|
NATIONAL AUTOMATION SERVICES, INC.,
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
| |
|
MAR 31, 2012
|
|
|
DEC 31, 2011
|
|
| |
|
(unaudited)
|
|
|
(audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$ |
21,021 |
|
|
$ |
1,371 |
|
|
Accounts receivable
|
|
|
-- |
|
|
|
3,252 |
|
|
Prepaid fees
|
|
|
310 |
|
|
|
22,000 |
|
|
Total current assets
|
|
|
21,331 |
|
|
|
26,623 |
|
|
PROPERTY, PLANT & EQUIPMENT, net of accumulated depreciation of $26,770 and
$24,403
|
|
|
10,356 |
|
|
|
12,723 |
|
|
TOTAL ASSETS
|
|
$ |
31,687 |
|
|
$ |
39,346 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
$ |
932,601 |
|
|
$ |
945,417 |
|
|
Accrued liabilities
|
|
|
1,719,123 |
|
|
|
1,624,157 |
|
|
Current portion of loans, capital leases and line of credit
|
|
|
249,948 |
|
|
|
232,407 |
|
|
Convertible debt, net of beneficial conversion feature of $20,387 and $12,092
|
|
|
235,613 |
|
|
|
193,408 |
|
|
Related party payable
|
|
|
183,173 |
|
|
|
183,173 |
|
|
Total current liabilities
|
|
|
3,320,458 |
|
|
|
3,178,562 |
|
|
Loans and capital leases
|
|
|
4,568 |
|
|
|
7,109 |
|
|
Derivative liability
|
|
|
-- |
|
|
|
113,026 |
|
|
Total liabilities
|
|
|
3,325,026 |
|
|
|
3,298,697 |
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Stock held in escrow
|
|
|
(186,110 |
) |
|
|
(573,276 |
) |
|
Common stock $0.001 par value, 1,000,000,000 authorized, 200,000,000 issued and
outstanding, respectively
|
|
|
200,000 |
|
|
|
200,000 |
|
|
Additional paid in capital
|
|
|
11,874,959 |
|
|
|
11,853,215 |
|
|
Stock payable
|
|
|
196,769 |
|
|
|
564,656 |
|
|
Accumulated deficit
|
|
|
(15,378,957 |
) |
|
|
(15,303,946 |
) |
|
Total stockholders’ deficit
|
|
|
(3,293,339 |
) |
|
|
(3,259,351 |
) |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$ |
31,687 |
|
|
$ |
39,346 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
NATIONAL AUTOMATION SERVICES, INC., CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
THREE MONTHS
ENDED MAR 31,
2012
|
|
|
THREE MONTHS
ENDED MAR 31,
2011
|
|
|
REVENUE
|
|
$ |
-- |
|
|
$ |
220,546 |
|
|
COST OF REVENUE
|
|
|
-- |
|
|
|
139,263 |
|
|
GROSS PROFIT
|
|
|
-- |
|
|
|
81,283 |
|
| |
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
71,995 |
|
|
|
348,559 |
|
|
Consulting fees
|
|
|
-- |
|
|
|
25,666 |
|
|
Professional fees and related expenses
|
|
|
61,603 |
|
|
|
231,660 |
|
|
TOTAL OPERATING EXPENSES
|
|
|
133,598 |
|
|
|
605,885 |
|
| |
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(133,598 |
) |
|
|
(524,602 |
) |
| |
|
|
|
|
|
|
|
|
|
OTHER EXPENSE, non-operating
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
-- |
|
|
|
7,343 |
|
|
Interest expense, net
|
|
|
54,439 |
|
|
|
142,736 |
|
|
TOTAL OTHER EXPENSE, non-operating
|
|
|
54,439 |
|
|
|
150,079 |
|
| |
|
|
|
|
|
|
|
|
|
OTHER INCOME - nonrecurring
|
|
|
|
|
|
|
|
|
|
Fair value of derivative liability
|
|
|
(113,026 |
) |
|
|
-- |
|
|
Gain on debt extinguishment and accounts payable
|
|
|
-- |
|
|
|
(2,911,820 |
) |
| |
|
|
|
|
|
|
|
|
|
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
|
(75,011 |
) |
|
|
2,237,139 |
|
| |
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-- |
|
|
|
-- |
|
| |
|
|
|
|
|
|
|
|
|
NET (LOSS) INCOME
|
|
$ |
(75,011 |
) |
|
$ |
2,237,139 |
|
| |
|
|
|
|
|
|
|
|
|
BASIC (LOSS) INCOME PER SHARE
|
|
$ |
(0.00 |
) |
|
$ |
0.02 |
|
| |
|
|
|
|
|
|
|
|
|
DILUTED INCOME PER SHARE
|
|
$ |
-- |
|
|
$ |
0.02 |
|
| |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC
|
|
|
198,712,404 |
|
|
|
114,552,315 |
|
| |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED
|
|
|
-- |
|
|
|
119,802,315 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
