10QSB/A 1 v062396_10qsba.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
Form 10-QSB/A
 
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 30, 2006 or
 
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Commission File Number: 000-52015
 
URON Inc.
 
(Exact Name of Registrant as Specified in its Charter)
 
Minnesota
 
47-0848102
     
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
 
9449 Science Center Drive, New Hope, MN 55428
(Address of Principal Executive Offices) (Zip Code)

 
Registrant’s telephone number, including area code: (763) 504-3000
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

 
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.
 
Yes þ  No o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes þ  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o      Accelerated filer o      Non-accelerated filer þ
 
1

 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
As of January 12, 2007, the following securities of the Registrant were outstanding: 4,700,000 shares of common stock, no par value per share.
 
Transitional Small Business Disclosure Format (Check One): Yes o  No þ 
 
EXPLANATORY NOTE: This Form 10-QSB/A is filed to change the designation of the Company to “Shell Company”, as indicated on the cover page. Such change in designation is the only amendment contained in this Form 10-QSB/A.
 
2


URON Inc.
 

PART I. FINANCIAL INFORMATION
   
4
 
         
Item 1. Financial Statements
   
4
 
         
Statements Of Operations (unaudited) for the Three and Nine Months
       
ended September 30, 2006 and 2005
   
4
 
         
Balance Sheets As Of September 30, 2006 (unaudited) and
       
December 31, 2005 (audited)
   
5
 
         
Statements Of Cash Flows (unaudited) for the Nine Months ended
       
September 30, 2006 and 2005
   
6
 
         
Notes to the Financial Statements
   
7-11
 
         
Item 2. Management’s Discussion and Analysis or Plan of Operation
   
12
 
         
Item 3. Controls and Procedures
   
18
 
         
PART II. OTHER INFORMATION
   
18
 
         
Item 1. Legal Proceedings
   
18
 
         
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
18
 
         
Item 3. Defaults upon Senior Securities and Small Business
       
Issuer Purchases of Equity Securities
   
18
 
         
Item 4. Submission of Matters to a Vote of Security Holders
   
18
 
         
Item 5. Other Information
   
18
 
         
Item 6. Exhibits
   
18
 
         
SIGNATURES
   
19
 
         
EXHIBIT 31.1- Certification Pursuant to Section 302
   
Exhibit 31.1
 
         
EXHIBIT 32.1 - Certification Pursuant to Section 906
   
Exhibit 32.1
 
 
3


 
Item 1. Financial Statements 
 
URON INC.
STATEMENTS OF OPERATIONS


   
Three Months Ended
 
Nine Months Ended
 
   
September 30, 2006
(unaudited)
 
September 30, 2005
(unaudited)
 
September 30,
2006
(unaudited)
 
September 30,
2005
(unaudited)
 
           
REVENUES
 
$
16,076
 
$
62,669
 
$
77,287
 
$
196,121
 
                           
COSTS AND EXPENSES
                         
Cost of products and services (exclusive of amortization shown separately below)
   
3,344
   
19,434
   
21,152
   
63,329
 
Selling, general and administrative
   
24,910
   
23,862
   
64,698
   
95,419
 
Amortization
   
-
   
75,491
   
-
   
227,188
 
                           
Total Costs and Expenses
   
28,254
   
118,787
   
85,850
   
385,936
 
                           
LOSS FROM OPERATIONS
   
(12,178
)
 
(56,118
)
 
(8,563
)
 
(189,815
)
                           
INCOME TAX BENEFIT
   
(1,445
)
 
(22,500
)
 
0
   
(76,000
)
                           
NET LOSS
 
$
(10,733
)
$
(33,618
)
$
(8,563
)
$
(113,815
)
                           
BASIC AND DILUTED - LOSS PER COMMON SHARE
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.01
)
                           
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED
   
5,506,522
   
10,000,000
   
8,485,714
   
10,000,000
 
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
4


URON INC.
BALANCE SHEETS AS OF SEPTEMBER 30, 2006 (UNAUDITED)
AND DECEMBER 31, 2005 (AUDITED)

