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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2012
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Nevada
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51-0665952
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1375 North Scottsdale Road, Suite 140
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Scottsdale, Arizona
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85281
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
£
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Accelerated filer
£
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Non-accelerated filer
£
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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PART I – FINANCIAL INFORMATION
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Item 1
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Financial Statements (Unaudited)
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Condensed Consolidated Balance Sheets
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3
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Condensed Consolidated Statements of Operations
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4
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Condensed Consolidated Statements of Cash Flows
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5
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Notes to Unaudited Condensed Consolidated Financial Statements
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6
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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19
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Item 4.
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Controls and Procedures
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19
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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20 | |
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Item 1A.
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Risk Factors
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20 | |
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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20 | |
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Item 3.
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Defaults Upon Senior Securities
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20 | |
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Item 4
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Mine Safety Disclosures
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20 | |
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Item 5.
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Other Information
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20 | |
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Item 6.
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Exhibits
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20
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Signatures
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21
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September 30,
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June 30,
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2012
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2012
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ASSETS
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(Unaudited)
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Current assets:
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Cash and cash equivalents
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$ | 17,056 | $ | 51,355 | ||||
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Inventory
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4,415 | 7,490 | ||||||
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Total current assets
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21,471 | 58,845 | ||||||
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Property and equipment - net
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6,301 | 5,032 | ||||||
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Other assets
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9,774 | 9,774 | ||||||
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Total assets
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$ | 37,546 | $ | 73,651 | ||||
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current liabilities:
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Accounts payable and other accrued expenses
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$ | 86,622 | $ | 139,674 | ||||
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Accrued interest payable
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5,504 | 6,973 | ||||||
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Notes payable - short-term
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6,000 | 6,000 | ||||||
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Notes payable - related party
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37,500 | 37,500 | ||||||
| Convertible notes payable - short-term, net of discount of $52,729 and $1,357 a s of September 30, 2012 and June 30, 2012, respectively | 111,989 | 63,643 | ||||||
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Total current liabilities
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247,615 | 253,790 | ||||||
| Convertible notes payable - net of discount of $9,380 and $11,120 as of September 30, 2012 and June 30, 2012, respectively | 43,620 | 66,880 | ||||||
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Total liabilities
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291,235 | 320,670 | ||||||
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Shareholders' deficit:
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Preferred stock, $.001 par value; 10,000,000 shares authorized, no shares issued
or outstanding as of September 30, 2012 and June 30, 2012, respectively
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- | - | ||||||
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Common stock, $.001 par value; 100,000,000 shares authorized;
8,681,488 and 8,604,187 shares issued as of September 30, 2012 and June 30, 2012,
respectively; 8,666,488 and 8,589,187 shares outstanding as of September 30, 2012
and June 30, 2012, respectively
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8,681 | 8,604 | ||||||
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Additional paid-in capital
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3,723,743 | 3,505,767 | ||||||
| Treasury stock, at cost (15,000 common shares as of September 30, 2012 and June 30, 2012, respectively) | (26,250 | ) | (26,250 | ) | ||||
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Accumulated deficit
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(3,959,863 | ) | (3,735,140 | ) | ||||
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Total shareholders' deficit
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(253,689 | ) | (247,019 | ) | ||||
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Total liabilities and shareholders' deficit
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$ | 37,546 | $ | 73,651 | ||||
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Three Months Ended September 30,
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2012
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2011
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Net revenues
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$ | 34,276 | $ | 10,833 | ||||
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Cost of products sold
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7,175 | 2,848 | ||||||
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Gross profit
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27,101 | 7,985 | ||||||
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Operating expenses:
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Professional fees
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81,472 | 60,979 | ||||||
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Salaries and wages
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67,518 | 35,514 | ||||||
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General and administrative
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50,331 | 20,670 | ||||||
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Marketing
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22,752 | 15,976 | ||||||
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Software development expense
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18,536 | - | ||||||
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Total operating expenses
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240,609 | 133,139 | ||||||
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Loss from operations
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(213,508 | ) | (125,154 | ) | ||||
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Other income (expense):
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Interest income
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- | 3,300 | ||||||
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Interest expense
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(11,215 | ) | (21,195 | ) | ||||
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Total other income (expense)
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(11,215 | ) | (17,895 | ) | ||||
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Net loss
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$ | (224,723 | ) | $ | (143,049 | ) | ||