NATIONAL AUTOMATION SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
|
|
|
|
| |
|
THREE MONTHS
ENDED MAR 31,
2012
|
|
|
THREE MONTHS
ENDED MAR 31,
2011
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(75,011 |
) |
|
$ |
2,237,139 |
|
|
Cash used by operating activities
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
-- |
|
|
|
6,927 |
|
|
Depreciation and amortization
|
|
|
2,367 |
|
|
|
6,346 |
|
|
Stock for services
|
|
|
3,520 |
|
|
|
134,900 |
|
|
Gain on extinguishment of debt
|
|
|
-- |
|
|
|
(2,911,820 |
) |
|
Decrease for stock receivable
|
|
|
-- |
|
|
|
7,343 |
|
|
Accretion of convertible notes beneficial conversion feature
|
|
|
16,705 |
|
|
|
32,289 |
|
|
Expenses paid by related party
|
|
|
15,000 |
|
|
|
-- |
|
|
Deferred financing fees
|
|
|
-- |
|
|
|
125,000 |
|
|
Fair value of derivative
|
|
|
(113,026 |
) |
|
|
-- |
|
|
Changes in assets
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in receivables
|
|
|
3,252 |
|
|
|
(15,125 |
) |
|
Decrease in inventories
|
|
|
-- |
|
|
|
23,673 |
|
|
Decrease in prepaid expenses
|
|
|
21,690 |
|
|
|
48,333 |
|
|
Decrease in other assets
|
|
|
-- |
|
|
|
2,475 |
|
|
Changes in liabilities
|
|
|
|
|
|
|
|
|
|
Increase in accounts payable and accrued liabilities
|
|
|
82,153 |
|
|
|
223,591 |
|
|
Cash used by operating activities
|
|
|
(43,350 |
) |
|
|
(78,929 |
) |
| |
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
| |
|
|
-- |
|
|
|
-- |
|
|
Cash used by investing activities
|
|
|
-- |
|
|
|
-- |
|
| |
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of stock
|
|
|
-- |
|
|
|
75,000 |
|
|
Proceeds from convertible notes
|
|
|
40,000 |
|
|
|
-- |
|
|
Proceeds from note payable
|
|
|
15,000 |
|
|
|
-- |
|
|
Stock payable
|
|
|
8,000 |
|
|
|
7,500 |
|
|
Payments for loans and capital leases
|
|
|
-- |
|
|
|
(1,320 |
) |
|
Cash provided by financing activities
|
|
|
63,000 |
|
|
|
81,180 |
|
| |
|
|
|
|
|
|
|
|
|
Increase in cash
|
|
|
19,650 |
|
|
|
2,251 |
|
|
Cash at beginning of the three months
|
|
|
1,371 |
|
|
|
11,404 |
|
| |
|
|
|
|
|
|
|
|
|
Cash at end of the three months
|
|
$ |
21,021 |
|
|
$ |
13,655 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
-- |
|
|
$ |
-- |
|
|
Cash paid for income taxes
|
|
$ |
-- |
|
|
$ |
-- |
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
Stock issued in settlement of debt
|
|
$ |
-- |
|
|
$ |
805,520 |
|
|
Stock issued for accrued salaries
|
|
$ |
-- |
|
|
$ |
435,878 |
|
|
Change stock held in escrow
|
|
$ |
387,166 |
|
|
$ |
70,000 |
|
|
Issuance of stock prepaid
|
|
$ |
-- |
|
|
$ |
154,000 |
|
|
Beneficial conversion feature on convertible debt
|
|
$ |
25,000 |
|
|
$ |
-- |
|
|
Stock receivable
|
|
$ |
-- |
|
|
$ |
31,000 |
|
|
Stock for conversion of debt
|
|
$ |
4,500 |
|
|
$ |
-- |
|
|
Convertible note for expenses paid by related party
|
|
$ |
15,000 |
|
|
$ |
-- |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
NATIONAL AUTOMATION SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: Organization and basis of presentation
Basis of Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements of National Automation Services, a Nevada corporation (referred to herein as “NAS” or the “Company”), have been prepared by the Company 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 generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. As used in these Notes to the Condensed Consolidated Financial Statements, the terms the "Company,” "we,” "us,” "our," and similar terms refer to National Automation Services and, unless the context indicates otherwise its consolidated subsidiaries.
