x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
Delaware
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13-4122844
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
(Do not check if a smaller reporting company)
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Page
Number
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PART I.
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FINANCIAL INFORMATION
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||
3 | |||
8 | |||
16 | |||
16 | |||
16 | |||
16 | |||
17 | |||
19 | |||
19 | |||
22 | |||
23 | |||
24 | |||
24 | |||
25 | |||
PART III.
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|||
25 | |||
Item 11.
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Executive Compensation
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||
36 | |||
37 | |||
40 | |||
PART IV.
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|||
41 | |||
45 |
(1)
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Mary Meekers internet trends 2013
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(2)
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Advertising Age Mobile Fact Pack 2013
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(3)
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Twitter S-1 filing October 2013
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●
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Digital Video and Audio Streaming and Advertising- covering OTT streaming services (eg Netflix, iTunes, Amazon ) and protocols ( eg HLS, MPEG DASH) as well as the notion of dynamic advertising insertion into these streams and the billing and tracking of ad-revenues thereof. We believe this category offers the greatest near-term monetization potential.
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●
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Sending Information to and Between Mobile Devices- this covers the notion of over-the-air provisioning of smartphones and mobile devices such that the customer when transitioning over to new phones or modifying existing phones can highly customize their phones, from carrier plan to interface to smartphone design features to content and form of delivery. While still an emerging market, the New Google I Motorola X launch provides a taste of how such customer-driven customizations on phone design and features, software interface/OS, payment/carrier plan, and pre-loaded content will become an important differentia tor in future. We believe this category offers tremendous future monetization potential.
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●
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Accessing information on a Mobile Device- these patents cover features which offer users improved effectiveness in accessing information on a mobile device, whether content or services or advertising solutions. This includes everything from abbreviated dial codes for rapid access to services to providing ads and coupons to these links through to more efficient user interface features. This category of patents is core to our business and will be primarily used for defensive purposes and growth. Our recent patent litigation with Zoove Corporation was for patents in this category.
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●
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the carrier’s preference for our competitors’ products and services rather than ours;
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●
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the carrier’s decision to discontinue the sale of some or all of our products and services;
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●
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the carrier’s decision to offer similar products and services to its subscribers without charge or at reduced prices;
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●
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the carrier’s decision to restrict or alter subscription or other terms for downloading our products and services;
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●
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a failure of the carrier’s merchandising, provisioning or billing systems;
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●
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the carrier’s decision to offer its own competing products and services;
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●
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the carrier’s decision to transition to different platforms and revenue models; and consolidation among carriers.
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●
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pursuing growth opportunities, including more rapid expansion;
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●
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protecting our intellectual property from infringement;
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●
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acquiring complementary businesses;
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●
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making capital improvements to improve our infrastructure;
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●
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hiring and/or incentivizing qualified management and key employees;
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●
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developing new services, programming or products;
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●
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responding to competitive pressures; and
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●
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maintaining compliance with applicable laws.
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●
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meet our capital needs;
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●
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implement, improve and expand our operational, financial, management information, risk management and other systems effectively or efficiently or in a timely manner;
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●
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allocate our human resources optimally;
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●
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identify, hire, train, motivate and retain qualified managers and employees;
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●
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develop the management skills of our managers and supervisors; or
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●
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evolve a corporate culture that is conducive to success.
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●
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actual or anticipated monetizations of our patents;
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●
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actual or anticipated variations in our operating results (including whether we have achieved our key business targets and/or earnings estimates) and prospects;
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●
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announcements of technological innovations by us or our competitors;
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●
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announcements by us or our competitors of significant acquisitions, business wins, strategic partnerships, joint ventures or capital commitments;
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●
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additions or departures of key personnel;
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●
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introduction of new services by us or our competitors;
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●
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sales of our common stock or other securities in the open market (particularly if overall trading volume is not high);
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●
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general market conditions and broader political and economic conditions; and
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●
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other events or factors, many of which are beyond our control.
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●
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the inability of stockholders to call special meetings of stockholders;
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●
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the ability of our board of directors to amend our bylaws without stockholder approval; and
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●
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the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without stockholder approval upon the terms and conditions and with the rights, privileges and preferences as our board of directors may determine.
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Quarter Ended
|
High
|
Low
|
||||||
September 30, 2013
|
0.65
|
0.52
|
||||||
June 30, 2013
|
0.76
|
0.61
|
||||||
March 31, 2013
|
0.95
|
0.60
|
||||||
December 31, 2012
|
0.65
|
0.25
|
||||||
September 30, 2012
|
0.34
|
0.17
|
||||||
June 30, 2012
|
0.31
|
0.19
|
||||||
March 31, 2012
|
0.37
|
0.23
|
||||||
December 31, 2011
|
0.33
|
0.20
|
||||||
September 30, 2011
|
0.56
|
0.26
|
||||||
June 30, 2011
|
0.75
|
0.45
|
||||||
March 31, 2011
|
0.83
|
0.49
|
||||||
December 31, 2010
|
1.05
|
0.73
|
Number of
securities
to be issued
upon exercise of
outstanding options,
warrants and rights (a)
|
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights (b)
|
Number of
securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (c)
|
||||||||
Equity compensation plans
approved by security holders
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6,217,000
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$
|
0.54
|
2,146,797
|
||||||
Equity compensation plans
not approved by security holders
|
22,221,952
|
$
|
0.52
|
2,521,912
|
||||||
Total
|
28,438,952
|
$
|
0.52
|
4,668,709
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BALANCE SHEETS
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 1,146,995 | $ | 2,157,707 | ||||
Accounts receivable
|
1,347,827 | 1,085,840 | ||||||
Prepaid consulting
|
1,081,553 | - | ||||||
Other prepaid expenses
|
150,183 | 129,290 | ||||||
Total current assets
|
3,726,558 | 3,372,837 | ||||||
Property and equipment, net
|
238,815 | 228,499 | ||||||
Other assets
|
||||||||
Prepaid consulting - long-term portion
|
81,547 | - | ||||||
Capitalized software development costs, net
|
343,575 | 383,227 | ||||||
Intangible assets:
|
||||||||
Patents
|
467,837 | 602,056 | ||||||
Patent applications cost
|
768,646 | 667,858 | ||||||
Software license
|
831,000 | 76,000 | ||||||
Deposit - related party
|
- | 155,000 | ||||||
Other assets including security deposits
|
65,228 | 84,278 | ||||||
Total other assets
|
2,557,833 | 1,968,419 | ||||||
Total assets
|
$ | 6,523,206 | $ | 5,569,755 |
SINGLE TOUCH SYSTEMS INC.