ASSETS
 
CURRENT ASSETS
 
September 30, 2006
(unaudited)
 
December 31, 2005
(audited)
 
Accounts receivable, net
 
$
1,665
 
$
4,957
 
Related party receivable
   
-
   
103,625
 
Prepaid expenses
   
97,083
   
-
 
 
         
 Total current assets
   
98,748
   
108,582
 
               
Computer software
   
4,570
   
4,570
 
Less: accumulated amortization
   
(4,392
)
 
(4,392
)
               
Computer software, net
   
178
   
178
 
               
TOTAL ASSETS
 
$
98,926
 
$
108,760
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
             
Accounts payable
 
$
12,802
 
$
11,247
 
Deferred revenue
   
2,765
   
4,591
 
               
 Total current liabilities
   
15,567
   
15,838
 
               
STOCKHOLDERS’ EQUITY
             
               
Common stock, no par value (200,000,000 shares authorized, 4,700,000 and 10,000,000 shares issued and outstanding)
   
234,800
   
235,800
 
Accumulated deficit
   
(151,441
)
 
(142,878
)
               
 Total stockholders’ equity
   
83,359
   
92,922
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
98,926
 
$
108,760
 
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
5

 
URON INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)

   
Nine Months Ended September 30,
 
   
2006
 
2005
 
           
OPERATING ACTIVITIES
             
               
Net loss
 
$
(8,563
)
$
(113,815
)
Adjustments to reconcile net loss to cash flows from operating activities:
             
Amortization
   
-
   
227,188
 
Change in allowance for doubtful accounts receivable
   
(6,330
)
 
3,750
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
9,622
   
1,999
 
Prepaid expenses
   
(97,083
)
 
-
 
Accounts payable
   
1,555
   
(8,763
)
Deferred revenue
   
(1,826
)
 
-
 
Related party receivable
   
102,625
   
(110,359
)
               
Net cash flows from operating activities
   
-
   
-
 
               
INCREASE (DECREASE) IN CASH
   
-
   
-
 
               
CASH, BEGINNING OF PERIOD
   
-
   
-
 
               
CASH, END OF PERIOD
 
$
-
 
$
-
 
               
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY
             
Increase in related party receivable for repurchase of stock
 
$
1,000
       
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
6

 
URON INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006

 
Note 1 - Summary of Significant Accounting Policies
 
Presentation
 
The accompanying financial statements were prepared by URON, Inc. ("URON" or the "Company") without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures made herein are adequate to make the information presented not misleading.
 
In the opinion of management, the financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to fairly present the financial condition, results of operations, and cash flows for the periods presented. Results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim period or for the full year. These financial statements should be read in conjunction with the Company's financial statements for the year ended December 31, 2005 and notes thereto in its Form 10-SB filed with the SEC and declared effective on July 24, 2006.
 
Nature of business - URON Inc. was incorporated on November 4, 2001 in the state of Minnesota. URON provides dial-up internet services to a business enterprise and to subscribers in multi-dwelling units in Texas, Illinois, Florida, Massachusetts, Minnesota, Michigan and South Carolina.
 
Prior to August 10, 2006, URON was wholly-owned by Multiband Corporation ("Multiband"). On August 10, 2006, Multiband distributed approximately 49% of its ownership to the holders of Multiband's common stock and certain other contingent rights holders, pro rata based on their ownership (the "Spin-Off").
 
On August 10, 2006, certain Multiband shareholders of record and certain contingent right holders were issued a stock dividend of URON common stock based on the holders’ ownership of Multiband shares or rights as of May 1, 2006. The holders received .05 shares of URON common stock for each share or right to a share of Multiband common stock held on the record date. This stock dividend (the "Spin-Off") was equal to approximately 49% of Multiband’s ownership in URON, and included 689,944 shares ("Contingent Shares") which continue to be held in trust by Multiband for the benefit of certain Multiband warrant holders. The Contingent Shares will be delivered to these persons if and when the warrants are exercised. If the warrants expire unexercised, the Contingent Shares will default to Multiband. Prior to the Spin-Off, Multiband redeemed 5.3 million of the 10 million shares of URON stock outstanding as of June 30, 2006, resulting in 4.7 million shares outstanding as of the date of the Spin-Off.
 
