UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended: September 30, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to ________________
Commission File Number: 0-24721
SOCIAL CUBE INC.
(Formerly Lexon Technologies, Inc.)
(Exact name of registrant as specified in charter)
Delaware | 87-0502701 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
5670 Wilshire Boulevard, Suite 760, Los Angeles, California | 90036 |
(Address of principal executive offices) | (Zip Code) |
Issuer's telephone number, including area code: (323) 933-3500
Securities registered pursuant to section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
None | N/A |
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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.
(1) Yes [ x ] No [ ]
(2) Yes [ x ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)
Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ x ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]
1
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of October 26, 2012, Social Cube had 9,992,535 shares of common stock, par value $0.001 outstanding.
2
SOCIAL CUBE INC.
QUARTERLY REPORT ON FORM 10-Q
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
TABLE OF CONTENTS
Part I – FINANCIAL INFORMATION
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| Page |
ITEM 1. | FINANCIAL STATEMENTS |
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| Consolidated Balance Sheets (unaudited) | 4 |
| Consolidated Statements of Comprehensive Loss (unaudited) | 6 |
| Consolidated Statements of Cash Flows (unaudited) | 7 |
| Notes to Consolidated Financial Statements (unaudited) | 9 |
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16 |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 |
ITEM 4. | CONTROLS AND PROCEDURES | 17 |
Part II – OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS | 17 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 17 |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES | 18 |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS | 18 |
ITEM 5. | OTHER INFORMATION | 18 |
ITEM 6. | EXHIBITS | 18 |
| EX-31.1 EX-31.2 EX-32 | 19 20 21 |
3
See Accompanying Notes to Consolidated Financial Statements (Unaudited). |
4
SOCIAL CUBE INC. | ||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
(Unaudited) | ||||
| Three Months Ended | Nine Months Ended | ||
| September 30, | September 30, | ||
| 2012 | 2011 | 2012 | 2011 |
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Net sales | $ 979,270 | $ 7,383 | $ 3,578,564 | $ 32,543 |
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Cost of goods sold | 1,061,899 | - | 3,406,162 | - |
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Gross profits | (82,629) | 7,383 | 172,402 | 32,543 |
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Selling, general and administrative expenses | 238,129 | 202,200 | 852,616 | 371,340 |
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Loss from operations | (320,758) | (194,817) | (680,214) | (338,797) |
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Other income (expenses): |
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Interest income | 43 | - | 193 | - |
Foreign currency transaction gain | 6,083 | - | 24,454 | - |
Other income | 1,624 | - | 1,712 | - |
Loss from settlement | - | - | (20,000) | - |
Loss on goodwill impairment | - | - | - | (940,733) |
Loss on website impairment | - | (229,194) | - | (229,194) |
Interest expense | (3,300) | - | (9,143) | - |
Foreign currency transaction loss | (27,196) | - | (43,033) | - |
Other expense | - | - | (9,503) | - |
Net other income (expense) | (22,746) | (229,194) | (55,320) | (1,169,927) |
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Loss before income tax provision | (343,504) | (424,011) | (735,534) | (1,508,724) |
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Provision for income taxes | - | - | 1,600 | - |
Loss before noncontrolling interest | (343,504) | (424,011) | (737,134) | (1,508,724) |
Less : Noncontrolling interest | 34,180 | - | 14,127 | - |
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Net loss | (309,324) | (424,011) | (723,007) | (1,508,724) |
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Earnings per share of common stock - |
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Basic | $ (0.03) | $ (0.00) | $ (0.07) | $ (0.01) |
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Earnings per share of common stock - Diluted |
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| $ (0.03) | $ (0.00) | $ (0.07) | $ (0.01) |
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Weighted average shares of common stock outstanding |
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| 9,992,535 | 260,248,906 | 9,992,535 | 292,687,341 |
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Other comprehensive income | 42,526 | - | 24,325 | - |
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Comprehensive loss attributable to Social Cube, Inc. | $ (266,798) | $ (424,011) | $ (698,682) | $ (1,508,724) |
See Accompanying Notes to Consolidated Financial Statements (Unaudited). |
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5
SOCIAL CUBE INC. | ||