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These financial statements have been presented in accordance with the rules governing a smaller reporting company for the three months ended March 31, 2012 and March 31, 2011, respectively.
These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Company’s annual Report on Form 10-K filed with the SEC on April 15, 2012, from which the balance sheet information as of December 31, 2011 was derived.
Business Overview
NAS is a public holding company that serves the Industrial Automation market place. Our offerings are needed by a wide variety of companies across varied market segments, from food processing, to nuclear power both private and public sectors.
Our business provides a full range of service from design, engineering, installation and maintenance of automation controlled systems and machinery. We help companies to produce product more efficiently, effectively, and measurably through automation maximizing profitability and safety. The Company has strived to position itself as a leading system integrator and certified Underwriters Laboratories panel fabrication facility. The Company currently focuses on two distinct lines of business: (1) industrial automation and control and (2) automation manufacturing, which comprises the bulk of contracts that the Company currently maintains under its building contracts. The Company has subsidiaries which perform the services; one is located in Arizona named Intecon, Inc. and the other is located in Nevada named Intuitive System Solutions, Inc. The Company’s subsidiaries in Nevada and Arizona are currently dormant with no production.
The Company has evaluated the scope of its business plan and has modified it to reduce corporate overhead functions leaving all operating activities at the subsidiary level. The benefits of this new direction will begin to be realized in 2012.
Our business plan is to acquire companies with track records of long term, stable, and profitable operations. Each subsidiary operates as its own entity with current management retained. This will allow the Company’s management to focus on maintaining or increasing current levels of revenues and profitability. Each subsidiary provides their financials to NAS and the Company will make site visits to ensure companies are in compliance for reporting and monitoring purposes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Potential Derivative Instruments
We periodically assess our financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares.
We have determined that the conversion features of our debt instruments are not derivative instruments because they are conventional convertible debt. Additionally, our common stock equivalents are no longer a derivative as we have increased our authorized shares.
Earnings (loss) per share basic and diluted
Earnings per share is calculated in accordance with the Earnings per Share Topic of the Financial Accounting Standards Board Accounting Standard Codification ("FASB ASC"). The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding.
Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the three months ended March 31, 2012, the Company incurred a net income, resulting in potentially dilutive common shares, whereas, during the three months ending March 31, 2012, the Company incurred a net loss.
Fair Value Accounting
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions (for additional information see Note 8: Fair value).
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
NOTE 2: Recently adopted and recently issued accounting guidance
Adopted
In May 2011, the FASB issued an accounting standard update that amends the accounting standard on fair value measurements. The accounting standard update provides for a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. The accounting standard update changes certain fair value measurement principles, clarifies the application of existing fair value measurement, and expands the fair value measurement disclosure requirements, particularly for Level 3 fair value measurements. The amendments in this accounting standard update are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows
In June 2011, the FASB issued an accounting standard update which requires the presentation of components of other comprehensive income with the components of net income in either (1) a continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or (2) two separate but consecutive statements. This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity, and is effective for interim and annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05,” to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.
In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.
