x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-5769015
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1930 Village Center Circle #3-722
Las Vegas, Nevada
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89134 | |
(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer o | Accelerated filer o |
Non–Accelerated filer (Do not check if a smaller reporting company) o | Smaller reporting company x |
PART I - FINANCIAL INFORMATION
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1
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ITEM. 1. FINANCIAL STATEMENTS
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1
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CARD ACTIVATION TECHNOLOGIES INC.
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1
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CARD ACTIVATION TECHNOLOGIES INC.
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2
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CARD ACTIVATION TECHNOLOGIES INC.
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3
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7
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11
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ITEM 4. CONTROLS AND PROCEDURES
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11
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PART II - OTHER INFORMATION
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11
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ITEM 1. LEGAL PROCEEDINGS
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11
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ITEM 6. EXHIBITS
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12
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June 30,
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September 30,
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|||||||
2011
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2010
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CURRENT ASSETS
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Cash
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$ | 72,462 | $ | - | ||||
Advances to affiliate
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- | 695,777 | ||||||
Other
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- | - | ||||||
Total current assets
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72,462 | 695,777 | ||||||
TOTAL ASSETS
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$ | 72,462 | $ | 695,777 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY:
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CURRENT LIABILITIES:
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Accounts payable
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2,083,519 | 828,808 | ||||||
Accrued expenses
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13,173 | 14,272 | ||||||
Disputed liabilities
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20,000 | 20,000 | ||||||
Total current liabilities
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2,116,692 | 863,080 | ||||||
TOTAL LIABILITIES
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2,116,692 | 863,080 | ||||||
STOCKHOLDERS' EQUITY:
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Preferred stock, $.001 par value, 1,000,000 shares authorized; none issued and outstanding as of June 30, 2011 and September 30, 2010, respectively
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- | - | ||||||
Common stock, $.0001 par value, 300,000,000 shares authorized; 178,398,807 and 174,782,045 shares issued and outstanding as of June 30, 2011 and September 30, 2010, respectively
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17,840 | 17,478 | ||||||
Additional paid-in capital
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1,072,383 | 1,509,953 | ||||||
Common stock, subscribed, 173,912 shares
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10,000 | 35,250 | ||||||
Accumulated deficit
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(3,144,453 | ) | (1,729,984 | ) | ||||
Total stockholders' equity
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(2,044,230 | ) | (167,303 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 72,462 | $ | 695,777 |
Three Months Ended
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Nine Months Ended
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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REVENUE
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Litigation revenue
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$ | - | $ | 437,500 | $ | 264,000 | $ | 687,500 | ||||||||
Total
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- | 437,500 | 264,000 | 687,500 | ||||||||||||
COSTS AND EXPENSES
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Cost of Revenue
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- | 83,125 | 92,400 | 170,625 | ||||||||||||
General and administrative
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832,313 | 348,283 | 1,625,235 | 670,463 | ||||||||||||
Sales and marketing expenses
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- | - | - | - | ||||||||||||
Total operating expenses
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832,313 | 431,408 | 1,717,635 | 841,088 | ||||||||||||
OPERATING INCOME (LOSS)
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(832,313 | ) | 6,092 | (1,453,635 | ) | (153,588 | ) | |||||||||
OTHER (INCOME) AND EXPENSES
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Interest income
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(13,298 | ) | (24,044 | ) | (40,205 | ) | (67,162 | ) | ||||||||
Interest expense
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349 | 345 | 1,039 | 1,043 | ||||||||||||
Total other (income) expense
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(12,949 | ) | (23,699 | ) | (39,166 | ) | (66,119 | ) | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES
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(819,364 | ) | 29,791 | (1,414,469 | ) | (87,469 | ) | |||||||||
INCOME TAX (BENEFIT) PROVISION
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- | - | - | - | ||||||||||||