CONSOLIDATED STATEMENTS OF CASHFLOWS | ||
(Unaudited) | ||
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| Nine Months Ended | |
| September 30, | |
| 2012 | 2011 |
Cash flows from operating activities: |
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Net loss | $ (723,007) | $ (1,508,724) |
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Adjustments to reconcile net loss |
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to net cash provided by (used in) operating activities: |
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Noncontrolling interest | 14,127 | - |
Depreciation and amortization | 716,415 | 146,750 |
Loss on goodwill impairment | - | 940,733 |
Loss on website impairment | - | 229,194 |
Loss from settlement | - | - |
Noncash professional services | - | 100,000 |
Changes in assets and liabilities: |
|
|
Accounts receivable | (340,539) | 276,764 |
Inventories | - | 573,137 |
Security deposit | (21,034) | 20,748 |
Goodwill | - | 2,273,555 |
Prepaid expenses | (48,667) | - |
Other current assets | 133,415 | - |
Accounts payable | 168,513 | (518,093) |
Accrued expenses | (5,432) | (240,294) |
Bank overdraft | - | (107) |
Deferred rent | - | (42,900) |
Other current liabilities | (100,975) | - |
Total adjustments | 515,823 | 3,759,487 |
Net cash provided by (used in) operating activities | (207,184) | 2,250,763 |
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Cash flows from investing activities: |
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Property and equipment | (52,973) | 60,310 |
Intangible assets | (116,156) | - |
Note receivable | - | 18,000 |
Due from related parties | - | 138,000 |
Net cash provided by (used in) investing activities | (169,129) | 216,310 |
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Cash flows from financing activities: |
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Proceeds from (payments on) notes payable | (72,091) | (546,981) |
Payments on capital lease obligations | - | (30,310) |
Cancellation of common stock | - | (1,900,000) |
Foreign currency translation adjustment | 24,325 | - |
Stock subscription receivable | 300,000 | - |
Net cash provided by (used in) financing activities | 252,234 | (2,477,291) |
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Net increase (decrease) in cash | (124,079) | (10,218) |
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Cash and cash equivalents, at the beginning of period | 418,891 | 10,218 |
Cash and cash equivalents, at the end of period | $ 294,812 | $ - |
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See Accompanying Notes to Consolidated Financial Statements (Unaudited). |
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6
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011
Note 1 - Nature of Business
Business Overview
Current Business
After Liveplex Co., Ltd. obtained a 60% controlling interest of the Company, Social Cube has refocused itself as a holding company of social gaming, mobile gaming and social networking companies. Social Cube’s strategy is to grow both organically and by acquisition, and to leverage its existing network of social gaming and networking assets together with other social networking companies and their related technologies.
Our majority shareholder is Liveplex Co., Ltd., an on-line game developer and publisher in Korea, which is publicly listed on the Korea Securities Dealers Automated Quotations (KOSDAQ:050120), a trading board of the Korea Exchange (KRX). Liveplex Co., Ltd. is a leading developer and service provider of massively multiplayer online role-playing games.
We conduct our business through two operating segments as follows:
Social Cube Networks Co., Ltd.
We have a 73% ownership interest in Social Cube Networks Co., Ltd. (formerly AsiaNet Co., Ltd.), a privately held company incorporated in the Republic of Korea, which publishes the following game titles, primarily in the Philippines: Dragona, Genghis Khan, Weapons of War, Cross Fire, Special Force, Twelve Sky 2 and iDate.
Social Cube Media.com, Inc.
We have a 100% ownership interest in Social Cube Media.com, Inc.(formerly Gameclub.com, Inc.), a privately held company incorporated in the state of California, which publishes online games in the United States.
While our chief decision makers monitor the revenue streams of our various products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, we consider our operations to be aggregated in one reportable operating segment.
New Business
We commenced development of a GPS location based social platform for smartphones and other mobile devices, which we expect to have launched in the fourth quarter 2012. While similar in functionality to foursquare, this social platform will provide more unique location-based online services and proprietary features. We believe that a successful product launch in a market undergoing proliferation of mobile devices and a broad acceptance of social platforms will provide a catalyst for new revenues and user growth beginning in fiscal year 2013.
In addition, the Company may generate revenues through the distribution in the United States of certain mobile games that are developed in Korea beginning in 2013.