Issued
In December 2011, the FASB issued Accounting Standard Update 2011-10, “Derecognition of in Substance Real Estate—a Scope Clarification” to clarify that when a parent (reporting entity) ceases to have a controlling financial interest (as described in ASC subtopic 810-10, Consolidation) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in subtopic 360-20, Property, Plant and Equipment, to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. Under this new guidance, even if the reporting entity ceases to have a controlling financial interest under subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. This amendment is applicable to us prospectively for deconsolidation events occurring after June 15, 2012. The adoption of this accounting standard update will become effective for the reporting period beginning July 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations, or cash flows.
In December 2011, The FASB issued Accounting Standards Update 2011-11, "Disclosures about Offsetting Assets and Liabilities." This update requires entities to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of this update includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements and securities borrowing and lending arrangements. The Company is required to adopt this update retrospectively for periods beginning after January 1, 2013. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2013. Management does not anticipate that adoption will have a material impact on the Company's consolidated financial position, results of operations or cash flows.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.
NOTE 3: Going concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. Our operating revenues were insufficient to fund our operations. We had reoccurring net operating losses of $(133,598) for the three months ended March 31, 2012, compared to the net operating loss of $(524,602) for the three months ended March 31, 2011, and a working capital deficiency of $(3,299,127) at March 31, 2012.
Based on the above facts, management determined that there is substantial doubt about the Company’s ability to continue as a going concern.
We intend to expand our operations through acquisition in 2012. We will be carefully managing our overhead to maximize the effects of profitable acquisitions. Our business plan is to acquire companies with track records of long term, stable, and profitable operations. Each subsidiary will operate as its own entity with current management retained. This will allow the Company’s management to focus on maintaining or increasing current levels of revenues and profitability. The subsidiaries will use the Company for financial reporting purposes and other financial projections. However, we can give no assurance that our business plan will be successful.
NOTE 4: Property and equipment, net
Property and equipment consists of the following:
| |
|
Three Months Ended
March 31,
|
|
|
Year Ending
December 31,
|
|
| |
|
2012
|
|
|
2011
|
|
|
Vehicles
|
|
$ |
-- |
|
|
$ |
-- |
|
|
Computer and office equipment
|
|
|
30,829 |
|
|
|
30,829 |
|
|
Furniture and fixtures
|
|
|
6,297 |
|
|
|
6,297 |
|
|
UL Machinery and equipment
|
|
|
-- |
|
|
|
-- |
|
|
Total property and equipment
|
|
|
37,126 |
|
|
|
37,126 |
|
|
Less: accumulated depreciation
|
|
|
(26,770 |
) |
|
|
(24,403 |
) |
|
Property and equipment, net
|
|
$ |
10,356 |
|
|
$ |
12,723 |
|
Depreciation expense for the three months ended March 31, 2012, was $2,367 and for the year ended December 31, 2011, was $19,189.
NOTE 5: Loans, Capital lease
The following tables represent the outstanding balance of loans for the Company as of March 31, 2012, and December 31, 2011.
| |
|
Three Months Ended
March 31, 2012
|
|
|
Year Ending
December 31, 2011
|
|
|
South Bay Capital loan at an interest rate 12%
|
|
$ |
10,925 |
|
|
$ |
10,925 |
|
|
Trafalgar promissory note
|
|
|
200,000 |
|
|
|
200,000 |
|
|
Capital lease, line of credit
|
|
|
28,591 |
|
|
|
28,591 |
|
|
Krochak promissory note
|
|
|
15,000 |
|
|
|
-- |
|
|
Loans and capital lease sub total
|
|
|
254,516 |
|
|
|
239,516 |
|
|
Less: current portion loans and capital leases
|
|
|
(249,948 |
) |
|
|
(232,407 |
) |
|
Total
|
|
$ |
4,568 |
|
|
$ |
7,109 |
|
On January 4, 2012, the Company entered into a promissory note agreement. The note bears an interest of 7% annum, payable on demand. As of March 31, 2012, we owed $15,000 plus accrued interest in the amount of $263.
On March 25, 2011, the Company entered into a promissory note agreement which was a part of the Trafalgar Capital settlement agreement. The note bears an interest of 7% annum, and is now due on demand. As of March 31, 2012, we owed $200,000 plus accrued interest in the amount of $14,432.