NET INCOME (LOSS)
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$ | (819,364 | ) | $ | 29,791 | $ | (1,414,469 | ) | $ | (87,469 | ) | |||||
Weighted Average Common Share Outstanding:
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Basic and diluted:
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177,755,897 | 174,782,045 | 176,650,105 | 174,782,045 | ||||||||||||
Net Income (Loss) Per Share
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Basic and diluted:
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$ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.00 | ) |
Nine Months Ended June 30,
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2011
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2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss)
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$ | (1,414,469 | ) | $ | (87,469 | ) | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
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Discount on common stock issued under subscription agreements
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82,994 | - | ||||||
Reserve for bad debts
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15,168 | - | ||||||
Changes in assets and liabilities:
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Other assets
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- | 237,500 | ||||||
Accounts payables
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1,254,711 | 406,594 | ||||||
Accrued expenses and disputed liabilities
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(1,099 | ) | (184,232 | ) | ||||
Net cash provided by (used in) operating activities
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(62,695 | ) | 372,393 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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Advances to affiliates
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(118,669 | ) | (382,584 | ) | ||||
Proceeds from the sale of common stock, net
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141,325 | - | ||||||
Cash received from subscription of common stock
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9,000 | - | ||||||
Advances from affiliates
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103,501 | 6,708 | ||||||
Net cash provided by (used in) financing activities
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135,157 | (375,876 | ) | |||||
INCREASE IN CASH
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72,462 | (3,483 | ) | |||||
CASH, BEGINNING OF YEAR
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- | 6,909 | ||||||
CASH, END OF YEAR
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$ | 72,462 | $ | 3,426 | ||||
Supplemental Cash Flow Information:
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Issuance of subscribed stock
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$ | 35,250 | $ | - | ||||
Common stock received as loan repayment
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$ | 695,777 | $ | - |
June 30, 2011
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June 30, 2010
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Cash flow provided by (used in) operating activities
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$ | (62,695 | ) | $ | 372,393 | |||
Cash flow provided by (used in) financing activities
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135,157 | (375,876 | ) |
Certification of Principal Executive and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
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Certification of Principal Executive and Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Card Activation Technologies Inc.
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Dated: August 1, 2011
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By:
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/s/ Robert Kite |
Robert Kite
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer and Principal Financial Officer)
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1.
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I have reviewed this Report on Form 10-Q of Card Activation Technologies Inc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: August 1, 2011
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By:
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/s/ Robert Kite |
Robert Kite
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer and Principal Financial Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: August 1, 2011
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By:
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/s/ Robert Kite |
Robert Kite
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer and Principal Financial Officer)
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Balance Sheet (Parenthetical) (USD $)
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Jun. 30, 2011
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Sep. 30, 2010
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---|---|---|
Balance Sheet (Parenthetical) [Abstract] | Â | Â |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 178,398,807 | 174,782,045 |
Common stock, outstanding (in shares) | 178,398,807 | 174,782,045 |
Common stock, subscribed (in shares) | 173,912 | 173,912 |
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | 9 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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REVENUE | Â | Â | Â | Â |
Litigation revenue | $ 0 | $ 437,500 | $ 264,000 | $ 687,500 |
Total | 0 | 437,500 | 264,000 | 687,500 |
COSTS AND EXPENSES | Â | Â | Â | Â |
Cost of Revenue | 0 | 83,125 | 92,400 | 170,625 |
General and administrative | 832,313 | 348,283 | 1,625,235 | 670,463 |
Sales and marketing expenses | 0 | 0 | 0 | 0 |
Total operating expenses | 832,313 | 431,408 | 1,717,635 | 841,088 |
OPERATING INCOME (LOSS) | (832,313) | 6,092 | (1,453,635) | (153,588) |
OTHER (INCOME) AND EXPENSES | Â | Â | Â | Â |
Interest income | (13,298) | (24,044) | (40,205) | (67,162) |
Interest expense | 349 | 345 | 1,039 | 1,043 |