7
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
Corporate History
Lexon Technologies, Inc. ("the Company", "Lexon" or “Social Cube”) was incorporated in April 1989 under the laws of state of Delaware, and owned 90.16% of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone Co., Ltd ("Techone")) which had developed and manufactured Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries.
Initially registered as California Cola Distributing Company, Inc., the Company changed its name four times; first to Rexford, Inc. in October 1992, second to Lexon Technologies, Inc. in July 1999, third to Social Planet Inc. in January 2012 and to the current name Social Cube Inc. in February 2012. From July 1999 through October 2009, the Company performed three reverse acquisitions and recapitalizations, which resulted in the change of the control of the Company each time.
On January 1, 2011, all assets and all of the liabilities of the Paragon Toner Division of Lexon were exchanged for existing Lexon shares, specifically 133,300,000 shares held by James Park and 66,700,000 shares held by Young Won. The Internet properties namely 7inkjet.com, nanoninket.com and Yourcartidges.com remained with Lexon, and became the main operation of the Company.
The Company’s Board of Directors and a majority of shareholders on June 6, 2011 approved a reverse share split of the Company’s common stock at a ratio of 641:1 from 315,789,721 shares to 492,535 issued and outstanding shares.
On October 3, 2011, Lexon entered into four subscription agreements: (1) Senderbell Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (2) Treasure Chest Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (3) Blueberry Enterprises Limited subscribed to 900,000 common unregistered shares for $77,143; and (4) Hockworth Holdings Limited subscribed to 800,000 common unregistered shares for $68,571.
On October 26, 2011, a shareholder resolution was executed to nominate and accept Byung Jin Kim, Eugene Lee and KyuSeok Lee as Directors (effective as of November 26, 2011) and to change the corporate name from Lexon to Social Planet Inc.
On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co., Ltd. at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding common stock.
On November 25, 2011, James Park, Young Won, Bong S. Park and Hyung Soon Lee resigned as the Directors and Officers of the Company.
Pursuant to a share subscription agreement dated November 30, 2011, the Company subscribed to 335,574 shares of Social Cube Networks Co., Ltd. (formerly Asianet Co., Ltd.), a company incorporated in the Republic of Korea, for a consideration of $1,500,000. As a result of this subscription, the Company owns 73% of Social Cube Networks Co., Ltd.
On December 30, 2011, a majority of the Company’s directors appointed Byung Jin Kim as Chief Executive Officer and Jonathan Lee as Chief Financial Officer of the Company effective as of January 1, 2012.
8
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
On January 31, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Lexon to Social Planet Inc.
On February 6, 2012, a majority of the Company’s directors and a majority of the Company’s shareholders approved changing the name of the Company from Social Planet Inc. to Social Cube Inc.
On February 16, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Social Planet Inc. to Social Cube Inc.
On March 22, 2012, a majority of all outstanding shares voted in favor of reducing the authorized shares of common stock of the Company from 2,000,000,000 shares to 30,000,000 shares.
The Financial Industry Regulatory Authority, Inc. (FINRA) approved the Company’s corporate name change to Social Cube Inc., effective as of March 28, 2012, and its ticker symbol change to “SOCC”, effective as of April 2, 2012.
Note 2 - Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are primarily used for depreciation of property and equipment, amortization of intangible assets, allowances for doubtful accounts and inventory valuation. Actual results could differ from those estimates.
9
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
Revenue Recognition
The Company recognizes revenues from product sales when earned. Specifically, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured. Revenue is not recognized until title and risk of loss have transferred to the customer. The shipping terms for the majority of the Company’s revenue arrangements are FOB (free on board) destination. Revenue is recorded net of customer returns, allowances and discounts that occur under arrangements established with customers.
Online game revenue
We derive, and expect to continue to generate, most of our revenues from online game subscription revenue generated in the countries where our games are offered by us. We recognize revenue in accordance with Accounting Standard Codification (ASC) 605, Revenue Recognition and other related pronouncements. Online game revenue is deferred until prepaid subscription cards are consumed by users.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be categorized as cash and cash equivalents.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is computed based upon the management’s estimate of uncollectible accounts and historical experience. The Company performs ongoing credit evaluations of its customers to estimate potential credit losses. Amounts are written off against the allowance in the period the Company determines that the receivable is uncollectible.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Appropriate consideration is given to obsolescence, slow moving items and other factors in evaluating net realizable value.