|
CONSOLIDATED BALANCE SHEETS
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 1,352,203 | $ | 768,263 | ||||
Accrued expenses
|
209,323 | 200,591 | ||||||
Accrued compensation - related party
|
72,736 | 72,730 | ||||||
Current obligation under capital lease
|
16,331 | - | ||||||
Current obligation on patent acquisitions
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- | 87,500 | ||||||
Convertible debenture - related party
|
585,708 | |||||||
Convertible debentures - unrelated parties
|
2,692,570 | 294,241 | ||||||
Total current liabilities
|
4,928,871 | 1,423,325 | ||||||
Long-term liabilities
|
||||||||
Deferred revenue
|
- | 25,000 | ||||||
Obligation under capital lease
|
29,378 | - | ||||||
Convertible debenture - related party
|
- | 527,512 | ||||||
Convertible debentures - unrelated parties
|
440,593 | 2,685,280 | ||||||
Total long-term liabilities
|
469,971 | 3,237,792 | ||||||
Total liabilities
|
5,398,842 | 4,661,117 | ||||||
Stockholders' Equity
|
||||||||
Preferred stock, $.0001 par value, 5,000,000 shares authorized;
|
||||||||
none outstanding
|
- | - | ||||||
Common stock, $.001 par value; 300,000,000 shares authorized,
|
||||||||
137,220,331 shares issued and outstanding as of September 30, 2013
|
||||||||
and 132,472,392 shares issued and outstanding as of September 30, 2012
|
137,220 | 132,472 | ||||||
Additional paid-in capital
|
130,886,161 | 125,425,617 | ||||||
Accumulated deficit
|
(129,899,017 | ) | (124,649,451 | ) | ||||
Total stockholders' equity
|
1,124,364 | 908,638 | ||||||
Total liabilities and stockholders' equity
|
$ | 6,523,206 | $ | 5,569,755 |
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Years Ended
|
||||||||
September 30,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
||||||||
Wireless applications
|
$ | 7,784,604 | $ | 6,346,919 | ||||
Operating Expenses
|
||||||||
Royalties and application costs
|
3,328,232 | 2,907,110 | ||||||
Research and development
|
65,975 | 84,658 | ||||||
Compensation expense (including stock based compensation of $1,290,576 in 2013 and $365,422 in 2012)
|
3,808,258 | 3,044,430 | ||||||
Depreciation and amortization
|
662,721 | 690,293 | ||||||
General and administrative (including stock based compensation of $952,030 in 2013 and $137,169 in 2012)
|
3,898,121 | 2,387,494 | ||||||
11,763,307 | 9,113,985 | |||||||
Loss from operations
|
(3,978,703 | ) | (2,767,066 | ) | ||||
Other Income (Expenses)
|
||||||||
Interest income
|
81 | - | ||||||
Interest expense
|
(1,270,944 | ) | (488,120 | ) | ||||
Net (loss) before income taxes
|
(5,249,566 | ) | (3,255,186 | ) | ||||
Provision for income taxes
|
- | - | ||||||
Net loss
|
$ | (5,249,566 | ) | $ | (3,255,186 | ) | ||
Basic and diluted loss per share
|
$ | (0.04 | ) | $ | (0.02 | ) | ||
Weighted average shares outstanding
|
133,878,896 | 131,192,693 |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
|
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND SEPTEMBER 30, 2012
|
Additional
|
||||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance - September 30, 2011
|
130,182,392 | $ | 130,182 | $ | 123,446,398 | $ | (121,394,265 | ) | $ | 2,182,315 | ||||||||||
Shares issued on exercise of options
|
1,850,000 | 1,850 | 316,150 | - | 318,000 | |||||||||||||||
Shares issued in obtaining software license from Soapbox Mobil, Inc.