Total other (income) expense | (12,949) | (23,699) | (39,166) | (66,119) |
INCOME (LOSS) BEFORE INCOME TAXES | (819,364) | 29,791 | (1,414,469) | (87,469) |
INCOME TAX (BENEFIT) PROVISION | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | $ (819,364) | $ 29,791 | $ (1,414,469) | $ (87,469) |
Weighted Average Common Share Outstanding: | Â | Â | Â | Â |
Basic and diluted: | 177,755,897 | 174,782,045 | 176,650,105 | 174,782,045 |
Net Income (Loss) Per Share | Â | Â | Â | Â |
Basic and diluted: | $ 0.00 | $ 0.00 | $ (0.01) | $ 0.00 |
Document And Entity Information (USD $)
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9 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Jul. 18, 2011
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Mar. 31, 2010
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Entity Registrant Name | Card Activation Technologies Inc | Â | Â |
Entity Central Index Key | 0001384522 | Â | Â |
Current Fiscal Year End Date | --09-30 | Â | Â |
Entity Well-known Seasoned Issuer | No | Â | Â |
Entity Voluntary Filers | No | Â | Â |
Entity Current Reporting Status | Yes | Â | Â |
Entity Filer Category | Smaller Reporting Company | Â | Â |
Entity Public Float | Â | Â | $ 9,028,378 |
Entity Common Stock, Shares Outstanding | Â | 178,572,719 | Â |
Document Fiscal Year Focus | 2011 | Â | Â |
Document Fiscal Period Focus | Q3 | Â | Â |
Document Type | 10-Q | Â | Â |
Amendment Flag | false | Â | Â |
Document Period End Date | Jun. 30, 2011 |
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Litigation
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6 Months Ended |
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Jun. 30, 2011
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Litigation [Abstract] | Â |
Litigation | Note 7. Litigation In an action pending in the United States District Court for the District of Delaware, the Court recently ruled that the '859 Patent owned by Card Activation Technologies (“Card”) is invalid. Card's' only significant asset is the '859 Patent. Management disagrees with the Court's findings and continues the process of determining the issues for appeal, the likely effects of the Court's ruling on the pending reexamination of the '859 Patent being conducted by the U.S. Patent and Trademark Office ("PTO"), and the likelihood of success in prevailing against adverse rulings issued by the Federal District Court and PTO. |
Related Party Transactions
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9 Months Ended |
---|---|
Jun. 30, 2011
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Related Party Transactions [Abstract] | Â |
Related Party Transactions | Note 3. Related Party Transactions As of June 30, 2011, the Company was managed by its sole officer and director, Robert Kite. Mr. Kite serves as sole director and Chairman of the Company's Board of Directors and acts as the Company's principal executive and principal financial officer. Mr. Kite also serves as chairman of the board of directors, president and chief executive officer of MedCom, a related party, and owns shares of common stock of both MedCom and the Company. MedCom is also a significant shareholder of the Company. On September 30, 2010, the Company entered into an agreement with MedCom to repay the amount due from advances made in the amount of $1,478,526. The Company agreed to accept shares of its common stock valued at the closing price on the date received. On October 1, 2010, the Company received 8,697,210 shares of its common stock valued at $0.08 per share or $695,777. The Company advances funds to MedCom at a 7% interest rate per annum. As of June 30, 2011 and September 30, 2010 the Company had receivables from affiliate advances of zero and $695,777, respectively. |
Background
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9 Months Ended |
---|---|
Jun. 30, 2011
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Background [Abstract] | Â |
Background | Note 1. Background Card Activation Technologies Inc. ("we," "us," "our" or the "Company") was incorporated in the state of Delaware on August 29, 2006. The Company was formed to own and commercially develop our patented point-of-sale technology for the activation and processing of transactions related to debit-styled cards, which include gift cards, phone cards and other stored value cards. Currently, our business strategy consists exclusively of attempting to enter into license agreements with third parties to license our rights under our patent and in pursuing patent litigation in an effort to protect our intellectual property and obtain recourse against alleged infringement of our patent. In order to develop our business plan, we will require funds for working capital. The Company is currently being funded by the sale of its common stock and revenue from litigation settlements. The Company anticipates increasing its sources of funds in the future by entering into license agreements with third parties to license the use of its patent. However, no such agreements have been entered into at this time, and the Company cannot predict when, if ever, it will enter into such agreements. We were formerly a wholly owned subsidiary of MedCom USA Incorporated ("MedCom"). In connection with our formation, MedCom transferred a patent relating to its card technology business to us in exchange for 146,770,504 shares of our common stock. On October 31, 2006, MedCom's board of directors declared a stock dividend to its shareholders of record at the end of business on December 15, 2006 of one share of our common stock for every one share of common stock of MedCom owned by its shareholders. On March 1, 2007, MedCom distributed 86,770,504 shares of our common stock to its shareholders pursuant to the stock dividend and retained the balance of 60,000,000 shares of our common stock. MedCom remains our largest shareholder. |
Disputed Liabilities
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9 Months Ended |
---|---|
Jun. 30, 2011
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Disputed Liabilities [Abstract] | Â |
