquisition was recorded as an intangible asset purchase with no goodwill
recognized. The patent was recorded at $1,000,000, which was the estimated fair
value of the note payable on the acquisition date. This agreement was rescinded
on August 21, 2007, whereby the promissory note was cancelled and the Footfridge
common stock was returned to the seller. A total gain of $28,959 was recognized
on the rescission of this acquisition and the related note payable.
On July 7, 2007 the Company signed a letter of intent to facilitate a merger,
acquisition or other combinational transaction with Belmont Partners, LLC (the
"Buyer"). The Buyer's intent is to purchase a controlling interest in the
Company's public vehicle (the "Vehicle") for a purchase price of $500,000. Upon
acquisition of the Vehicle, the buyer would agree to effectuate a reverse merger
of the Vehicle with a target company whereby the Vehicle would remain the
surviving corporation. This letter of intent expired in October 2007, and the
Company is currently seeking other candidates with which to facilitate a merger,
acquisition or other combinational transaction.
The successful outcome of future activities cannot be determined at this time
due to the current market conditions, and there are no assurances that if
achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.
The unaudited condensed financial statements included herein have been prepared
in accordance with accounting principles generally accepted in United States of
America for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. They do not include all information
and notes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material changes in the information disclosed in the notes to the consolidated
financial statements included in the Annual Report on Form 10-KSB of Fit for
Business International, Inc. for the fiscal year ended June 30, 2007. In the
opinion of management, all adjustments (including normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended September 30, 2007 are not necessarily
indicative of the results that may be expected for any other interim period or
the entire fiscal year. For further information, these unaudited condensed
consolidated financial statements and the related notes should be read in
conjunction with the Company's consolidated audited financial statements for the
fiscal year ended June 30, 2007 included in the Company's Annual Report on For
10-KSB.
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 license agreements.
The Company establishes an allowance for doubtful accounts in amounts sufficient
to absorb potential losses on accounts receivable. As of September 30, 2007, an
allowance for doubtful accounts of $875,250 was deemed necessary on the
Company's licensing agreements. This allowance was recorded against the related
deferred revenue on these agreements (see Notes 10 and 14). 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.
10
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 agreements which entitle 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 agreements
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, 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,
2007, the Company had net capitalized costs of $1,348 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, 2007,
the Company had net capitalized costs of $25,695 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, 2007, the Company had not undertaken any projects related to
the development of software products held for sale or to be otherwise marketed.
11
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. The Company incurred no advertising costs during the three
month periods ended September 30, 2007 and 2006.
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 accounts for its long-lived assets in accordance with Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost carrying value of an asset may no longer be
appropriate. The Company assesses recoverability of the carrying value of an
asset by estimating the future net cash flows expected to result from the asset,
including eventual disposition. If the future net cash flows are less than the
carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset's carrying value and the fair value or disposable
value. As of September 30, 2007, the Company does not believe there has been any
impairment of its long-lived assets.
Loss Per Common Share
---------------------
The Company adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share ("SFAS 128"), that requires the reporting of both basic and
diluted earnings (loss) per share. Basic earnings (loss) per share is computed
by dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common
stock. In accordance with SFAS 128, any anti-dilutive effects on net earnings
(loss) per share are excluded. If such shares were included in diluted EPS, they
would have resulted in weighted-average common shares of 22,971,000 for the
three months ended September 30, 2006. The effects of issuing such equity
instruments would be considered dilutive for the three months ended September
30, 2007, and thus diluted EPS is reflected on the statement of operations for
that period. Such amounts include shares potentially issuable under outstanding
options.
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 6).
12
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 months ended September 30, 2007 and
2006, and the cumulative period from inception (December 14, 1998) through
September 30, 2007, comprehensive income (loss) consisted of foreign currency
translation adjustments as shown in the Company's statement of operations.
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
period 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
exchange. As of September 30, 2007, the carrying value of the Company's accounts
payable, accrued liabilities, loans from related parties 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.
13
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 6 and 11.
Estimates
---------
The financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. 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, 2007, and revenues and expenses for
the three months ended September 30, 2007 and 2006, and the cumulative period
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, 2007,
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
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 was pursuing various sources of equity
financing, and planned 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 were 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 were to 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.
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.