On July 25, 2008, the Company entered into a loan agreement with South Bay Capital in the amount of $75,926. Per the terms of the verbal agreement no interest was to be accumulated. On December 19, 2008, the Company repaid South Bay in the amount of $65,000. On September 15, 2009, the Company secured the remaining balance of the loan with a written promissory note. The note bears an interest rate of 12% for the remaining balance of $10,925, and was applied retrospectively to the note as of January 1, 2009. As of March 31, 2012, $10,925 of the debt still remains outstanding with total interest of $43,335, and the note is due on demand.
On January 15, 2009, the Company entered into a fair market value capital lease with Konika Copiers. The lease is over a 60 month period; with present lease payments exceeding 90% of fair market value of the property.
On January 15, 2009, the Company entered into a capital lease for office equipment. The lease is over a 60 month period, with present lease payments exceeding 90% of fair market value of the property. The capital lease is a five (5) year lease at $481 per month.
On April 1, 2009, the Company entered into a revolving line of credit with Dell Financial in the amount of $25,000. The Company’s current outstanding balance on the line of credit as of March 31, 2012 was $7,287.
NOTE 6: Related party transactions
On December 31, 2010, the Company entered into a promissory note with an officer of the Company, for $13,000. The terms of the loan were to repay of the loan in the amount of $13,000 with a 10% annual interest to start as of December 31, 2010. As of March 31, 2012, we owed $13,000 plus accrued interest in the amount of $1,625, and the note is due on demand.
On December 31, 2010, the Company entered into a promissory note with an officer of the Company, for $9,760. The terms of the loan were to repay of the loan in the amount of $9,760 with a 10% annual interest to start as of December 31, 2010. As of March 31, 2012, we owed $9,760 plus accrued interest in the amount of $1,220, and the note is due on demand.
On December 31, 2010, the Company entered into a promissory note with an employee of the Company, for $9,500. The terms of the loan were to repay of the loan in the amount of $9,500 with a 10% annual interest to start as of December 31, 2010. As of March 31, 2012, we owed $9,500 plus accrued interest in the amount of $1,188, and the note is due on demand.
On April 1, 2009, we modified the verbal loan agreement entered into on June 30, 2008 with a director of the Company, which had a balance of $50,000 as of December 31, 2008, by making it a formal promissory note, capitalizing accrued interest into the principal ($36,000) and including an annual interest rate of 10%. On August 15, 2011, we repaid a portion of the note obligation in the amount of $15,000 which reduced our principle obligation from $86,000 to $71,000. As of March 31, 2012, we owed $71,000 plus accrued interest in the amount of $23,736, and the note is due on demand.
On November 5, 2008, the Company entered into agreement promissory note with a director of the Board, for $77,000. The terms of the loan were to repay of the loan in the amount of $72,000 with the addition of a $5,000 fee for interest or incur a $250 a day late fee if paid after December 5, 2008. On April 1, 2009, the loan agreement was modified to remove the $250 a day late fees and add an annual interest rate of 10%. As of March 31, 2012, we owed $79,913 plus accrued interest in the amount of $52,831, and the note is due on demand.
NOTE 7: Convertible notes
During the three months ended March 31, 2012, we issued to two individuals convertible debenture notes in the total amount of $55,000. One note bears interest at the rate of 20% per year and the second note bears an interest rate of 8% for nine months; one note mature in six (6) months starting September 14, 2012, and one note mature in nine (9) months on October 4, 2012. As of March 31, 2012, all four (4) notes issued in fiscal year 2011 have matured; both the investors and the Company are working towards conversion of these notes. The notes are convertible into the Company’s common stock at a various values. The following table represents the Beneficial Conversion Feature (“BCF”) on the various notes:
|
Description
|
|
Note
Value
|
|
|
BCF
Value
|
|
|
Amortized
BCF
value
|
|
|
Interest
accrued as
of March
31, 2012
|
|
|
Convertible note issued on April 15, 2011, at a
20% interest rate for six months, convertible to
shares of stock at fixed rate of $0.02 per share
|
|
|
124,000 |
|
|
|