|
200,000 | 200 | 45,800 | - | 46,000 | |||||||||||||||
Shares issued for services
|
240,000 | 240 | 42,960 | - | 43,200 | |||||||||||||||
Recognition of discounts in connections with convertible debt offerings
|
- | - | 1,012,440 | - | 1,012,440 | |||||||||||||||
Compensation recognized on option and warrant grants
|
- | - | 448,991 | 448,991 | ||||||||||||||||
Compensation recognized on modification of prior warrant grant
|
- | - | 53,600 | - | 53,600 | |||||||||||||||
Loan fees recognized on warrants granted to placement agent in connection with convertible debt offerings
|
- | - | 138,874 | - | 138,874 | |||||||||||||||
Amortization of beneficial conversion feature on related party debt
|
- | - | (79,596 | ) | - | (79,596 | ) | |||||||||||||
Net loss for the year ended September 30, 2012
|
- | - | - | (3,255,186 | ) | (3,255,186 | ) | |||||||||||||
Balance - September 30, 2012
|
132,472,392 | $ | 132,472 | $ | 125,425,617 | $ | (124,649,451 | ) | $ | 908,638 | ||||||||||
Shares issued on exercise of stock options
|
1,454,839 | 1,455 | 446,932 | 448,387 | ||||||||||||||||
Shares issued on exercise of stock warrants
|
689,000 | 689 | 130,411 | 131,100 | ||||||||||||||||
Shares issued in debt conversions
|
2,104,000 | 2,104 | 1,049,896 | 1,052,000 | ||||||||||||||||
Shares issue for cash
|
500,000 | 500 | 244,500 | 245,000 | ||||||||||||||||
Recognition of discounts in connections with convertible debt offerings
|
163,849 | 163,849 | ||||||||||||||||||
Compensation recognized as contributed capital on Executive Chairman's stock option grant for consulting services
|
847,300 | 847,300 | ||||||||||||||||||
Compensation recognized on option and warrant grants
|
2,068,681 | 2,068,681 | ||||||||||||||||||
Compensation recognized on modification of prior period's stock option grants
|
489,726 | 489,726 | ||||||||||||||||||
Loan fees recognized on warrants granted to placement agent in connection with convertible debt offerings
|
27,445 | 27,445 | ||||||||||||||||||
Amortization of beneficial conversion feature on related party debt
|
(8,196 | ) | (8,196 | ) | ||||||||||||||||
Net loss for the year ended September 30, 2013
|
(5,249,566 | ) | (5,249,566 | ) | ||||||||||||||||
Balance - September 30, 2013
|
137,220,231 | $ | 137,220 | $ | 130,886,161 | $ | (129,899,017 | ) | $ | 1,124,364 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$ | (5,249,566 | ) | $ | (3,255,186 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation expense
|
89,168 | 107,909 | ||||||
Amortization expense - software development costs
|
439,334 | 446,876 | ||||||
Amortization expense - patents
|
134,219 | 135,508 | ||||||
Amortization expense - discount of convertible debt
|
825,708 | 311,005 | ||||||
Stock based compensation
|
2,242,606 | 502,591 | ||||||
Bad debts
|
- | 18,326 | ||||||
(Increase) decrease in assets:
|
||||||||
(Increase) in accounts receivable
|
(261,987 | ) | (196,890 | ) | ||||
(Increase) decrease in prepaid expenses
|
(20,894 | ) | 3,934 | |||||
Increase (decrease) in liabilities:
|
||||||||
Increase (decrease) in accounts payable
|
583,940 | (409,794 | ) | |||||
Increase in accrued expenses
|
8,738 | 60,679 | ||||||
(Decrease) increase in deferred revenue
|
(25,000 | ) | 25,000 | |||||
Increase in accrued interest
|
181,704 | 165,795 | ||||||
Net cash used in operating activities
|
(1,052,030 | ) | (2,084,247 | ) | ||||
Cash Flows from Investing Activities
|
||||||||
Redemption of certificate of deposits, pledged
|
19,050 | 19,050 | ||||||
Patents and patent applications costs
|
(100,789 | ) | (146,558 | ) | ||||
Purchase of property and equipment
|
(46,370 | ) | (33,195 | ) | ||||
Capitalized software development costs
|
(399,682 | ) | (434,915 | ) | ||||
Payment on settlement regarding Anywhere software license
|
(600,000 | ) | (30,000 | ) | ||||
Net cash used in investing activities
|
$ | (1,127,791 | ) | $ | (625,618 | ) |
SINGLE TOUCH SYSTEMS INC.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Proceeds from issuance of common stock
|
824,486 | 318,000 | ||||||
Proceeds from issuance of convertible debt - unrelated parties
|
688,000 | 3,812,000 | ||||||
Proceeds from issuance of convertible debt - related parties
|
- | 500,000 | ||||||
Principal reduction on obligation under capital lease
|
(7,402 | ) | - | |||||
Principal reduction on convertible debt
|
(200,000 | ) | - | |||||
Expenditures relating to private offerings
|
(48,475 | ) | (210,049 | ) | ||||
Principal reduction on obligation on patent purchases
|
(87,500 | ) | (76,180 | ) | ||||
Net cash provided by financing activities
|
1,169,109 | 4,343,771 | ||||||
Net (decrease) increase in cash
|
(1,010,712 | ) | 1,633,906 | |||||
Beginning balance - cash
|
2,157,707 | 523,801 | ||||||
Ending balance - cash
|
$ | 1,146,995 | $ | 2,157,707 | ||||
Supplemental Information:
|
||||||||
Interest expense paid
|
$ | 263,291 | $ | 11,321 | ||||
Income taxes paid
|
$ | - | $ | - |
1.
|
Organization, History and Business
|
2.
|
Summary of Significant Accounting Policies
|
Software development
|
2- 3 years
|
|
Equipment
|
5 years
|
|
Computer hardware
|
5 years
|
|
Office furniture
|
7 years
|
3.
|
Accounts Receivable
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Due from customers
|
$ | 1,350,705 | $ | 1,184,610 | ||||
Less allowance for bad debts
|
(2,878 | ) | (98,770 | ) | ||||
$ | 1,347,827 | $ | 1,085,840 |
4.
|
Property and Equipment
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Computer hardware
|
$ | 756,197 | $ | 709,826 | ||||
Equipment
|
46,731 | 46,731 | ||||||
Office furniture
|
127,669 | 127,669 | ||||||
Equipment held under capital Lease
|
53,112 | - | ||||||
983,709 | 884,226 | |||||||
Less accumulated depreciation
|
(744,894 | ) | (655,727 | ) | ||||
$ | 238,815 | $ | 228,499 |
5.
|
Prepaid Consulting
|
Year Ending September 30,
|
||||
2014
|
$ | 1,081,553 | ||
2015
|
81,547 | |||
$ | 1,163,100 |
6.