| Basic and diluted net loss per common share | $ | (0.03 | ) | $ | (0.02 | ) | ||
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Weighted average common
shares outstanding -
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basic and diluted
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8,605,192 | 7,751,175 | ||||||
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Three Months Ended September 30,
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2012
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2011
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Cash flows from operating activities:
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Net loss
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$ | (224,723 | ) | $ | (143,049 | ) | ||
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Adjustments to reconcile net loss to net cash
used in operating activities:
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Amortization of debt discounts
and deferred financing costs
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6,419 | 20,729 | ||||||
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Depreciation expense
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331 | 300 | ||||||
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Common stock issued for services
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127,003 | 48,777 | ||||||
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Changes in operating assets and liabilities:
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Inventory
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3,075 | 1,486 | ||||||
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Other assets
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- | (146 | ) | |||||
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Accounts payable and other accrued expenses
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(53,052 | ) | (1,606 | ) | ||||
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Accrued interest payable
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(1,469 | ) | 406 | |||||
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Net cash used in operating activities
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(142,416 | ) | (73,103 | ) | ||||
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Cash flows from investing activities:
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Software development costs
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- | (18,500 | ) | |||||
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Purchase of property and equipment
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(1,600 | ) | - | |||||
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Net cash used in investing activities
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(1,600 | ) | (18,500 | ) | ||||
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Cash flows from financing activities:
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Proceeds from convertible notes payable
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77,500 | 25,000 | ||||||
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Borrowings from related parties
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- | 5,000 | ||||||
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Proceeds from sale of common stock
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35,000 | - | ||||||
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Repayment of convertible notes payable
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(2,783 | ) | - | |||||
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Net cash provided by financing activities
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109,717 | 30,000 | ||||||
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Change in cash and cash equivalents
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(34,299 | ) | (61,603 | ) | ||||
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Cash and cash equivalents, beginning of period
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51,355 | 66,264 | ||||||
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Cash and cash equivalents, end of period
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$ | 17,056 | $ | 4,661 | ||||
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·
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During the first three months of fiscal 2013, we issued 22,893 common shares to an entity controlled by Naser Ahmad, the Chief Technology Officer of Youchange, Inc. We expensed $30,000 as professional fees and applied $30,000 against an expense accrual for the issuance of these shares.
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·
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During the first three months of fiscal 2013, we issued 2,469 common shares to Richard Papworth, our Chief Financial Officer for services rendered. We expensed $6,000 as professional fees for the issuance of these shares.
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During the first three months of fiscal 2013, we issued 16,049 common shares to an entity controlled by Derrick Mains, our Executive Vice President of Business Development and Operations, for services rendered. We expensed $39,000 as professional fees for the issuance of these shares.
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·
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During the first three months of fiscal 2013, we issued 8,025 common shares to Dan Fogel, our Vice President of Strategic Initiatives, for services rendered. We expensed $19,500 as professional fees for the issuance of these shares.
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During the first three months of fiscal 2013, we also issued 1,079 common shares in exchange for other professional services. We expensed approximately $2,500 as professional fees for the issuance of these shares.
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During the first three months of fiscal 2013, we raised $35,000 through the sale of 28,000 common shares in a private placement transaction with six accredited investors at a sales price of $1.25 per common share.
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During August 2011, we issued a $25,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days at the discretion of the Company. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $1.50 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note. During September of 2012, $2,782 of principal and $2,267 of accrued interest was paid.
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·
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During October 2011, we issued a $10,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matured three months from the date of issuance and was extended by an additional 30 days. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $5,200 for this convertible note. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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During December 2011, we issued a $25,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $25,000 for this convertible note. The note has a default penalty interest rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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During January 2012, we issued a $25,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $9,500 for this convertible note. The note has a default penalty interest rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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During February 2012, we issued a $24,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days at the discretion of the Company. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $4,800 for this convertible note. During September 2012, $1,368 of accrued interest was paid.
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During February 2012, we issued a $24,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days at the discretion of the Company. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $6,720 for this convertible note. During September 2012, $1,120 of accrued interest was paid.
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·
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During March 2012, we issued a $5,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days at the discretion of the Company. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,400 for this convertible note. During September 2012, $213 of accrued interest was paid.
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·
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During April 2012, we issued a $5,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.75 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,712 for this convertible note. This note went into default on October 4, 2012. The holder has verbally agreed to exercise the conversion feature.
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The following summarizes convertible notes payable activity during the quarter ended September 30, 2012:
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·
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During August 2012, we issued a $10,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $6,400 for this convertible note.
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·
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During September 2012, we issued a $10,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $8,600 for this convertible note.
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·
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During September 2012, we issued a $12,500 convertible note to an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $10,750 for this convertible note.