124,000 |
|
|
|
124,000 |
|
|
|
47,567 |
|
|
Convertible note issued on April 29, 2011, at a 6%
interest rate for one year, convertible to shares of
stock at a variable rate upon date of conversion
|
|
|
15,000 |
|
|
|
10,000 |
|
|
|
9,233 |
|
|
|
831 |
|
|
Convertible note issued on April 18, 2011, at a 8%
interest rate for nine months, convertible to shares
of stock at a variable rate upon date of conversion
|
|
|
29,500 |
|
|
|
36,207 |
|
|
|
36,207 |
|
|
|
3,255 |
|
|
Convertible note issued on June 3, 2011, at a 8%
interest rate for nine months, convertible to shares
of stock at a variable rate upon date of conversion
|
|
|
32,500 |
|
|
|
23,534 |
|
|
|
23,534 |
|
|
|
2,158 |
|
|
Convertible note issued on January 4, 2012, at a
8% interest rate for nine months, convertible to
shares of stock at a variable rate upon date of
conversion
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
4,456 |
|
|
|
270 |
|
|
Convertible note issued on March 14, 2012, at a
10% interest rate for six months, convertible to
shares of stock at a fixed rate of $0.004 per share
|
|
|
40,000 |
|
|
|
10,000 |
|
|
|
924 |
|
|
|
92 |
|
|
Total
|
|
$ |
256,000 |
|
|
$ |
218,741 |
|
|
$ |
198,354 |
|
|
$ |
54,173 |
|
As of March 31, 2012, the Company has converted a portion of the convertible noted date April 18, 2011. We have converted $20,500 of the note for shares of the Company’s restricted stock held per the escrow agreement. We have issued stock in the amount of 20,378,942 shares towards the total note value of $50,000, and as of March 31, 2012, the note holds a value of $29,500 plus accrued interest.
On January 4, 2012, the Company entered into a convertible note agreement in the amount of $15,000, with an interest rate of 8% for a nine month period. The funds from the note were sent directly to the Company’s counsel to initiate the submission of our DEF 14A in order to increase our authorized shares of common stock (see Note 10: Stockholder’s deficit).
For the year ended December 31, 2011, due to the insufficient authorized but unissued shares of common stock to meet the required amount of shares for convertible instruments, the Company has accounted for the excess in common stock equivalents as a derivative liability in accordance with FASB ASC 815 Derivatives and Hedging. Accordingly, the derivative is marketed to market through earnings at the end of each reporting period. As a result, as of December 31, 2011, the Company recorded an expense of $113,026. As of March 31, 2012 the Company reversed the derivative due to the increase in common stock shares there by relieving the need of derivative liability expense.
NOTE 8: Fair Value
In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| |
|
Fair value at March 31, 2012
|
|
| |
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
-- |
|
|
$ |
-- |
|
|
$ |
-- |
|
|
$ |
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt, net of beneficial conversion feature
|
|
|
235,613 |
|
|
|
235,613 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
235,613 |
|
|
$ |
235,613 |
|
|
$ |
-- |
|
|
$ |
-- |
|
| |
|
Fair value at December 31, 2011
|
|
| |
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
-- |
|
|
$ |
-- |
|
|
$ |
-- |
|
|
$ |
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt, net of beneficial conversion feature
|
|
$ |
193,408 |
|
|
$ |
193,408 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
193,408 |
|
|
$ |
193,408 |
|
|
$ |
-- |
|
|
$ |
-- |
|
NOTE 9: Commitments
Operating leases
On September 1, 2008, the Company leased office space for sales in Tuscon, Arizona on a month-to-month basis in the amount of $500 per month under operating lease agreements with original lease periods of up to five (5) years. On June 1, 2011, the Company moved office space under the existing agreement and reduced its rental fees to $305 per month on a month-to-month basis. Total rental expense under the above operating leases for the three month ended March 31, 2012, was $930.
Legal
On June 9, 2010, a writ of garnishment was filed against our subsidiary Intecon’s bank account for our outstanding balanced owed to one of our vendors, Summit Electric. Our current outstanding balance owed to Summit Electric is $61,000. This writ was established to collect funds from us by garnishing money in our subsidiaries bank accounts. At the time of the court ordered garnishment the accounts held a balance of $1,200 and have been sent to Summit Electric under the writ. As of March 31, 2012, the Company still has an outstanding balance with Summit Electric and are working towards payment to this vendor.