|
Capitalized Software Development Costs
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Beginning balance
|
$ | 383,227 | $ | 395,188 | ||||
Additions
|
399,682 | 434,915 | ||||||
Amortization
|
(439,334 | ) | (446,876 | ) | ||||
Charge offs
|
- | - | ||||||
Ending balance
|
$ | 343,575 | $ | 383,227 |
Year Ending September 30,
|
||||
2014
|
$ | 200,479 | ||
2015
|
143,096 | |||
$ | 343,575 |
7.
|
Intangible Assets
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Patent costs
|
939,535 | 939,535 | ||||||
Amortization
|
(471,698 | ) | (337,479 | ) | ||||
$ | 467,837 | $ | 602,056 |
Year Ending September 30,
|
||||
2014
|
$ | 134,219 | ||
2015
|
134,219 | |||
2016
|
130,787 | |||
2017
|
62,449 | |||
2018
|
6,163 | |||
$ | 467,837 |
8.
|
Capital Lease
|
Year Ending September 30,
|
||||
2014
|
$ | 17,098 | ||
2015
|
17,098 | |||
2016
|
12,823 | |||
Total minimum lease payments
|
$ | 47,019 | ||
Less amount representing interest
|
(1,310 | ) | ||
Present value of net minimum lease payments
|
$ | 45,709 |
9.
|
Income Taxes
|
September 30,
|
||||||||
2013
|
2012 | |||||||
U.S statutory rate
|
34 | % | 34 | % | ||||
Less valuation allowance
|
(34 | )% | (34 | )% | ||||
Effective tax rate
|
0 | % | 0 | % |
September 30,
|
||||||||
Deferred tax assets
|
2013
|
2012
|
||||||
Stock based compensation
|
$ | 1,507,017 | $ | 1,490,573 | ||||
Net operating losses
|
16,243,572 | 14,486,166 | ||||||
Property and equipment
|
2,681 | 2,681 | ||||||
Intangible assets
|
585,457 | 50,480 | ||||||
Amortization - intangible assets
|
- | 66,314 | ||||||
18,338,727 | 16,096,214 | |||||||
Deferred tax liability
|
||||||||
Depreciation expense
|
(20,710 | ) | (44,768 | ) | ||||
Amortization - intangible assets
|
(94,432 | ) | - | |||||
Net deferred tax assets
|
18,223,585 | 16,051,446 | ||||||
Less valuation allowance
|
(18,223,585 | ) | (16,051,446 | ) | ||||
Deferred tax asset - net valuation allowance
|
$ | - | $ | - |
10.
|
Obligation on Patent Acquisitions
|
11.
|
Convertible Debt
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Principal balance
|
$ | 3,758,000 | $ | 4,312,000 | ||||
Accrued interest
|
337,498 | 165,794 | ||||||
4,095,498 | 4,477,794 | |||||||
Less discounts
|
(376,627 | ) | (970,761 | ) | ||||
3,718,871 | 3,507,033 | |||||||
Less current portion
|
(3,278,278 | ) | (294,241 | ) | ||||
Long-term portion
|
$ | 440,593 | $ | 3,212,792 |
September 30,
|
||||
2014
|
$ | 440,593 |
12.
|
Related Party Transactions
|
13.
|
Fair Value
|
September 30, 2013:
|
||||||||||||||||
Fair Value Measurements
|
Total Fair | |||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Value
|
|||||||||||||
Liabilities
|
||||||||||||||||
Convertible debentures
|
$ | - | $ | 3,718,871 | - | $ | 3,718,871 | |||||||||
Obligation under capital lease
|
$ | - | $ | 45,709 | - | $ | 45,709 | |||||||||
September 30, 2012:
|
||||||||||||||||
|
Fair Value Measurements | Total Fair | ||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Value
|
|||||||||||||
Liabilities
|
||||||||||||||||
Obligation on patent acquisitions
|
$ | - | $ | 87,500 | - | $ | 87,500 | |||||||||
Convertible debentures
|
$ | 3,507,033 | - | $ | 3,507,033 |
14.
|
Stockholders’ Equity
|
Shares under
|
Shares under
|
|||||||
Original
|
Modified
|
|||||||
Grant
|
Grant
|
|||||||
Employees
|
5,809,334 | 4,914,934 | ||||||
Officers and directors
|
11,300,000 | 9,600,000 | ||||||
Consultant
|
25,000 | 20,000 | ||||||
17,134,334 | 14,534,934 |
|
Number
|
Weighted Average
|
||||||
of Shares
|
Exercise Price
|
|||||||
Outstanding – September 30, 2011
|
49,810,986 | $ | .82 | |||||
Granted
|
9,743,920 | $ | .23 | |||||
Exercised
|
(1,850,000 | ) | $ | (.17 | ) | |||
Cancelled
|
(2,378,311 | ) | $ | (.32 | ) | |||
Outstanding – September 30, 2012
|
55,326,595 | $ | .75 | |||||
Granted
|
25,520,414 | $ | .43 | |||||
Exercised
|
(3,235,048 | ) | $ | (.41 | ) | |||
Cancelled
|
(27,907,009 | ) | $ | (.93 | ) | |||
Outstanding – September 30, 2013
|
49,704,952 | $ | .48 |
15.
|
Commitments and Contingency
|
16.