On July 7, 2007 the Company signed a letter of intent to facilitate a merger,
acquisition or other combinational transaction with Belmont Partners, LLC (the
"Buyer"). The Buyer's intent is to purchase a controlling interest in the
Company's public vehicle (the "Vehicle") for a purchase price of $500,000. Upon
acquisition of the Vehicle, the buyer would agree to effectuate a reverse merger
of the Vehicle with a target company whereby the Vehicle would remain the
surviving corporation. This letter of intent expired in October 2007, and the
Company is currently seeking other candidates with which to facilitate a merger,
acquisition or other combinational transaction.
The successful outcome of future activities cannot be determined at this time
due to the current market conditions, and there are no assurances that if
achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.
The accompanying unaudited condensed consolidated 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, has
14
negative working capital as of September 30, 2007 totaling $573,051, and its
cash resources 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) Acquisition of Footfridge Pty Ltd.
On March 24, 2007, the Company acquired 100% of the common stock of Footfridge
Pty Ltd ("Footfridge") in exchange for a $1,000,000 convertible promissory note.
Pursuant to the agreement, Footfridge became a wholly owned subsidiary of the
Company. Footfridge had minimal operations and its only significant asset was a
patent for a certain heat reflection footwear device. Accordingly, the
acquisition was recorded as an intangible asset purchase with no goodwill
recognized. The patent was recorded at $1,000,000, which was the estimated fair
value of the note payable on the acquisition date. This agreement was rescinded
on August 21, 2007, whereby the promissory note was cancelled and the Footfridge
common stock was returned to the seller. A total gain of $28,959 was recognized
on the rescission of this acquisition and the related note payable.
(4) Accrued Compensation
The Company has entered into employment, consulting, and other related
agreements with its management and other personnel. Due to the Company's cash
flow requirements, the parties to these contracts have agreed to defer payment
of portions of their compensation under these agreements. Total accrued
compensation as of September 30, 2007 under these contracts amounted to $201,917
which will be paid when the Company has sufficient funds available.
As of September 30, 2007, a total of $25,000 is due by the Company to Poulsen
for accrued compensation, and this liability was satisfied through the issuance
of 2,500,000 shares on October 11, 2007.
On August 16, 2007, the Company reached a settlement agreement with one of its
former employees to rescind $117,793 of accrued compensation (inclusive of
related accrued Australian payroll tax obligations), owed by the Company to this
former employee.
(5) Convertible Debt
As discussed in Note 3, on March 24, 2007 the Company acquired 100% of the
common stock of Footfridge Pty Ltd ("Footfridge") in exchange for a $1,000,000
convertible promissory note. The note bore interest at 7% per annum and was
secured by the Footfridge shares. A principal payment of $200,000 was due and
payable on September 30, 2007, with the $800,000 remaining balance, plus accrued
interest, payable on March 24, 2008. This $800,000 was convertible into common
stock of the Company at a conversion rate of $0.10 per share. This promissory
note was cancelled and the Footfridge common stock was returned to the seller,
pursuant to rescission of the agreement on August 21, 2007 as described in Notes
1 and Note 3.
(6) Common Stock Transactions and Capital Formation
Issuance of Common Stock
------------------------
On August 14, 2007, the Company accepted the exercise of 1,434,006 options from
Fort Street Equity, a principal shareholder of the Company, in consideration for
a $28,680 reduction in the Company's note payable balance to Fort Street. Fort
Street Equity is a related party, therefore no gain or loss was recognized on
this equity transaction.
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 extended to December 31, 2007, by the Board of Directors of the Company,
effective December 3, 2006. Pursuant to the extended terms of exercise, a total
of $4,000 of additional compensation expense was recognized during the three
months ended December 31, 2006. 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.
15
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 565,994 options on behalf of the Company to
employees and other parties to acquire a like number of shares of common stock
of the Company. The market price of the Company's common stock on the date of
each stock option grant was $0.50 per share. The principal stockholder charged
the grantees a total of $134,070 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 11.
As described above, Fort Street Equity exercised all of its 1,434,006 options on
August 14, 2007 as consideration for a $28,680 reduction in the Company's note
payable balance.
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 of
Risk-Free Volatility Dividend Nonemployee the
Interest Rate of Stock Yield Exit Rate Options
------------- -------- ----- --------- -------
3.81% 135.3% 0% 0% 160 days
The following tables summarize information about stock options outstanding and
exercisable as of September 30, 2007:
Stock Options Outstanding:
-------------------------
Weighted-Avg.
Number of Remaining
Exercise Shares Contractual Weighted-Avg.
Price Outstanding Life in Years Exercise Price
----- ----------- ------------- --------------
$0.50 565,994 0.25 $0.50
Stock Options Exercisable:
-------------------------
Range of Number of
Exercise Shares Weighted-Avg.