NOTE 10: Stockholders’ deficit
Increased in authorized
On March 23, 2012, the Company filed a form DEF 14A whereby, the authorized common stock of the Company was increased to 1,000,000,000 shares with a par value of $0.001 per share. As of April 27, 2012, per our 8-K, form DEF 14A was approved by majority shareholder vote.
Preferred Stock
Our wholly owned subsidiary, ISS, has 125,000 shares of preferred stock authorized with a par value of $1.00; these shares have no voting rights and no dividend preferences.
Common Stock
On January 5, 2012, the Company issued to Asher Enterprises the sum of 7,758,621 shares valued at $4,500 or $0.00058 of its common stock from escrow as a part of the convertible note agreement on April 18, 2011.
On March 8, 2012, the Company had a stock payable in the amount of $3,520 in consideration for services rendered per our service agreement entered into on March 8, 2012.
On March 8, 2012, the Company had a stock payable in the amount of $8,000 in consideration for cash from investment on the same date, as we had no additional shares to issue and we were waiting for our increase to be approved.
Warrants
As of December 31, 2010, the Company granted 150,000 warrants to twenty individuals for 1:1 ratio of common stock at $0.05 per share in connection with the sale of common stock under the Company’s private offering. Since these warrants were issued in connection with a cash sale of common stock and were not compensatory in any way, the value of the warrants have been accounted for as part of the proceeds received from the sale of the common stock. Nineteen warrants vested over a period of six months and expired in November 2010; one warrant vested over a period of two years and expired in February 2012.
|
Warrants
|
|
Shares
|
|
|
Weighted-
Average
Exercise
Price
|
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Outstanding at December 31, 2011
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
Exercised, granted, forfeited or expired
|
|
|
(150,000 |
) |
|
$ |
0.05 |
|
|
1.0 |
|
|
|
|
|
Outstanding at March 31, 2012
|
|
|
-- |
|
|
$ |
-- |
|
|
|
-- |
|
|
$ |
-- |
|
|
Exercisable at March 31, 2012
|
|
|
-- |
|
|
$ |
-- |
|
|
|
-- |
|
|
$ |
-- |
|
NOTE 11: Subsequent events
On April 30, 2012, the Company issued to Asher Enterprises the sum of 4,347,826 shares valued at $10,000 or $0.0023 of its common stock from escrow as a part of the convertible note agreement on April 18, 2011.
On May 7, 2012, the Company issued to Asher Enterprises the sum of 4,347,826 shares valued at $10,000 or $0.0023 of its common stock from escrow as a part of the convertible note agreement on April 18, 2011.
On May 9, 2012, the Company issued to Asher Enterprises the sum of 5,000,000 shares valued at $11,500 or $0.0023 of its common stock from escrow as a part of the convertible note agreement on April 18, 2011.
Safe Harbor for Forward-Looking Statements
When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include, but are not limited to, general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
Executive Overview
National Automation Services, Inc. (referred to herein as “NAS” or the “Company”) is a public holding company that serves the Industrial Automation market place. Our offerings are needed by a wide variety of companies across varied market segments, from food processing, to nuclear power both private and public sectors.
Central to an understanding of our financial condition and results of operations is our current cash shortage. At May 17, 2012, our cash on hand was approximately $5,000, and our operating revenues are insufficient to fund our operations. Consequently, our review March 31, 2012, financial statements contain, in Note 3, an explanatory paragraph to the effect that our ability to continue as a going concern is dependent on our ability to increase our revenue, eliminate our recurring net losses, eliminate our working capital deficit, and realize additional capital; and we can give no assurance that our plans and efforts to do so will be successful. Therefore, we require additional funds to finance our business activities on an ongoing basis and to implement our acquisition strategy portraying our Company as one able to provide a target acquisition not only with cost savings but also with additional working capital to finance and grow the business.
Critical Accounting Policies
Use of Estimates
The methods, estimates, and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe our critical accounting policies are those described below.
Potential Derivative Instruments
We periodically assess our financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares.
We have determined that the conversion features of our debt instruments are not derivative instruments because they are conventional convertible debt.
Revenue Recognition
As required by the Revenue Recognition Topic of FASB ASC, the Company is required to use predetermined contract methods in determining the current value for revenue.