|
Subsequent Events
|
Name
|
|
Age
|
|
Position
|
Anthony Macaluso
|
|
50
|
|
Executive Chairman and Director
|
James Orsini
|
|
50
|
|
Chief Executive Officer, President and Director
|
Kurt Streams
|
|
51
|
|
Chief Financial Officer
|
Stuart R. Levine
|
|
65
|
|
Director
|
Stephen D. Baksa
|
|
67
|
|
Director
|
Jonathan E. Sandelman
|
|
54
|
|
Director
|
James L. Nelson
|
|
63
|
|
Director
|
Peter D. Holden
|
|
47
|
|
Director
|
●
|
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
●
|
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
●
|
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
●
|
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
|
●
|
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
●
|
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Governance and
Nominating
Committee
|
||||||
Stuart R. Levine
|
X | X |
Chair
|
||||||
Jonathan E. Sandelman
|
X |
Chair
|
X | ||||||
Stephen Baksa*
|
Chair
|
X | |||||||
James Nelson
|
X |
*
|
Audit Committee Financial Expert.
|
●
|
all individuals who served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during the fiscal year ended September 30, 2013 and
|
●
|
all individuals who served as executive officers of ours at any time during the fiscal year ended September 30, 2013 and received annual compensation during the fiscal year ended September 30, 2012 in excess of $100,000.
|
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Total
($)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Macaluso
Executive Chairman
|
|
2013
2012
|
|
|
|
385,000
385,000
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
780,031
142,237
|
|
|
|
1,165,031
527,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Orsini
Chief Executive Officer
|
|
2013
2012
|
|
|
|
385,000
385,000
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
70,725
138,600
|
|
|
|
455,725
523,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Quinn
Chief Financial Officer (1)
|
|
2013
2012
|
|
|
|
225,000
225,000
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
25,530
17,375
|
|
|
|
250,530
242,385
|
|
Name
|
Number of securities
underlying unexercised
options exercisable
(#)
|
Number of securities
underlying unexercised
options unexercisable
(#)
|
Option exercise
price
($)
|
Option expiration
date
|
||||||
Anthony Macaluso
|
1,020,000 | - | 0.469 |
12/9/2013
|
||||||
|
750,000
1,500,000
637,500
-
|
-
-
637,500
1,275,000
|
0.65
0.65
0.469
0.469
|
6/1/2016
6/1/2016
6/1/2016
6/1/2016
|
||||||
|
2,099,400 | 0.469 |
12/1/2017
|
|||||||
|
|
|||||||||
James Orsini
|
1,500,000
637,500
|
-
637,500
|
0.63
0.469
|
5/16/2016
5/16/2016
|
||||||
|
- | 1,275,000 | 0.469 |
5/16/2016
|
||||||
|
|
|||||||||
John Quinn (1)
|
500,000
-
-
|
-
425,000
425,000
|
0.65
0.469
0.469
|
9/26/2016
9/26/2016
9/26/2016
|
Name
|
|
Fees earned or
paid in cash
($)
|
|
|
Stock
awards
($)
|
|
|
Option
awards
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
|||||
Anthony Macaluso (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
James Orsini(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Stuart R. Levine
|
|
|
28,750
|
|
|
|
0
|
|
|
|
95,200
|
|
|
|
0
|
|
|
|
123,950
|
|
Stephen D. Baksa
|
|
|
28,750
|
|
|
|
0
|
|
|
|
45,800
|
|
|
|
0
|
|
|
|
74,550
|
|
Jonathan D. Sandelman
|
|
|
16,750
|
|
|
|
0
|
|
|
|
69,515
|
|
|
|
0
|
|
|
|
86,265
|
|
Peter D. Holden
|
|
|
11,000
|
|
|
|
0
|
|
|
|
85,960
|
|
|
|
0
|
|
|
|
96,960
|
|
James N. Nelson
|
|
|
9,602
|
|
|
|
0
|
|
|
|
84,600
|
|
|
|
0
|
|
|
|
94,202
|
|
(1)
|
This table includes only his compensation which was expressly for service as a director. Mr. Macaluso received other compensation as an executive officer—see the Summary Compensation Table above.
|
(2)
|
This table includes only his compensation which was expressly for service as a director. Mr. Orsini received other compensation as an executive officer—see the Summary Compensation Table above.
|
|
|
Shares
|
|
|
Percentage
|
|
||
Anthony Macaluso (1)
|
|
|
42,481,021
|
|
|
|
26.3
|
%
|
James Orsini (2)
|
|
|
3,175,000
|
|
|
|
2.2
|
%
|
Kurt Streams (3)
|
|
|
25,000
|
|
|
|
0.1
|
%
|
Stuart R. Levine (4)
|
|
|
725,000
|
|
|
|
0.5
|
%
|
Stephen D. Baksa (5)
|
|
|
8,565,034
|
|
|
|
5.9
|
%
|
Jonathan E. Sandelman (6)
|
|
|
4,625,000
|
|
|
|
3.3
|
%
|
Peter D. Holden (7)
|
|
|
200,000
|
|
|
|
0.2
|
%
|
James L. Nelson (8)
|
|
|
200,000
|
|
|
|
0.2
|
%
|
Nicole Macaluso (1)(9)
|
|
|
23,247,219
|
|
|
|
16.2
|
%
|
Medical Provider Financial Corporation IV (10)
|
|
|
12,700,000
|
|
|
|
9.0
|
%
|
Mike Robert (11)
|
|
|
7,024,370
|
|
|
|
5.0
|
%
|
Peltz Capital Management LLC (12)
|
|
|
7,373,000
|
|
|
|
5.0
|
%
|
Officers and Directors as a Group ( 8 persons) (13)
|
|
|
59,996,055
|
|
|
|
35.6
|
%
|
(1)
|
Includes 5,624,400 shares underlying stock options, 1,250,000 shares underlying warrants and 12,700,000 shares which Mr. Macaluso has agreed to purchase as part of a settlement agreement requiring the purchase of common shares. Also includes 21,997,219 shares owned directly or as custodian by Nicole Macaluso, which Mr. Macaluso has the right to vote pursuant to a proxy. Mr. Macaluso holds 909,402 shares in his own name. Mr. Macaluso disclaims beneficial ownership of the shares owned by Nicole Macaluso. Does not include 1,275,000 shares underlying stock options not exercisable within 60 days.