Disputed Liabilities | Note 4. Disputed Liabilities The Company allegedly is party to a note payable with a principle amount of $20,000 at a 7% interest rate with no due date. The Company is disputing this obligation as management believes that the party entering into the note on behalf of the Company did not have the authority to do so. |
Equity
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9 Months Ended |
---|---|
Jun. 30, 2011
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Equity [Abstract] | Â |
Equity | Note 5. Equity The Company periodically issues shares of its common stock to investors in connection with private placement transactions. Absent an arm's length transaction with an independent third-party, the value of any such issued shares is based on the trading value of the stock at the date of issuance. The Company expenses the difference between the sales price and the fair value of all such issuances in the period incurred. During the three and nine months ended June 30, 2011, the Company issued 1,668,191 and 2,888,191 common shares for cash values of $94,500 and $158,550, respectively. During the three and nine months ended June 30, 2011, the Company recognized an expense related to the trading value of the stock issued in excess of amounts received in the amount of $48,637 and $82,994. During the three months ended June 30, 2011 the Company entered into subscription agreements whereby it sold 173,912 shares of common stock to third parties for a value of $10,000. |
Commitments and Contingencies
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9 Months Ended |
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Jun. 30, 2011
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Commitments and Contingencies [Abstract] | Â |
Commitments and Contingencies | Note 6. Commitments and Contingencies The Company enters into contingency agreements with law firms that represent the Company in certain of its patent litigations. Under these agreements, the Company typically pays a law firm 35% of the settlement amounts received by the Company and amounts based on future patent litigation successes. Other cases are handled on an hourly fee basis. |
Basis of Presentation
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9 Months Ended |
---|---|
Jun. 30, 2011
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Basis of Presentation [Abstract] | Â |
Basis of Presentation | Note 2. Basis of Presentation The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which contemplate continuation of the Company as a going concern. During the three months ended June 30, 2011, the Company recognized a net loss of $819,364. The Company has incurred an accumulated net loss from the period August 29, 2006 (inception) through June 30, 2011 of $3,144,453. Further, the Company has inadequate working capital to maintain or develop its operations and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, our management is proposing to raise any necessary additional funds through a financial institution or through the sale of equity, debt, or a combination of equity and debt, if the Company does not receive additional funding through litigation settlements. There is no assurance that the Company will be successful in raising additional capital. The accompanying condensed financial statements included herein have been prepared by us, without audit, in accordance with the accounting policies described in our audited financial statements and notes thereto for the fiscal year ended September 30, 2010, as presented in our annual report on Form 10-K/A, and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In the opinion of our management, the accompanying condensed financial statements include all adjustments (consisting only of those of a normal recurring nature), which are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any future interim period or for the entire fiscal year. These condensed financial statements should be read in conjunction with the notes to the audited financial statements presented in our annual report on Form 10-K/A for the year ended September 30, 2010, filed with the SEC. Our reports are available electronically by visiting the SEC website at http://www.sec.gov. Recent Accounting Guidance On September 30, 2009, the Company adopted updates issued by the Financial Accounting Standards Board ("FASB") to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification ("ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements. In June 2009, the FASB issued guidance now codified as ASC Topic 105, "Generally Accepted Accounting Principles" ("ASC 105"), which establishes the FASB Accounting Standards Codification as the source of GAAP to be applied to nongovernmental agencies. ASC 105 explicitly recognizes rules and interpretive releases of the SEC under authority of federal securities laws as authoritative GAAP for SEC registrants. ASC 105 became effective for interim or annual periods ending after September 15, 2009. ASC 105 does not have a material impact on the Company's financial statements presented hereby. In May 2009, the FASB issued guidance now codified as ASC Topic 855, "Subsequent Events" ("ASC 855"). The pronouncement modifies the definition of what qualifies as a subsequent event-those events or transactions that occur following the balance sheet date, but before the financial statements are issued, or are available to be issued-and requires a company to disclose the date through which it has evaluated subsequent events and the basis for determining that date. The Company adopted the provisions of ASC 855 on September 30, 2009, in accordance with the effective date. On June 30, 2009, the Company adopted updates issued by the FASB to fair value disclosures of financial instruments. These changes require a publicly traded company to include disclosures about the fair value of its financial instruments. Such disclosures include the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position; the related carrying amount of these financial instruments; and the method(s) and significant assumptions used to estimate the fair value. Other than the required disclosures, the adoption of these changes had no impact on the Financial Statements. |
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