Prices Exercisable Exercise Price
------ ----------- --------------
$0.50 565,994 $0.50
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.
From the common stock issued to Mark A. Poulsen, President and Chief Executive
Officer of the Company under the Stock Exchange Agreement described above,
500,000 shares of common stock were issued to L.R. Global pursuant to the terms
of a license agreement (see Note 10). 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.
16
Capital Formation Activity
--------------------------
On November 10, 2003, FFBI entered into an agreement with Fort Street Equity,
Inc. ("Fort Street") 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.
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. As of September 30, 2007, the Company had incurred $203,995 of deferred
offering costs which were comprised of legal, accounting and investor relations
fees paid, and other professional, administrative, and filing fees incurred to
complete the Form SB-2 registration process and capital formation activities.
This offering is still open.
(7) Income Taxes
There was no provision (benefit) for income taxes for periods to September 30,
2007.
The Company had deferred income tax assets as of September 30, 2007, as follows:
Loss carryforwards $ 121,000
Less: valuation allowance 121,000
------------
Total net deferred tax assets $ --
============
As of September 30, 2007, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $357,000 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the years 2022-2027. 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.
(8) 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, 2007, the Company
owed $47,379 to this entity. This amount owed to this entity was for working
capital and office space 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, 2007, the Company
owed $86,797 to this entity. This amount owed was for working capital provided,
is non-interest bearing, and has no terms for repayment.
17
As of September 30, 2007, the Company owed $16,924 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.
The Company had a month-to-month expense sharing agreement for office rent and
other common area expenses with Mark A. Poulsen & Associates Pty. Ltd. 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 three months ended September 30, 2007 and 2006, the Company accrued $0 and
$4,232 in office rent and common area costs pertaining to this agreement. This
agreement was terminated in May 2007.
(9) Recent Accounting Pronouncement
SFAS No. 159 - In February 2007, the FASB issued Statement No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities--Including an
amendment of FASB Statement No. 115. This Statement permits entities to choose
to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This Statement applies to
all entities, including not-for-profit organizations. Most of the provisions of
this Statement apply only to entities that elect the fair value option. However,
the amendment to FASB Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities, applies to all entities with available-for-sale and
trading securities. Some requirements apply differently to entities that do not
report net income. This Statement is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provisions of
FASB Statement No. 157, Fair Value Measurements. No entity is permitted to apply
this Statement retrospectively to fiscal years preceding the effective date
unless the entity chooses early adoption. The choice to adopt early should be
made after issuance of this Statement but within 120 days of the beginning of
the fiscal year of adoption, provided the entity has not yet issued financial
statements, including required notes to those financial statements, for any
interim period of the fiscal year of adoption. This Statement permits
application to eligible items existing at the effective date (or early adoption
date). The Company plans on adopting this Statement on January 1, 2008, and does
not believe that it will have a significant impact on its results of operations
or financial position.
(10) 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.
18
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
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
Bulletin Board 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 Bulletin Board, 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 Bulletin Board. 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. Currently, 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 financial statements during the year ended 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 to-date from this License Agreement.
From the shares issued to Mark A. Poulsen, President and Chief Executive Officer
of the Company, under the Exchange Agreement described in Note 6, 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.
Mr. Gilling is also an option holder to purchase 50,000 shares of the Company's
common under an Option Purchase Agreement with Fort Street (see Note 11). Per
the Second License Agreement, Mr. Gilling as the right, 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
19
service representatives. Pursuant to the original license terms, the fee for the
Second License Agreement was $500,000 payable as follows:
On or before October 16, 2006 $ 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 that was scheduled for 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.
The Company has not received any of the above payments on this license, and is
currently in discussions with Mr. Gilling to renegotiate the terms of the
agreement. Due to the uncertainties surrounding the terms of the license and
collection of the first two installments, the Company has recorded an allowance
for doubtful accounts to reduce the net accounts receivable and deferred revenue
balances to zero.
(11) Promissory Notes - Fort Street Equity, Inc.
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.
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
$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 Mrs. Wendt 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,
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 financial statements during the year 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 Mr. Appleby 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 Mr. Wendt 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.
21
The total proceeds received by the Company for the above sales of 565,994 stock
options by Fort Street amounted to $134,070. Additional amounts totaling $34,714
were loaned to the Company by Fort Street directly under the same terms as
described above. The total amount payable to Fort Street at September 30, 2007
under this obligation is $140,883, plus accrued interest of $16,250. The note is
unsecured, carries an interest rate of five (5) percent per annum, and matures
on December 31, 2009.