|
(2)
|
Includes 2,775,000 shares underlying stock options. Does not include 1,275,000 shares underlying stock options not exercisable within 60 days.
|
(3)
|
Does not include 750,000 shares underlying stock options.
|
(4)
|
Includes 700,000 shares underlying stock options.
|
(5)
|
Includes shares held by him directly and in trust. Includes 700,000 shares underlying stock options, 1,000,000 shares underlying warrants and 1,100,000 shares convertible pursuant to a promissory note.
|
(6)
|
Includes 250,000 shares underlying stock options.
|
(7)
|
Includes 200,000 shares underlying stock options.
|
(8)
|
Includes 200,000 shares underlying stock options.
|
(9)
|
The address for Ms. Macaluso is P. O. Box 1318, Rancho Santa Fe, CA 92067. Includes 1,250,000 shares underlying warrants. Ms. Macaluso holds 21,747,219 shares in her name and 250,000 shares as custodian for children. Other than the shares listed in the table next to her name, Ms. Macaluso disclaims beneficial ownership of the shares beneficially owned by Anthony Macaluso.
|
(10)
|
The address for Medical Provider Financial Corporation IV is 2100 South State College Boulevard, Anaheim, CA 92806. Thomas Seaman is now acting as receiver.
|
(11)
|
The address for Mr. Robert is 4831 Mt. Longs Drive, San Diego, CA 92117.
|
(12)
|
The address for Peltz Capital Management LLC is 9601 Wilshire Boulevard, Beverly Hills, CA 90210. Includes 1,623,000 shares held directly, 5,750,000 options to purchase common stock from the Company pursuant to agreements entered into in 2012 and 2013.
|
(13)
|
Includes Messrs. Macaluso, Nelson, Orsini, Baksa, Levine, Sandelman, Holden and Quinn.
|
|
|
Shares under
|
|
|
Shares under
|
|
||
|
|
Original
|
|
|
Modified
|
|
||
|
|
Grant
|
|
|
Grant
|
|
||
Employees
|
|
|
5,809,334
|
|
|
|
4,914,934
|
|
Officers and directors
|
|
|
11,300,000
|
|
|
|
9,600,000
|
|
Outside legal counsel
|
|
|
25,000
|
|
|
|
20,000
|
|
|
|
|
17,134,334
|
|
|
|
14,534,934
|
|
●
|
our Executive Chairman transferred to us his rights to receive the consulting services called for under the option agreements;
|
●
|
PCM assigned to us its rights to purchase shares from our Executive Chairman under the option agreements;
|
●
|
we granted to PCM options to purchase from us the same number of shares at the same exercise prices and with the same option expiration dates as provided in the option agreements; and
|
●
|
we amended the registration rights agreement to require the filing of a post-effective amendment to the registration statement filed by the Company to register the shares underlying the options or a new registration statement for the resale of the shares PCM has the right to acquire.
|
Exhibit No.
|
Description
|
|
3.1
|
Certificate of Incorporation of Hosting Site Network, Inc. (currently known as Single Touch Systems Inc.) Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form SB-2, filed November 8, 2001.
|
|
3.2
|
Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (currently known as Single Touch Systems Inc.) Incorporated by reference to Exhibit 3.2 to Post-Effective Amendment No. 3 to the registrant’s Registration Statement on Form SB-2, filed April 11, 2002.
|
|
3.3
|
Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (currently known as Single Touch Systems Inc.) Incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K, filed July 31, 2008.
|
|
3.4
|
Amended and Restated Bylaws of Hosting Site Network, Inc. (currently known as Single Touch Systems Inc.) Incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 2 to the registrant’s Registration Statement on Form SB-2, filed February 8, 2002.
|
|
3.5
|
Amended and Restated Certificate of Incorporation of Single Touch Systems Inc. filed with the Secretary of State, State of Delaware September 25, 2013 (Incorporated by reference to Exhibit 3.5 to the registrant's Registration Statement on Form S-1 file on November 6, 2013).
|
|
10.1
|
Form of Single Touch Interactive, Inc. Warrant ($1.00 exercise price (post-adjustment), expires July 11, 2015). A total of 5,000,000 Warrants (post-adjustment) on this form were issued to two persons in 2005. Incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.2
|
Single Touch Interactive, Inc. Warrant, as amended and re-issued ($0.70 exercise price (post-adjustment), subject to Board resetting; expires July 11, 2015). 1,250,000 Warrants (post-adjustment) on this form were re-issued to Jordan Schur on June 12, 2007. Incorporated by reference to Exhibit 10.2.1 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.3
|
Services Agreement 20071210.103.C Between Single Touch Interactive, Inc. and AT&T Services, Inc. dated April 11, 2008. Incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K, filed January 14, 2010.
|
10.3.1
|
Amendment 20071210.103.A.001 to the Services Agreement 20071210.103.C Between Single Touch Interactive, Inc. and AT&T Services, Inc., dated March 20, 2009. Incorporated by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-K, filed January 14, 2010.
|
|
10.3.2
|
Amendment 20071210.103.A.002 to Services Agreement 20071210.103.C Between Single Touch Interactive, Inc. and AT&T Services, Inc., dated October 25, 2010. Incorporated by reference to Exhibit 10.6.2 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.4+
|
2008 Stock Option Plan for Single Touch Systems Inc. (formerly Hosting Site Network, Inc.) Incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K, filed July 31, 2008.