7

 
URON INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
 
 
On August 11, 2006, Multiband sold its remaining approximate 51% interest in URON, Inc. to Lantern Advisors, LLC for $75,000 in cash. URON also signed a one year management agreement with Multiband effective August 1, 2006. This agreement calls for a fixed payment of $116,500 plus additional fees for specified services as described in the agreement (a copy of which is filed as an exhibit to URON's Report on Form 10-QSB for the period ended June 30, 2006).
 
During all periods presented URON used certain services from Multiband and a related Multiband subsidiary, including general bookkeeping and customer services. The statement of operations reflects charges for these services of $22,286 and $9,927 for the three months ended September 30, 2006 and 2005, respectively. For the nine months ended September 30, 2006 and 2005 the charges for services reflected in the statement of operations is $37,712 and $29,780, respectively.
 
The financial information included herein does not necessarily reflect what the financial position and results of operations of URON would have been had it operated as a stand-alone entity during the periods covered, and may not be indicative of future operations or financial position.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern that contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2006 and 2005, the Company reported net losses of $8,563 and $113,815, respectively. At September 30, 2006, the Company had an accumulated deficit of $151,441. The Company intends to fund its short-term (i.e., next twelve months) capital needs, which it believes to be minor, from positive cash flow and future shareholder loans, or equity contributions.
 
Accounts receivable - At September 30, 2006 and December 31, 2005, URON had allowances for doubtful accounts of $3,670 and $10,000, respectively. URON believes its accounts receivable are fully collectible, net of allowance. Accounts receivable over 60 days are considered past due. The Company accrues interest on past due accounts receivables. If accounts receivable are determined uncollectible, they are charged to expense in the year that determination is made. URON extends unsecured credit to customers in the normal course of business.
 
8

 
URON INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
 
 
Related Party Receivable - There are no intercompany purchase or sale transactions between Multiband, URON, and other Multiband subsidiaries. Cash receipts from URON customers are collected by a wholly-owned subsidiary of Multiband, Multiband Subscriber Services, Inc. ("MSS"). Multiband is continuing to provide such services after the Spin-Off pursuant to a written agreement dated August 1, 2006.
 
Cash receipts collected by MSS are netted with payments to URON's vendors, also made by MSS. These transactions were recorded as a related party receivable until Multiband sold its interest in URON. These transactions are now recorded as a payable to MSS. As of September 30, 2006, the outstanding balance of the related party receivable was $0 compared to $103,625 at December 31, 2005. URON did not record a reserve for bad debt against these "intercompany" transactions as it had demonstrated its ability to collect its receivable owed from its affiliated company. The accounts payable to MSS amounted to $9,005 and $0 at September 30, 2006 and December 31, 2005, respectively.
 
One of Multiband's subsidiaries provides bookkeeping and customer services to URON. For the period prior to the Spin-off, Multiband allocated its costs to URON based on actual time used for bookkeeping services and costs as a percentage of total subscribers serviced by the customer service department. For the period following the Spin-off, the Company pays Multiband as stated per the management agreement (See Note 1).
 
Amortization - Computer software is recorded at the fair value based on the purchase price allocation. Amortization is provided for using the straight-line method over the estimated useful life of 15 months. Maintenance, repairs and minor renewals are expensed when incurred. There was no amortization expense for the three months ended September 30, 2006 and September 30, 2005. There was $0 and $714 of amortization expense for the nine months ended September 30, 2006 and September 30, 2005.
 
