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| Delaware | 000-22563 | 95-4463937 | ||
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(State or other jurisdiction of
incorporation or organization) |
Commission File Number | (I.R.S. Employer Identification No.) |
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o
Large accelerated filer
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o Accelerated filer | |
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o
Non-accelerated filer
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x Smaller reporting company |
| Page | ||||||||
| PART I. | ||||||||
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| Item 1. | ||||||||
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| 2 | ||||||||
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| 3 | ||||||||
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| 5 | ||||||||
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| Item 2. | 7 | |||||||
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| Item 3. | 10 | |||||||
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| PART II. | ||||||||
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| Item 1. | 11 | |||||||
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| Item 6. | 11 | |||||||
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| SIGNATURE | 12 | |||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
| March 31, | December 31, | |||||||
| 2010 | 2009 | |||||||
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Assets:
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Current assets:
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Cash and cash equivalents
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$ | 17,296 | $ | 9,004 | ||||
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Total assets
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$ | 17,296 | $ | 9,004 | ||||
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Liabilities and Stockholders’ Deficiency:
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Current liabilities:
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Accounts payable and accrued expenses
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$ | 11,013 | $ | 9,800 | ||||
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Accrued interest on revolving credit promissory note
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2,040 | 1,420 | ||||||
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Total current liabilities
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13,053 | 11,220 | ||||||
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Revolving credit promissory note from related party
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37,500 | 22,500 | ||||||
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Commitments and contingencies
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— | — | ||||||
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Stockholders’ deficiency:
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Preferred stock, $.01 par value. Authorized 5,000,000
shares; no shares issued and outstanding
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— | — | ||||||
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Common stock, $.01 par value. Authorized 25,000,000
shares; 3,120,000 shares issued and outstanding
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31,200 | 31,200 | ||||||
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Additional paid-in capital
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8,209,944 | 8,209,944 | ||||||
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Accumulated deficit
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(8,274,401 | ) | (8,265,860 | ) | ||||
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Accumulated other comprehensive income
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— | — | ||||||
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Total stockholders’ deficiency
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(33,257 | ) | (24,716 | ) | ||||
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Total liabilities and stockholders’ deficiency.
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$ | 17,296 | $ | 9,004 | ||||
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2
| Three Months Ended | ||||||||
| March 31, | March 31, | |||||||
| 2010 | 2009 | |||||||
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Revenues
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$ | — | $ | — | ||||
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Cost and expenses:
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General and administrative
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7,920 | 6,607 | ||||||
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7,920 | 6,607 | ||||||
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Operating loss
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(7,920 | ) | (6,607 | ) | ||||
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Other income (expense):
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Interest income
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— | 1 | ||||||
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Interest expense
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(621 | ) | — | |||||
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Total other (expense) income
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(621 | ) | 1 | |||||
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Net loss
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$ | (8,541 | ) | $ | (6,606 | ) | ||
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Net loss per share (basic and diluted)
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Shares used in computing net
loss per share
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3,120,000 | 3,120,000 | ||||||
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3
| Three Months Ended | ||||||||
| March 31, | March 31, | |||||||
| 2010 | 2009 | |||||||
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Cash flows from operating activities:
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Net loss
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$ | (8,541 | ) | $ | (6,606 | ) | ||
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Changes in assets and liabilities:
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Increase in accounts payable and accrued expenses
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1,213 | 911 | ||||||
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Increase in accrued interest on revolving credit promissory note