Property and Equipment
Property and equipment are stated at cost. The straight-line method is used to calculate depreciation over their estimated useful lives ranging as follows:
Automobile |
| 3 to 5 years |
Furniture & fixture |
| 4 to 7 years |
Leasehold improvement |
| 5 years |
Machinery and equipment |
| 4 to 5 years |
Leasehold improvements are depreciated to expense over the shorter of the life of the improvement or the remaining lease term. Capital expenditures that enhance the value or materially extend the useful life of the related assets are reflected as additions to property and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. Upon a sale or disposition of assets, a gain or a loss is included in the statement of operations.
10
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (Continued)
Impairment of Long-lived Assets
The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in accounting guidance now codified as FASB ASC Topic 360, “Property, Plant and Equipment.” The Company also reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. In management’s opinion, no
such impairment existed as of September 30, 2012 and December 31, 2011
Goodwill - The Company accounts for intangible assets in accordance with the ASC 350, Intangibles - Goodwill and Other. ASC 350 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, ASC 350 requires that recognized intangible assets be amortized over their respective estimated lives and reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment. Any recognized intangible assets determined to have an indefinite useful lives will not be amortized, but instead tested for impairment until its life is determined to no longer be indefinite. ASC 350 requires that the values of intangible assets be tested for impairment on at least an annual basis, by comparing the fair value of the assets to their carrying amounts. As a result of the impairment testing, the Company determined that goodwill was significantly impaired due to sales of Paragon Toner division. In management’s opinion, no goodwill existed as of September 30, 2012 and December 31, 2011
Accrued Expenses
The Company’s accrued expenses consist of amounts payable for professional fee, corporate income tax and interest.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated based on a “more likely than not” standard, and to the extent this threshold is not met, a valuation allowance is recorded. See Note 8 Income Taxes for more information about the Company’s income taxes.
11
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
Recent Accounting Pronouncements
In June 2011, the FASB issued new guidance regarding the presentation of comprehensive income. This guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholder’s equity and requires that all changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective retrospectively for fiscal years, and interim periods within those fiscal year, beginning after December 15, 2011.
In September 2011, the FASB issued new guidance addressing the valuation process for goodwill. This guidance provides the ability to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this guidance, an entity will no longer be required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.
Note 3 – Accounts receivable
The following table provides the components of accounts receivable as of September 30, 2012 and December 31, 2011:
| September 30, |
| December 31, |
| 2012 |
| 2011 |
|
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|
Receivable from game sales | $ 757,450 |
| $ 414,988 |
Other receivable | 199 |
| 2,122 |
| 757,649 |
| 417,110 |
Less: Allowance for bad debt expense | - |
| - |
Accounts receivable, net | $ 757,649 |
| $ 417,110 |
Note 4 – Prepaid expense
The Company’s prepaid expenses consist of amounts prepaid for license, equipment rental, server and webpage.
12
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
Note 5 - Property and Equipment
Property and equipment consist of the following as of September 30, 2012 and December 31, 2011:
| September 30, |
| December 31, |
| 2012 |
| 2011 |
|
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|
Automobile | $ 148,341 |
| $ 145,121 |
Furniture and fixture | 14,270 |
| - |
Leasehold improvement | 1,100 |
| - |
Machinery and equipment | 1,351,942 |
| 1,317,559 |
| 1,515,653 |
| 1,462,680 |
Less: Accumulated depreciation | (682,661) |
| (189,761) |
Net property and equipment | $ 832,992 |
| $ 1,272,919 |
Depreciation expense amounted to $492,900 and $0 for the nine months ended September 30, 2012 and 2011, respectively.
Note 6 - Intangibles
Intangibles consist of the following as of September 30, 2012 and December 31, 2011:
| September 30, |
| December 31, |
| 2012 |
| 2011 |
|
|
|
|
Software | $ 44,480 |
| $ 54,910 |
License | 958,248 |
| 831,662 |
Flash Game | 1,597 |
| 1,597 |
| 1,004,325 |
| 888,169 |
Less: Accumulated amortization | (280,242) |
| (56,727) |
Net intangibles | $ 724,083 |
| $ 831,442 |
13
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (Continued)
The Company amortizes its software, license, and flash game over the estimated useful life of four years. Amortizable intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. As a result of the impairment testing, the Company determined that intangibles were not impaired as of September 30, 2012 and December 31, 2011.