Intangible Assets - URON amortized its subscriber list over its estimated useful life of two years using the straight-line method. Amortization expense was $0 and $75,491 for the three months ended September 30, 2006 and 2005, respectively. For the nine months ended September 30, 2006 and 2005, amortization expense was $0 and $226,474, respectively.
 
Revenue Recognition - URON earns revenue through monthly user charges to its dial-up internet subscribers. URON recognizes revenue in accordance with the Securities Exchange Commission's Staff Accounting Bulletin No. 104 (SAB 104) "Revenue Recognition", which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence of a customer arrangement exists; (ii) the price is fixed or determinable; (iii) collectibility is reasonable assured; and (iv) product delivery has occurred or services have been rendered.
 
URON's user charges are recognized as revenues in the period the related services are provided in accordance with SAB 104. Any amounts billed prior to services being provided are reported as deferred service obligations and revenues.
 
9

 
URON INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
 
 
Deferred Revenue - URON bills for services in the month prior to providing the service. Deferred revenue is recognized as revenues in the period the related services are provided in accordance with SAB 104.
 
Costs of Products and Services - Costs of products and services consist of internet carrier circuit charges.
 
Selling, General and Administrative Expense - Selling, general and administrative expenses consist of payments to subcontractors, commission payments to owners of multi-dwelling-units and corporate parent expense allocations.
 
Net Loss per Common Share - Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the reporting period. Diluted net loss per common share is computed by dividing net loss by the sum of the weighted average number of common shares outstanding. The Company did not have any common share equivalents during the three and nine months ended September 30, 2006 and 2005.
 
Financial Instruments - The carrying amounts for all financial instruments approximates fair value. The carrying amounts for accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments.
 
Management's Use of Estimates - The preparation of 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Legal Proceedings - URON may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of its business. As of September 30, 2006, URON is not a party to any material legal proceedings.
 
Note 2 - Income Taxes
 
The Company recorded a benefit from income taxes of $1,445 and $22,500 for the three months ended September 30, 2006 and 2005, respectively. For the nine months ended September 30, 2006 and 2005, the benefit from income taxes was $0 and $76,000, respectively.
 
10

 
URON INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
 

Note 3 - Deferred Taxes
 
URON utilizes the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary difference between the financial statement and income tax reporting bases of assets and liabilities. Deferred tax assets are reduced by a valuation allowance to the extent that realization is not assured. For the period prior to the Spin-Off, URON has filed a consolidated tax return with the parent company, Multiband Corporation. All of the net operating losses were allocated to the parent company and no deferred tax assets or liabilities have been recorded. For the period following the Spin-Off, the Company has recorded a full valuation allowance against its deferred tax asset due to the uncertainty of realizing the related benefits.
 
Note 4 - Major Customer
 
The Company had sales to one customer that accounted for 10.6% and 28.2% of total revenue, for the three months ended September 30, 2006 and 2005, respectively. For the nine months ended September 30, 2006 and 2005, sales to that one customer as compared to total revenue were 21.9% and 23.0%, respectively. Accounts receivable from the same customer accounted for approximately 10% and 31% of total accounts receivable at September, 2006 and December 31, 2005, respectively.
 
11

 
 
Forward Looking Statements
 
Except for the historical information contained herein, the matters discussed in this Report on Form 10-QSB/A are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Numerous factors, risks and uncertainties affect the Company’s operating results and could cause the Company’s actual results to differ materially from forecasts and estimates or from any other forward-looking statements made by, or on behalf of, the Company, and there can be no assurance that future results will meet expectations, estimates or projections. Further information regarding these and other risks is included in this Form 10-QSB/A and in our other filings with the SEC.
 
Overview
 
URON is a Minnesota corporation formed in 2001. Multiband, its former parent company, purchased the stock of the Company from the Company's prior owners in January 2004. URON has never filed for bankruptcy, receivership or similar proceeding, nor has the Company ever been involved in a merger, restructuring or sale of assets other than the aforementioned sale of its stock to Multiband.
 