(12) Commitments and Contingencies
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 (as described in Note 11), 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 $140,883, and accrued interest of $16,250, as of September 30,
2007, as amounts subject to rescission in the accompanying balance sheet.
(13) Subsequent Events
As discussed in Note 4, the Company issued 2,500,000 shares of its common stock
on October 11, 2007 to its President and CEO, Mark Poulsen, as compensation for
services performed during the quarter ended September 30, 2007.
22
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's Discussion and Analysis of Financial Condition and Results of
Operations
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 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 consolidated financial statements of FFBI were prepared from the
accounts of the Company under the accrual basis of accounting in United States
dollars. In addition, these 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.
23
Given that FFB Australia is considered to have acquired FFBI by a deemed reverse
merger through an Exchange Agreement, and its stockholders currently have voting
control of FFBI, the accompanying unaudited condensed consolidated financial
statements and related note disclosures present the financial position as of
September 30, 2007, and the operations for the years ended September 30, 2007
and September 30, 2006, and comparatives for the period from inception (December
14, 1998) through September 30, 2007, 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.
On March 24, 2007, the Company acquired 100% of the common stock of Footfridge
Pty Ltd ("Footfridge") in exchange for a $1,000,000 convertible promissory note.
Pursuant to the agreement, Footfridge became a wholly owned subsidiary of the
Company. Footfridge had minimal operations and its only significant asset was a
patent for a certain heat reflection footwear device. Accordingly, the
acquisition has been recorded as an intangible asset purchase with no goodwill
recognized. The patent was recorded at $1,000,000, which was the estimated fair
value of the note payable on the acquisition date. This agreement was rescinded
on August 21, 2007, whereby the promissory note was cancelled and the Footfridge
common stock was returned to the seller.
On July 7, 2007 the Company signed a letter of intent to facilitate a merger,
acquisition or other combinational transaction with Belmont Partners, LLC (the
"Buyer"). The Buyer's intent is to purchase a controlling interest in the
Company's public vehicle (the "Vehicle") for a purchase price of $500,000. Upon
acquisition of the Vehicle, the buyer would agree to effectuate a reverse merger
of the Vehicle with a target company whereby the Vehicle would remain the
surviving corporation. This letter of intent expired in October 2007, and the
Company is currently seeking other candidates with which to facilitate a merger,
acquisition or other combinational transaction.
The successful outcome of future activities cannot be determined at this time
due to the current market conditions, and there are no assurances that if
achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.
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 (as described in Note 11), 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 $140,883, and accrued interest of $16,250, as of September 30,
2007, as amounts subject to rescission in the accompanying balance sheet.
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America ("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 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. Certain critical policies are presented below.
24
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.
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.
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.
25
Results of Operations for the Three Months Ended September 30, 2007 and 2006
Revenues
--------
Total revenues for the three months ended September 30, 2007 amounted to $495,
compared to revenues of $2,868 for the three months ended September 30, 2006.
Cost of Sales
-------------
Cost of sales was $435 for the three months ended September 30, 2007 as compared
to $697 for the same period ended September 30, 2006.
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses for the three months ended
September 30, 2007 were $4,838 compared to $261,671 for the three months ended
September 30, 2006. The decrease was primarily due to significantly lower wages
and compensation during the current quarter, resulting from a reduction of
employees and the termination of employment agreements with certain members of
our management. Our current quarter selling, general and administrative expenses
were also reduced by $47,177 for foreign currency gains realized on our
US-denominated assets and liabilities.
Other Income (Expense)
----------------------
For the three months ended September 30, 2007, other income (net) totaled
$134,636, compared to $2,526 for the three months ended September 30, 2006. The
increase is primarily due to a $117,793 gain from the settlement of an accrued
compensation agreement and $28,959 cancellation of indebtedness related to the
rescission of our previous acquisition of Footfridge during the quarter ended
September 30, 2007.
Liquidity and Capital Resources
During the three months ended September 30, 2007, the Company received proceeds
of $3,983 in loans from related parties. Of the amounts received, $2,970 was
used in operations. The balance of cash and cash equivalents as of September 30,
2007 was $299.
During the three months ended September 30, 2006, the Company received no
proceeds from stock sales or loans. During that period, $10,549 was used in
operations. The balance of cash and cash equivalents as of September 30, 2006
was $29,669.
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, 2007, we had a working
capital deficit of $573,051 and an accumulated deficit of $1,446,196. There is
no assurance that profitable operations, if ever achieved, will be sustained on
a continuing basis.