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620 | — | ||||||
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Net cash used in operating activities
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(6,708 | ) | (5,695 | ) | ||||
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Net cash from investing activities
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— | — | ||||||
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Net cash from financing activities
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Borrowings under revolving credit promissory note
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15,000 | — | ||||||
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Net cash provided by financing activities
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15,000 | — | ||||||
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Net increase (decrease) in cash and cash equivalents
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8,292 | (5,695 | ) | |||||
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Cash and cash equivalents at beginning of period
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9,004 | 19,698 | ||||||
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Cash and cash equivalents at end of period
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$ | 17,296 | $ | 14,003 | ||||
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4
| (1) | Business and Organization | |
| CDSI Holdings Inc. (the “Company” or “CDSI”) was incorporated in Delaware on December 29, 1993 and is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. On January 12, 1999, the Company’s stockholders voted to change the corporate name of the Company from PC411, Inc. to CDSI Holdings Inc. Prior to May 1998, the Company’s principal business was an on-line electronic delivery information service that transmitted name, address, telephone number and other related information digitally to users of personal computers (the “PC411 Service”). In May 1998, the Company acquired Controlled Distribution Systems, Inc. (“CDS”), a company engaged in the marketing and leasing of an inventory control system for tobacco products. In February 2000, CDSI announced CDS will no longer actively engage in the business of marketing and leasing the inventory control system. In November 2003, the Company and its wholly-owned subsidiary CDS merged with the Company as the surviving corporation. | ||
| At March 31, 2010, the Company had an accumulated deficit of $8,274,401. The Company has reported an operating loss in each of its fiscal quarters since inception and it expects to continue to incur operating losses in the immediate future. The Company has reduced operating expenses and is seeking acquisition and investment opportunities. There is a risk the Company will continue to incur operating losses. | ||
| CDSI intends to seek new business opportunities. As CDSI has only limited cash resources, CDSI’s ability to complete any acquisition or investment opportunities it may identify will depend on its ability to raise additional financing, as to which there can be no assurance. There can be no assurance that the Company will successfully identify, complete or integrate any future acquisition or investment, or that acquisitions or investments, if completed, will contribute favorably to its operations and future financial condition. | ||
| (2) | Principles of Reporting | |
| The condensed financial statements of the Company as of March 31, 2010 presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2010 and the results of operations and cash flows for all periods presented have been made. Results for the interim periods are not necessarily indicative of the results for the entire year. | ||
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These unaudited condensed financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2009 included in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
(Commission File No. 0001-22563).
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5
| Use of Estimates | ||
| The preparation of the unaudited condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
| Basis of Presentation | ||
| Certain reclassifications have been made to the 2009 financial information to conform to the 2010 presentation. | ||
| (3) | Related Party Transactions | |
| There was a balance of $37,500 and $22,500 outstanding under the 11% Revolving Credit Promissory Note due 2012 at March 31, 2010 and December 31, 2009, respectively. Interest expense on the Revolver was $621 and $0 for the three months ended March 31, 2010 and 2009, respectively. | ||
| (4) | Investments and Fair Value Measurements | |
| The Company’s population of recurring financial assets and liabilities subject to fair value measurements and the necessary disclosures consists of approximately $7,096 of cash investments in a money market fund as of March 31, 2010 and December 31, 2009, respectively. The fair value determination of the money market fund is a Level 1 asset under the fair value authoritative guidance. The money market fund is invested in Treasury Funds with quoted prices in active markets. | ||
| (5) | Subsequent Events | |
| On April 23, 2010, the Company entered into a stock purchase agreement with Glenn Halpryn, pursuant to which the Company sold to Mr. Halpryn 150,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for an aggregate purchase price of $15,000, or $0.10 per Share. The Shares are restricted securities and no registration rights have been granted. The issuance of the Shares is exempt from the registration requirements under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, because the transaction does not involve a public offering. |
6
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9
10
| 31.1 | Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31.2 | Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32.1 | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32.2 | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
11
|
CDSI HOLDINGS INC.
(Registrant) |
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| Date: May 17, 2010 | By: | /s/ J. Bryant Kirkland III | ||
| J. Bryant Kirkland III | ||||
|
Vice President, Treasurer
and Chief Financial Officer
(Duly Authorized Officer and Chief Accounting Officer) |
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12
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | 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
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| Owner | Position | Direct Shares | Indirect Shares |
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