Note 7 – Loan Payable
As of September 30, 2012 and December 31, 2011 , the Company has loan payable as follows:
|
| September 30, |
| December 31, |
|
| 2012 |
| 2011 |
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Auto loan payable to a bank, due in monthly installments of $1,346 including interest at 4.39% as of September 30, 2012 and December 31, 2011. The final payment for the loan is scheduled on June 27, 2016. |
| $ 58,013 |
| $ 180,104 |
|
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Loan payable to Playon Interactive, Inc. due on September 12, 2013. Interest rate is 11.00% as of September 30, 2012. |
| 50,000 |
| - |
|
|
|
|
|
Less: Current portion |
| (65,063) |
| (126,650) |
|
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Loan payable, net of current |
| $ 42,950 |
| $ 53,454 |
14
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2012 AND 2011 (Continued)
Note 8 - Commitments and Contingencies
Legal Proceedings
The following two legal claims, which were instigated by the plaintiffs against the Company during the 2008 calendar year, have been fully settled.
On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On November 9, 2010, judgment was entered against Lexon Technologies for the amount of $206,547.95. On approximately November 23, 2011, this case was settled for $205,000. This settlement effectively concludes this legal proceeding.
On September 5, 2008, Vivien and David Bollenberg, a current shareholder (the “Bollenbergs”), filed a claim against Lexon and other third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other financial agents and institutions involved in the alleged fraudulent transaction. The filed complaint alleges that Ben Hwang together with his representatives, including his accountant, escrow agent and real estate agent/broker, made certain representations to and solicited the Bollenbergs to make an investment in several companies and ventures including Lexon with the intent to misappropriate the solicited funds for personal use. The Bollenbergs allege that they invested a total of $1,500,000 among and between the various companies and ventures recommended by Ben Hwang, of which investment amount approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea and later converted into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). On April 1, 2011, after a trial was concluded, judgment was entered in favor of the Lexon Technologies whereby Lexon was not found liable for any causes of action brought by the Bollenbergs. The Bollenbergs were served with a filed stamped copy of the judgment on June 2, 2011. Thereafter, the Bollenbergs filed an appeal on December 2, 2011 and insisted that they were not served with the judgment on June 2, 2011 and filed the instant Motion to Vacate the Dismissal (or the Petition for Rehearing). This appeal by the Bollenbergs was denied by the California Court of Appeals (4th District) in February 2012, officially concluding this legal proceeding.
15
SOCIAL CUBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (Continued)
Note 9 - Income Taxes
Significant components of deferred tax assets are as follows:
| September 30, |
| December 31, |
| |||
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
| ||
Loss carry forwards |
| $ | 2,571,321 |
| $ | 2,281,612 |
|
Other |
| 229,720 |
| 229,720 |
| ||
Total deferred tax asset |
| 2,801,041 |
| 2,511,332 |
| ||
|
|
|
|
|
| ||
Valuation allowance |
| (2,801,041 | ) | (2,511,332 | ) | ||
Total deferred tax asset, net |
| $ | - |
| $ | - |
|
As of September 30, 2012, the Company had approximately $3,600,000 of net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes expiring in 2020 through 2030. In addition, the Company has California state NOL carryforwards of approximately $2,250,000 expiring in 2013 through 2020.
The ability to realize the tax benefits associated with deferred tax assets, which includes benefits related to NOL’s, is principally dependent upon the Company’s ability to generate future taxable income from operations. The Company has provided a full valuation allowance for its net deferred tax assets due to the Company’s net operating losses. The valuation allowance has increased by $289,709 during the three months ended September 30, 2012.
Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change.
Note 10 - Subsequent Events
Management has evaluated subsequent events through the date of issuance of the financial data included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the Consolidated Financial Statements (Unaudited) as of September 30, 2012.
16
|
|
|
|
|
|
| ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |||||||
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.
Cautionary Statement Regarding Forward-looking Statements
This report may contain “forward-looking” statements. Examples of forward-looking statements include, but are not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of plans and objectives of our management or Board of Directors; (c) statements of future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words “anticipate,” “expect,” “may,” “project,” “intend” or similar expressions.