Our footnotes for the three months ended September 30, 2007 and 2006 contain 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 complete our planned merger or raise a significant amount of
proceeds form our offering, this may cause our cessation of business resulting
in investors losing the value of their investment in us.
Off Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements.
26
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 March 31, 2007. 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, 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
27
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.
On August 14, 2007, the Company accepted the exercise of 1,434,006 options from
Fort Street Equity, a principal shareholder of the Company, in consideration for
a $28,680 reduction in the Company's note payable balance to Fort Street. Fort
Street Equity is a related party, therefore no gain or loss was recognized on
this equity transaction.
The Company issued 2,500,000 shares of its common stock on October 11, 2007 to
its President and CEO, Mark Poulsen, as compensation for services performed
during the quarter ended September 30, 2007.
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, 2007, 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
----------------------------------------
None
(b) Exhibits
---------------
Method of Filing Exhibit Number Exhibit Title
---------------- -------------- -------------
Incorporated by reference to 3.1 Certificate of Incorporation
Exhibit 3.1 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176)
28
Incorporated by reference to 3.1(a) Certificate of Amendment to
Exhibit 3.1(a) to our Amendment Certificate of Incorporation
No. 1 to Form SB-2 registration
statement on May 4, 2005 (SEC File
No. 333-123176)
Incorporated by reference to 3.2 By-Laws
Exhibit 3.3 to our Amendment No. 3
to Form SB-2 registration statement
on August 1, 2005 (SEC File No.
333-123176).
Incorporated by reference to 10.1 Exchange Agreement dated September 5, 2004
Exhibit 10.1 to our Form SB-2 between us and Fit For Business (Australia)
registration statement on March Pty Ltd.
7, 2005 (SEC File No. 333-123176).
Incorporated by reference to 10.2 Stock Option Agreement dated July 25, 2004
Exhibit 10.2 to our Form SB-2 between us and Fort Street Equity, Inc.
registration statement on March (subscription agreement)
7, 2005 (SEC File No. 333-123176).
Incorporated by reference to 10.2.1 Stock Option Extension Letter
Exhibit 10.2.1 to our Amendment No.
8 to Form SB-2 registration
statement on December 30, 2005 (SEC
File No. 333-123176).
Incorporated by reference to 10.3 License Agreement with L.R. Global
Exhibit 10.3 to our Form SB-2 Marketing Pty Ltd. And Extension Agreement
registration statement on March
7, 2005 (SEC File No. 333-123176).
Incorporated by reference to 10.4 Employment Agreement - Mark A. Poulsen
Exhibit 10.4 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176).
Incorporated by reference to 10.5 Employment Agreement - Anthony F. Head
Exhibit 10.5 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176).
Incorporated by reference to 10.6 Employment Agreement - Prins A. Ralston
Exhibit 10.6 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176).
Incorporated by reference to 10.7 Employment Agreement - Sandra L. Wendt
Exhibit 10.7 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176).
Incorporated by reference to 10.8 Agreement with Insource Pty Ltd.
Exhibit 10.8 to our Form SB-2
registration statement on March 7,
2005 (SEC File No. 333-123176).
29
Incorporated by reference to 10.9 Two (2) Promissory Notes with Fort Street
Exhibit 10.9 to our Amendment No. 3 Equity both dated July 1, 2005
to Form SB-2 registration statement
on August 1, 2005 (SEC File No.
333-123176).
Incorporated by reference to 10.9.1 Five (5) Promissory Notes with Fort Street
Exhibit 10.9 to our Amendment No. 5 Equity dated as follows: one (1) dated
to Form SB-2 registration statement September 14, 2005; two (2) dated August
on September 26, 2005 (SEC File No. 29, 2005; one (1) dated June 19, 2005; and
333-123176). one (1) dated May 11, 2005
Incorporated by reference to 10.9.2 Two (2) Promissory Notes with Fort Street
Exhibit 10.9 to our Amendment No. 8 Equity dated as follows: September 23,
to Form SB-2 registration statement 2005; and September 26, 2005
on December 30, 2005 (SEC File No.
333-123176).
14 Code of Ethics
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
30
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: November 19, 2007 By: /s/ Mark A. Poulsen
---------------------------
Mark A. Poulsen
Chief Executive Officer, President, and
Chairman of the Board of Directors
Date: November 19, 2007 By: /s/ Sandra Wendt
-----------------------
Sandra Wendt
Chief Financial Officer
Principal Accounting Officer
31