On August 10, 2006, Multiband distributed URON common stock as a pro-rata dividend to all holders of Multiband common stock and certain contingent rights holders of Multiband as of May 1, 2006, as more fully described in the Information Statement distributed to the Multiband distributees (filed as Exhibit 99.1 to URON's Form 10-SB.)
 
URON business is comprised of approximately 1,000 customers using its dial up internet services and paying a monthly recurring fee for said services. The subscribers are generally located in multi-unit dwellings in the Midwest, Texas, South Carolina and Florida. URON provides ISP functionality for its customers by providing billing and technical call center support over the phone. URON's call center also monitors systems installed at multi-dwelling-units in the field to regulate customer bandwidth and supervise end-user activity. Approximately 20% of its revenues is from one customer. Since services are billed on a month to month basis, URON would have difficulty replacing the major customer revenue in a short period of time should this customer elect to cancel URON's services. As the provision of Internet services is a largely unregulated activity, the Company does not presently require any government approval to provide its services. This may or may not change in the future, however, as various legislation continues to be preferred at state and Federal levels with regards to taxing and/or regulating internet services.
 
12


URON has no full-time employees as of September 30, 2006. The Company utilizes billing and customer service personnel from its former parent, Multiband. Multiband is continuing to provide such services after the Spin-Off pursuant to a written agreement dated August 1, 2006.
 
Risk Factors
 
URON's operations are subject to a number of risks. If any of the risks described below actually occur, the business, financial condition or operating results of URON could be materially adversely affected.
 
Net Losses
 
URON had net losses of $13,084 and $129,794 for the fiscal years ended December 31, 2005 and December 31, 2004, respectively, and had an accumulated deficit of $151,441 as of September 30, 2006. The Company had a net loss of $8,563 for the nine months ended September 30, 2006 and may be unable to attain or sustain profitability. If URON cannot sustain and increase profitability from operating activities, it may not be able to meet its working capital needs.
 
Dependence on Single Major Customer
 
One customer, Doctor's Associates, Inc. d/b/a Subway, accounts for approximately 20% of the Company's revenues. URON charges Subway for services on a month to month basis. If Subway were to terminate those services, URON's revenues and profits would be adversely affected.
 
Deregulation
 
Several regulatory and judicial proceedings have recently concluded, are underway or may soon be commenced that address issues affecting operations and those of our competitors, which may cause significant changes to the internet service provider industry. Those proceedings largely involve the rights of companies such as URON to obtain exclusive rights of entry agreements with property owners and the rights of government entities to tax and/or regulate internet service providers such as the Company. URON cannot predict the outcome of these developments, nor can it assure you that these changes will not have a material adverse effect on the Company. However, URON's business could be adversely affected if it could not obtain exclusive rights of entry on a property and therefore was subjected to more competition. URON's business could also be adversely affected if additional taxes or regulation required it to raise the price of services.
 
13

 
Changes in Technology and Market for Dial Up Internet Services
 
The market for dial up internet services is shrinking due to advances in technology and deployments of high speed or "broadband" internet technologies. There may be a limited market for the Company's dial up internet services in the future. According to data released by the Pew Internet and American Life project in April 2006 only 34% of American internet users are now accessing the internet via dial up analog modem connections versus digital broadband connections.
 
Issuance of Preferred Stock
 
URON is authorized to issue shares of preferred stock that have rights senior to the common stock. If preferred stock is issued and URON becomes insolvent or liquidates its assets, the common shareholders may receive nothing for their common stock.
 
Penny Stock
 
URON's common stock is "penny stock" under SEC rules which may make it more difficult for shareholders to resell their shares of common stock.
 
Many brokerage firms will not trade in "penny stocks" due to the lack of profit and/or additional paperwork requirements.
 
Results of Operations
 
Three Months Ended September 30, 2006 versus Three Months Ended September 30, 2005
 
Revenues
 
URON Inc.'s revenues decreased from $62,669 in the third quarter of 2005 to $16,076 in the third quarter of 2006, reflecting the decline in subscribers of the Company's dial up internet services due to increased competition from high-speed internet providers.
 