Results of Operation for the Three Months Ended September 30, 2012 as Compared to the Three Months Ended September 30, 2011
Revenues.
Revenues increased by $971,887 to $979,270 for the three months ended September 30, 2012 as compared to $7,383 for the three months ended September 30, 2011. This increase was primarily attributed to the addition of online game revenues generated by Social Cube Networks Co., Ltd.
Cost of Goods Sold.
Cost of Goods Sold increased by $1,061,899 to $1,061,899 for the three months ended September 30, 2012 as compared to $0 for the three months ended September 30, 2011. This increase was primarily attributed to the addition of the online game business.
Selling, General and Administrative Expenses.
Selling, General and Administrative Expenses (“SG&A”) increased by $35,929 to $238,129 for the three months ended September 30, 2012 as compared to $202,200 for the three months ended September 30, 2011. This increase of $35,929 in SG&A was attributed to the addition of the online game business.
Other Income and Expenses.
Other expenses for the three months ended September 30, 2012 was $22,746 as compared to expenses of $229,194 for the three months ended September 30, 2011. For the three months September 30, 2012, interest expense was $3,300, interest income was $43, foreign currency transaction gain was $6,083 and foreign currency transaction loss was 27,196.
Net loss.
As a result, we recorded a net loss of $309,324 for the three months ended September 30, 2012 compared with a net loss of $424,011 for the three months ended September 30, 2011.
Result of Operations for the Nine Months Ended September 30, 2012 as Compared to the Nine Months Ended September 30, 2011
Liquidity and Capital Resources.
At September 30, 2012, we had current assets of $1,286,559 and current liabilities of $983,842 compared with current assets of $1,154,847 and current liabilities of $910,936 as of December 31, 2011.
Current liabilities at September 30, 2012 was $983,842, consisted of accounts payable of $892,082, current portion of loan payable of $65,063, accrued expenses of $14,800 and other payables of $11,897.
For the three months ended September 30, 2012, net cash used in operating activities totaled $207,184 compared to net cash provided by operating activities of $2,250,763 in the prior year period.
Net cash used in investing activities for the three months ended September 30, 2012 amounted to $169,129 compared to net cash provided by investment activities of $216,310 for the same previous year period.
Net cash provided by financing activities for the three months ended September 30 2012 was $252,234 compared to net cash used in financing activities of $2,477,291 for the three months ended March 31, 2011.
17
Net cash and cash equivalents at September 30, 2012 was $294,812.
Future New Business Development
We are considering development of a GPS location based social platform for smartphones and other mobile devices, which we may launch in early 2013. We believe that a successful product launch in a market undergoing proliferation of mobile devices and a broad acceptance of social platforms may provide a catalyst for new sources of future revenues and user growth.
In addition, the Company may generate revenues through the distribution in the United States of certain mobile games that are developed in Korea beginning in 2013.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 4. | CONTROLS AND PROCEDURES |
Our Chief Executive Officer, President, and Chief Financial Officer (the “Certifying Officer”) is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared. The Certifying Officer has evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believes that the Company’s disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
ITEM 4T. | CONTROLS AND PROCEDURES |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 1. | LEGAL PROCEEDINGS |
The following two legal claims, which were instigated by the plaintiffs against the Company during the 2008 calendar year, have been fully settled.
On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On November 9, 2010, judgment was entered against Lexon Technologies for the amount of $206,547.95. On approximately November 23, 2011, this case was settled for $205,000. This settlement effectively concludes this legal proceeding.
On September 5, 2008, Vivien and David Bollenberg, a current shareholder (the “Bollenbergs”), filed a claim against Lexon and other third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other financial agents and institutions involved in the alleged fraudulent transaction. The filed complaint alleges that Ben Hwang together with his representatives, including his accountant, escrow agent and real estate agent/broker, made certain representations to and solicited the Bollenbergs to make an investment in several companies and ventures including Lexon with the intent to misappropriate the solicited funds for personal use. The Bollenbergs allege that they invested a total of $1,500,000 among and between the various companies and ventures recommended by Ben Hwang, of which investment amount approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea and later converted into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). On April 1, 2011, after a trial was concluded, judgment was entered in favor of the Lexon Technologies whereby Lexon was not found liable for any causes of action brought by the Bollenbergs. The Bollenbergs were served with a filed stamped copy of the judgment on June 2, 2011. Thereafter, the Bollenbergs filed an appeal on December 2, 2011 and insisted that they were not served with the judgment on June 2, 2011 and filed the instant Motion to Vacate the Dismissal (or the Petition for Rehearing). This appeal by the Bollenbergs was denied by the California Court of Appeals (4th District) in February 2012, officially concluding this legal proceeding.