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·
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During September 2012, we issued a $20,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $12,800 for this convertible note.
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·
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During September 2012, we issued a $25,000 convertible note to an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $17,500 for this convertible note.
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Three Months Ended September 30,
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2012
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2011
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Supplemental cash flow information:
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Cash paid for interest
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$ | 4,968 | $ | - | ||||
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Cash paid for income taxes
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- | - | ||||||
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Supplemental disclosure of non-cash investing and
financing activities:
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Conversion of notes payable
to common stock
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- | 109,084 | ||||||
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Beneficial conversion feature
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56,050 | - | ||||||
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(i)
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Offers made to members through our website, which is discussed above.
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(ii)
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Using already existing retailers or businesses as drop-off locations for used electronics. We plan to develop strategic alliances with retailers, electronic refurbishment centers and recyclers that may partner with youchange. By listing retailers as drop-off locations on our website, we will encourage our members to visit these locations and thus, would expect an increase in foot traffic for those locations. If members drop-off items rather than use our prepaid shipping mechanism, we expect to obtain these items at a lower cost. We are in discussions with Phoenix-based local charities and other organizations. We currently have drop-off agreements with a local computer repair store chain, Red Seven and the Phoenix location of the national Childhelp charity.
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(iii)
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Collecting used electronics through Company initiated collection events. Local electronic collection events play an important part of the youchange strategy and are done in partnership with local sports teams, businesses, schools and charity groups. We have developed a collection event and brand awareness model built around employees of third party companies bringing their excess electronics to work on designated days.
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Three Months Ended September 30,
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2012
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2011
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Net revenues
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$ | 34,276 | $ | 10,833 | ||||
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Cost of products sold
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7,175 | 2,848 | ||||||
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Gross profit
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27,101 | 7,985 | ||||||
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Operating expenses:
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||||||||
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Professional fees
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81,472 | 60,979 | ||||||
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Salaries and wages
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67,518 | 35,514 | ||||||
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General and administrative
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50,331 | 20,670 | ||||||
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Marketing
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22,752 | 15,976 | ||||||
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Software development expense
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18,536 | - | ||||||
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Total operating expenses
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240,609 | 133,139 | ||||||
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Loss from operations
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(213,508 | ) | (125,154 | ) | ||||
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·
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Acquiring or developing strategic relationships with recyclers and refurbishment centers in Phoenix, Arizona.
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Completing certain key modules of eTS and identifying pilot locations as drop-off locations and recyclers and/or refurbishment centers.
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Expanding collection events that are hosted by local businesses, schools and sports teams.
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Researching collection methods and equipment to develop permanent drop-off locations with local retailers.
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Adding a national partner to have all mail-in online transactions sent directly to a partner in locations covering all of the United States
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Replication of the Phoenix, Arizona youchange model in other cities in the United States once the model is proven in the Phoenix market.
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On January 1, 2010, Youchange, Inc. entered into a $75,000 note payable agreement with the previous shareholders of BSFG, which, together with a $50,000 cash payment and the issuance of 1,456,000 pre-reverse split common shares following the reverse merger, was used to complete the reverse merger with BSFG. The payable was due in two equal installments, which were due on April 1, 2010 and June 30, 2010. The first payment of $37,500 was paid when due on April 1, 2010; however, we have not made the second payment as of the date of this filing. We have received a verbal waiver of the default from the note holders.
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·
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During October 2011, we issued a $10,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured three months from the date of issuance and was extended by an additional 30 days at the discretion of the Company. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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·
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During December 2011, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days at the discretion of the Company. The note has a default penalty interest rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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·
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During January 2012, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days at the discretion of the Company. The note has a default penalty rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.
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·
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During April 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured six months from the date of issuance and was extended by an additional 30 days at the discretion of the Company. This note went into default on October 4, 2012. The holder has verbally agreed to exercise the conversion feature.
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
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32.1
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Section 1350 Certification of Principal Executive Officer
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32.2
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Section 1350 Certification of Principal Financial Officer
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101.INS†
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XBRL Instance Document
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101.SCH†
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XBRL Taxonomy Extension Schema Document
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101.CAL†
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF†
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB†
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE†
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XBRL Taxonomy Extension Presentation Linkbase Document
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†
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Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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INFINITY RESOURCES HOLDINGS CORP.
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Date: November 14, 2012
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By:
/s/ Barry Monheit
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Barry Monheit
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President and Chief Executive Officer
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Date: November 14, 2012
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By:
/s/ Richard A. Papworth
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Richard A. Papworth
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Chief Financial Officer
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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