Cost of Products and Services
 
Gross profit on sales represents revenue less the cost of products and services (exclusive of amortization). The costs of products and services represent internet carrier circuit changes. Gross profit, as a percentage of revenue, was 79% in the third quarter of fiscal 2006 versus 69% in the third quarter of fiscal 2005. Increased margins in 2006 over the prior period reflect decreased circuit charges which comprise costs of services. Decreased circuit charges reflect negotiation of lower rates and fewer subscribers.
 
Selling, General and Administrative Expenses
 
Selling, general and administrative expenses were $24,910 in the third quarter of 2006 versus $23,862 in the prior year, reflecting the elimination of an outsourced call center provider and decreased owner commission expenses related to the decline in URON revenues.
 
14

 
Income Tax
 
The Company had an income tax benefit was $1,445 in the third quarter of 2006 compared to an income tax benefit of $22,500 in the third quarter of 2005, reflecting adjustments to the valuation allowance of net deferred tax assets resulting from net operating loss carryforwards. For the period prior to the Spin-Off, URON has filed a consolidated tax return with the parent company, Multiband Corporation. All of the net operating losses were allocated to the parent company and no deferred tax assets or liabilities have been recorded. For the period following the Spin-Off, the Company has recorded a full valuation allowance against its deferred tax asset due to the uncertainty of realizing the related benefits.
 
Net Loss
 
URON had a net loss of $10,733 in the third quarter of 2006 versus a net loss of $33,618 in the prior year period. The decrease in loss was primarily due to no amortization of intangibles being taken in 2006.
 
Results of Operations
 
Nine Months Ended September 30, 2006 versus Nine Months Ended September 30, 2005
 
Revenues
 
URON revenues decreased from $196,121 in the first nine months of 2005 to $77,287 in the first nine months of 2006, reflecting the decline in subscribers of the Company's dial up internet services due to increased competition from high-speed internet providers.
 
Costs of Products and Services
 
Gross Profit on sales represents revenue less the costs of products and services (exclusive of amortization). Gross profit, as a percentage of revenue, was 73% in the first nine months of fiscal 2006 versus 68% in the first nine months of fiscal 2005. Increased margins in 2006 over the prior period reflect decreased circuit charges which comprise costs of services. Decreased circuit charges reflect negotiation of lower rates and fewer subscribers.
 
Selling, General and Administrative Expenses
 
Selling, general and administrative expenses were $64,698 in the first nine months of 2006 versus $95,419 in the prior year period, reflecting the elimination of an outsourced call center provider and decreased owner commission expenses related to the decline in URON revenues.
 
15

 
Income Tax
 
The Company recorded zero income tax expense in the first nine months of 2006 compared to an income tax benefit of $76,000 in the first nine months of 2006, reflecting adjustments to the valuation allowance of net deferred tax assets resulting from net operating loss carryforwards. For the period prior to the Spin-Off, URON has filed a consolidated tax return with the parent company, Multiband Corporation. All of the net operating losses were allocated to the parent company and no deferred tax assets or liabilities have been recorded. For the period following the Spin-Off, the Company has recorded a full valuation allowance against its deferred tax asset due to the uncertainty of realizing the related benefits.
 
Net Loss
 
URON had a net loss of $8,563 in the first nine months of 2006 versus a net loss of $113,815 in the prior year period. The decrease in loss was primarily due to no amortization of intangibles being taken in 2006.
 
Liquidity and Capital Resources
 
URON's working capital needs in the first six months of 2006 were funded principally by its former parent, Multiband. Multiband funding ceased, effective August 11, 2006. The Company intends to fund its short term (i.e., next twelve months) capital needs, which it believes to be minor, from positive cash flow, shareholder loans, or equity contributions.
 