18
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None ITEM 3. | DEFAULT UPON SENIOR SECURITIES |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** 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.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
________________________
*Filed herewith.
**Furnished herewith.
19
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, thereunto duly authorized.
| SOCIAL CUBE INC. | |
|
|
|
Date: November 14, 2012 | By: | /s/ Byung Jin Kim |
|
| Byung Jin Kim |
|
| President, Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates stated.
20
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER |
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, |
RULES 13a-14 AND 15d-14 |
AS ADOPTED PURSUANT TO |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Byung Jin Kim, certify that:
1. I have reviewed this Report;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
/s/ Byung Jin Kim
Byung Jin Kim
Chief Executive Officer
Date: November 14, 2012
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIALOFFICER |
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, |
RULES 13a-14 AND 15d-14 |
AS ADOPTED PURSUANT TO |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Jonathan Lee, certify that:
1. I have reviewed this Report;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
/s/ Jonathan Lee
Jonathan Lee
Chief Financial Officer
Date: November 14, 2012
Exhibit 32
CERTIFICATION PURSUANT TO |
18 U.S.C. SECTION 1350, |
AS ADOPTED PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
In connection with the Quarterly Report of Lexon Technologies, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Byung Jin Kim, Chief Executive Officer and I, Jonathan Lee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Byung Jin Kim
Byung Jin Kim
Chief Executive Officer
Date: November 14, 2012
/s/ Jonathan Lee
Jonathan Lee
Chief Financial Officer
Date: November 14, 2012
|
Note 5 - Property and Equipment: Note 5 - Property and Equipment: Property, Plant and Equipment (Details) (USD $)
|
Sep. 30, 2012
|
Dec. 31, 2011
|
|---|---|---|
| Property, Plant and Equipment, Gross | $ 1,515,653 | $ 1,462,680 |
| Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (682,661) | (189,761) |
| Property, Plant and Equipment, Net | $ 832,992 | $ 1,272,919 |
|
Note 3 - Accounts Receivable: Note 3 - Accounts Receivable: Schedule of Accounts, Notes, Loans and Financing Receivable (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Sep. 30, 2012
|
|||||||||||||||||||||||||||||||||
| Tables/Schedules | |||||||||||||||||||||||||||||||||
| Schedule of Accounts, Notes, Loans and Financing Receivable |
|
|
Note 3 - Accounts Receivable: Note 3 - Accounts Receivable (Policies)
|
9 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Sep. 30, 2012
|
|||||||||||||||||||||||||||||||||
| Policies | |||||||||||||||||||||||||||||||||
| Note 3 - Accounts Receivable | Note 3 – Accounts receivable
The following table provides the components of accounts receivable as of September 30, 2012 and December 31, 2011:
|
|
Note 9 - Income Taxes: Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)
|
Sep. 30, 2012
|
Dec. 31, 2011
|
|---|---|---|
| Operating Loss Carryforwards | $ 2,571,321 | $ 2,281,612 |
| Deferred Tax Assets, Other Loss Carryforwards | 229,720 | 229,720 |
| Deferred Tax Assets, Gross | 2,801,041 | 2,511,332 |
| Operating Loss Carryforwards, Valuation Allowance | $ (2,801,041) | $ (2,511,332) |
|
Note 9 - Income Taxes: Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Sep. 30, 2012
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| Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Tax Assets and Liabilities |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Note 5 - Property and Equipment
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Sep. 30, 2012
|
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| Notes | |||||||||||||||||||||||||||||||||||||||||
| Note 5 - Property and Equipment | Note 5 - Property and Equipment
Property and equipment consist of the following as of September 30, 2012 and December 31, 2011:
Depreciation expense amounted to $492,900 and $0 for the nine months ended September 30, 2012 and 2011, respectively. |