|
|
10.4.1+
|
Form of Notice of Stock Option Grant/Stock Option Agreement under 2008 Stock Option Plan. Incorporated by reference to Exhibit 10.7.1 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.5
|
Non-Exclusive Special Advisory Services Agreement between Peltz Capital Management, LLC and us, dated October 30, 2008. Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed November 5, 2008.
|
|
10.5.1
|
Form of Warrant issued by us in favor of Peltz Capital Management, LLC, dated October 30, 2008. Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed November 5, 2008. The form of Warrant is attached thereto as Exhibit A
|
|
10.5.2
|
Form of Registration Rights Agreement between Peltz Capital Management, LLC and us, dated October 30, 2008. Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed November 5, 2008. The form of Registration Rights Agreement is attached thereto as Exhibit B.
|
|
10.5.3
|
Settlement and Release Agreement, among Peltz Capital Management, LLC, Anthony Macaluso and Single Touch Systems, Inc., effective September 29, 2010. Incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K, filed December 29, 2010.
|
|
10.6+
|
2009 Employee and Consultant Stock Plan. Incorporated by reference to Exhibit 4 to the registrant’s Registration Statement on Form S-8 (SEC File No. 333-163557), filed December 8, 2009.
|
|
10.6.1+
|
Form of stock grant acknowledgement letter under 2009 Employee and Consultant Stock Plan. Incorporated by reference to Exhibit 10.16.1 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.7
|
Form of Common Stock Purchase Agreement. We entered into respective agreements on this form with 38 persons between January and May 2010 calling for the issuance of 9,735,132 shares of common stock. Incorporated by reference to Exhibit 10.22 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.10
|
Form of Common Stock Purchase Agreement. We entered into respective agreements on this form with 29 persons in July 2010 calling for the issuance of units comprising a total of 8,225,339 shares of common stock and 2,056,334 Warrants. Incorporated by reference to Exhibit 10.29 to the registrant’s Registration Statement on Form S-1, filed November 12, 2010.
|
|
10.11+
|
2010 Stock Option Plan. Incorporated by reference to Exhibit 10.32 to the registrant’s Annual Report on Form 10-K, filed December 29, 2010
|
|
10.11.1+
|
Certificate regarding amendment of 2010 Stock Plan. Incorporated by reference to Exhibit 10.32.1 to the registrant’s registration statement on Form S-1, filed June 24, 2011.
|
|
10.11.2+
|
Form of Notice of Stock Option Grant/Stock Option Agreement under 2010 Stock Plan. Incorporated by reference to Exhibit 10.32.2 to the registrant’s registration statement on Form S-1, filed June 24, 2011
|
|
10.12+
|
Employment letter agreement, between James Orsini and us, dated March 10, 2011. Incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q, filed May 16, 2011
|
|
10.12.1+
|
Amendment of employment letter agreement, between James Orsini and us, dated May 16, 2011. Incorporated by reference to Exhibit 10.33.1 to the registrant’s registration statement on Form S-1, filed June 24, 2011.
|
|
10.13+
|
Employment letter agreement, between Anthony Macaluso and us, dated June 3, 2011, as of June 1, 2011. Incorporated by reference to Exhibit 10.34 to the registrant’s registration statement on Form S-1, filed June 24, 2011.
|
|
10.14+
|
Board of Directors Service Letter Agreement between Richard S. Siber and us dated August 8, 2011. Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed February 13, 2012.
|
10.15+
|
Board of Directors Service Letter Agreement between Stuart R. Levine and us dated August 8, 2011. Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed February 13, 2012.
|
|
10.16+
|
Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q, filed February 13, 2012.
|
|
10.17+
|
Employment letter agreement and Restricted Stock Issuance Agreement, between John Quinn and us, dated September 26, 2011. Incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q, filed February 13, 2012.
|
|
10.18+
|
Board of Directors Service Letter Agreement between Stephen D. Baksa and us dated November 1, 2011. Incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q, filed February 13, 2012.
|
|
10.19
|
Form of Warrant replacing Stock Option in favor of Pharmacy Management Strategies LLC, dated June 28, 2011. Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed May 18, 2012.
|
|
10.19.1
|
Joint Marketing Agreement between Pharmacy Management Strategies LLC and Single Touch Interactive, Inc. dated March 12, 2012 (Incorporated by reference to Exhibit 3.5 to the registrant's Registration Statement on Form S-1 file on November 6, 2013).
|
|
10.20
|
Option Agreement between Anthony Macaluso and us dated June 30, 2011, together with amendments dated September 30, 2011 and December 28, 2011. Incorporated by reference to Exhibit 10.32 to the registrant’s Registration Statement on Form S-1, filed February 28, 2012.
|
|
10.20.1+
|
Settlement Agreement and Mutual Special Release between Anthony Macaluso and us dated November 27, 2012. Incorporated by reference to Exhibit 10.24.1 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
|
|
10.21
|
Settlement, Mutual Release and Discharge between Mike Robert and us, dated September 30, 2011. Incorporated by reference to Exhibit 10.33 to the registrant’s Registration Statement on Form S-1, filed February 28, 2012.
|
|
10.22
|
Form of Convertible Promissory Note. We entered into respective agreements on this form of note with 8 persons in November 2011 through February 2012 for an aggregate principal amount of $2,000,000. In each case the maturity date is one year after the issuance date. Incorporated by reference to Exhibit 10.34 to the registrant’s Registration Statement on Form S-1, filed February 28, 2012.
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10.22.1
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Form of Amendment to Convertible Promissory Note. We entered into an amendment, on this form, with 6 of the 9 original note holders. Incorporated by reference to Exhibit 10.26.1 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.22.2
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Form of Warrant to Purchase Common Stock ($0.25 exercise price). We issued a total of 4,000,000 Warrants on this form to 9 persons in November 2011 through February 2012. Incorporated by reference to Exhibit 10.34.1 to the registrant’s Registration Statement on Form S-1, filed February 28, 2012.