Accounting Pronouncements and Policies
 
Recently Issued Accounting Standards
 
The Financial Accounting Standards Board ("FASB") has published FASB Interpretation (FIN) No. 48 (FIN No. 48), "Accounting for Uncertainty in Income Taxes", to address the noncomparability in reporting tax assets and liabilities resulting from a lack of specific guidance in FASB Statement of Financial Accounting Standards (SFAS) No. 109 (SFAS 109), "Accounting for Income Taxes", on the uncertainty in income taxes recognized in an enterprise's financial statements. Specifically, FIN No. 48 prescribes (a) a consistent recognition threshold and (b) a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides related guidance on derecognition, classification, interest and penalties, accounting interim periods, disclosure and transition. FIN No. 48 will apply to fiscal years beginning after December 15, 2006, with earlier adoption permitted. The Company does not expect the adoption of FIN No. 48 to have a material impact on the financial statements.
 
The FASB has issued SFAS No. 157 (SFAS No. 157), Fair Value Measurements, to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. SFAS No. 157 retains the exchange price notion in earlier definitions of fair value, but clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or liability in the principal or most advantageous market for the asset or liability.
 
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Moreover, the SFAS states that the transaction is hypothetical at the measurement date, considered from the perspective of the market participant who holds the asset or liability. Consequently, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price), as opposed to the price that would be paid to acquire the asset or received to assume the liability at the measurement date (an entry price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Finally, SFAS No. 157 expands disclosures about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. Entities are encouraged to combine the fair value information disclosed under SFAS No. 157 with the fair value information disclosed under other accounting pronouncements, including SFAS No. 107, Disclosures about Fair Value of Financial Instruments, where practicable. The guidance in this Statement applies for derivatives and other financial instruments measured at fair value under SFAS No. 133 "Accounting for Derivative Instruments and value under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" at initial recognition and in all subsequent periods. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, although earlier application is encouraged. Additionally, prospective application is encouraged. Additionally, prospective application of the provisions of SFAS No. 157 is required as of the beginning of the fiscal year in which it is initially applied, except when certain circumstances require retrospective application. The Company is current evaluating the effect of adopting SFAS No. 157 on its consolidated financial statements.
 
Application of Critical Accounting Policies
 
The Company's significant accounting policies are discussed in the Notes to the Consolidated Financial Statements that are included in the Company's Registration Statement Form 10-SB filed with the Securities and Exchange Commission. In most cases, the accounting policies utilized by the Company are the only ones permissible under Generally Accepted Accounting Principles for businesses in its industry. However, the application of certain of these policies requires significant judgments or a complex estimation process that can affect the results of operations and financial position of the Company, as well as the related footnote disclosures. The Company bases its estimates on historical experience and other assumptions that it believes are reasonable. If actual amounts are ultimately different from previous estimates, the revisions are included in the Company's results of operations for the period in which the actual amounts become known. The accounting policies and estimates that can have a significant impact on the operating results, financial position and footnote disclosures of the Company are described in the Management Discussion and Analysis of Financial Condition and Results of Operations in the Company's Registration Statement on Form 10-SB.
 
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Item 3. Controls and Procedures 
 
Evaluation of Disclosure Controls and Procedures.
 
On September 30, 2006, URON's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Rule 13a-15(e)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that URON's disclosure controls and procedures are effective.
 
Changes in Internal Control over Financial Reporting.
 
There were no changes in URON's internal controls over financial reporting that occurred during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect such controls.
 
 
 
None
 
 
None
 
 
None
 
 
None
 
 
None
 
 
Exhibit
 
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002.
 
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SIGNATURES 
 
Pursuant to the requirements of the Securities and Exchange Act, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
Dated: January 12, 2007
URON Inc.
(Registrant)
 
 
 
 
 
 
  By:   /s/ Donald Miller
 

Donald Miller
Chief Executive Officer and Chief Financial Officer(Signing as Principal Executive Officer, Principal Financial and Accounting Officer, and as Authorized Signatory of Registrant.)
 
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