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10.22.3
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Form of Amendment to Warrant. We entered into an amendment, on this form, with 6 of the 9 original warrants holders. Incorporated by reference to Exhibit 10.26.3 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.23
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Settlement Agreement and Mutual General Release, among Soapbox Mobile, Inc. with, by and including all Common Shareholders collectively and individually and us, effective March 30, 2012. Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed May 18, 2012.
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10.23.1
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Perpetual Exclusive License Agreement among Soapbox Mobile, Inc. and us, effective March 30, 2012. Incorporated by reference to Exhibit 10.1.1 to the registrant’s Quarterly Report on Form 10-Q, filed May 18, 2012.
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10.24
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Form of Warrant to Purchase Common Stock ($0.305 exercise price). We issued a total of 480,000 Warrants on this form to Taglich Brothers, Inc. for services as placement agent on a private offering. Incorporated by reference to Exhibit 10.28 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.24.1
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Form of Common Stock Purchase Agreement. We entered into respective agreements on this form with a total of 64 investors in September and October 2012 calling for the issuance of units comprising a total of $3,000,000 in convertible notes and 6,000,000 Warrants. Incorporated by reference to Exhibit 10.28.1 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.24.2
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Form of Convertible Note issued for a total of $3,000,000 with a total of 64 investors in September and October 2012. Incorporated by reference to Exhibit 10.28.2 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.24.3
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Form of Warrant to Purchase Common Stock ($0.25 exercise price). We issued a total of 6,000,000 Warrants on this form with a total of 64 investors in September and October 2012. Incorporated by reference to Exhibit 10.28.3 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.25+
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Board of Directors Service Letter Agreement between Jonathan E. Sandelman and us dated December 10, 2012. Incorporated by reference to Exhibit 10.29 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.26
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Registration Rights Agreements with Peltz Capital Management LLC, dated October 15, 2012 and December 7, 2012. Incorporated by reference to Exhibit 10.30 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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10.26.1
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Option Agreement Between Peltz Capital Management LLC and Anthony Macaluso, dated October 15, 2012 and December 7, 2012, as amended. Incorporated by reference to Exhibit 10.26.1 to the registrant's Registration Statement on Form S-1/A, filed August 19, 2013.
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10.26.2
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Option Agreement with Peltz Capital Management LLC, dated October 15, 2012 and December 7, 2012, as amended. Incorporated by reference to Exhibit 10.26.2 to the registrant's Registration Statement on Form S-1/A, filed August 19, 2013.
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10.26.3
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Omnibus Services and Option Assignment Agreement, dated as of September 11, 2013, by and among Peltz Capital Managements LLC, Anthony Macaluso and Single Touch Systems, Inc. Incorporated by reference to Exhibit 10.26.3 to the registrant's Post Effective Registration Statement on Form S-1, filed October 21, 2013.
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10.27+
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Employment letter agreement between Kurt Streams and us, dated October 18, 2013. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed October 21, 2013.
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10.28
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Form of Stock Purchase Agreement between the Company and Stephen Baksa (Incorporated by reference to Exhibit 3.5 to the registrant's Registration Statement on Form S-1 file on November 6, 2013).
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10.29
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Patent License and Settlement Agreement, dated November 12, 2013 (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed November 14, 2013).
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10.30* |
Consulting Agreement between Peter Holden and the Company dated as of October 10, 2013.
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21
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List of Subsidiaries. Incorporated by reference to Exhibit 21 to the registrant's Annual Report on Form 10-K, filed January 2, 2013.
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23.1
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Consent of L.L.Bradford & Company, LLC
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31.1*
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Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
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31.2*
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Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
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32.1*
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Certification of Chief Executive Officer pursuant to Section 1350
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32.2*
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Certification of Chief Financial Officer pursuant to Section 1350
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101.INS**
|
XBRL Instance Document.
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|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
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|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
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|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
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|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
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|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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Filed herewith
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**
|
Furnished herewith
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+
|
Each of these Exhibits constitutes a management contract, compensatory plan, or arrangement.
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Single Touch Systems, Inc.
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December 9, 2013
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By:
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/s/ James Orsini
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|
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James Orsini
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|
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President and Chief Executive Officer
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(Principal Executive Officer)
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|
|
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December 9, 2013
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By:
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/s/ Kurt Streams
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|
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Kurt Streams
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|
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Chief Financial Officer
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|
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(Principal Financial Officer and Principal Accounting Officer)
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Date: December 9, 2013
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/s/ James Orsini
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|
James Orsini, Director
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|
and Principal Executive Officer
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Date: December 9, 2013
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/s/ Stephen D. Baksa
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Stephen D. Baksa, Director | |
Date: December 9, 2013
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/s/ Jonathan Sandelman
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|
Jonathan E. Sandelman, Director
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Date: December 9, 2013
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/s/ Peter D. Holden
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|
Peter D. Holden, Director
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Date: December 9, 2013
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/s/ James L. Nelson
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|
James L. Nelson, Director
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Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
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Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|
Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
|
Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|
Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
|
Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|
Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
|
Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|
Single Touch Systems Inc. | Peter D. Holden | ||||
By: |
/s/ James Orsini
|
By: | /s/ Peter D. Holden | ||
Name: | James Orsini | Consultant | |||
Title: | President & CEO |
Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
|
Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|
Single Touch Systems Inc. Newport Corporate Center 100 Town Square, Suite 204
Jersey City, NJ 07310
|
Tel: 201-275-0555 Fax: 201-942-3091 ADC: #SITO www.singletouch.net
|