Project Contracts Project revenue is recognized on a progress-basis - the Company invoices the client when it has completed the specified portion of the agreement, thereby, ensuring the client is legally liable to the Company for payment of the invoice. On progress-basis contracts, revenue is not recognized until this criteria is met. The Company generally seeks progress-based agreements when a job project takes longer than 30 days to complete.
Service Contracts Service revenue is recognized on a completed project basis - the Company invoices the client when it has completed the services, thereby, ensuring the client is legally liable to the Company for payment of the invoice. On service contracts, revenue is not recognized until the services have been performed. The Company generally seeks service based agreements when project based contracts have been completed.
In all cases, revenue is recognized as earned by the Company. Though contracts may vary between a progress-basis and completed project basis, as the client becomes liable to the Company for services provided, as defined in the agreement, the client is then invoiced and revenue is accordingly recognized and recorded. The Company does not recognize or record any revenues for which it does not have a legal basis for invoicing or legally collecting. For the three months ended March 31, 2012, the Company has no revenues due to the closing of its subsidiaries during 2011, this policy will be reapplied once operations recommence.
Stock-Based Compensation
As required by the Stock-based Compensation Topic of FASB ASC, transactions in which the Company exchanges its equity instruments for goods or services is accounted for using authoritative guidance for stock based compensation. This guidance also addresses transactions in which the Company incurs liabilities in exchange for goods or services that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of those equity instruments.
If the Company issues stock for services which are performed over a period of time, the Company capitalizes the value paid in the equity section of the Company’s financial statements as it’s a non-cash equity transaction. The Company accretes the expense to stock based compensation expense on a monthly basis for services rendered within the period.
We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
If shares are issued for services to be performed over a period by a vendor, we capitalize the value paid and amortize the expense in association with services actually rendered.
Shares issued to employees are expensed upon issuance.
Results of Operations for the Three Months Ended March 31, 2012 and 2011
Summary of Consolidated Results of Operations
| |
|
Three Months
Ended
March 31, 2012
|
|
|
Three Months
Ended
March 31, 2011
|
|
|
%Change
|
| |
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
-- |
|
|
$ |
220,546 |
|
|
|
(100 |
) % |
|
Cost of revenue
|
|
|
-- |
|
|
|
139,263 |
|
|
|
(100 |
) % |
|
Gross profit
|
|
|
-- |
|
|
|
81,283 |
|
|
|
(100 |
) % |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
71,995 |
|
|
|
348,559 |
|
|
|
(79 |
) % |
|
Consulting fees
|
|
|
-- |
|
|
|
25,666 |
|
|
|
(100 |
) % |
|
Professional fees and related expenses
|
|
|
61,603 |
|
|
|
231,660 |
|
|
|
(73 |
) % |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(133,598 |
) |
|
|
(524,602 |
) |
|
|
75 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
-- |
|
|
|
7,343 |
|
|
|
100 |
% |
|
Interest expense, net
|
|
|
54,439 |
|
|
|
142,736 |
|
|
|
(62 |
) % |
|
Fair value of derivative liability
|
|
|
(113,026 |
) |
|
|
|
|
|
|
(100 |
) % |
|
Gain on debt extinguishment
|
|
|
-- |
|
|
|
(2,911,820 |
) |
|
|
100 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(75,011 |
) |
|
$ |
2,237,139 |
|
|
|
(103 |
) % |
Operating Loss; Net Income (loss)
Our decrease in revenue of $(220,546) or (100)%, compared to the three months ended in the prior year is a result of the closing of our current subsidiaries, also our cost of revenue of $(139,263) or (100)% over the prior year due to the decrease in our production and labor costs. Our operating loss decreased by $(391,004), or (75)%, to $(133,598) and our net loss decreased by $(2,312,150) or (103)%, to $(75,011).
Revenue: Our consolidated for the three months ended March 31, 2012, revenue decreased by $(220,546), or (100)%, to $0 compared to $220,546 for the three months ended March 31, 2011, due to loss of business, which is attributable to closing our subsidiaries. We expect to increase revenue through our acquisition strategy, whereby we can increase our regional footprint and thus provide additional local service related contracts.
Cost of Revenues; Gross Profit: Our cost of revenue is comprised of direct materials, direct labor, manufacturing overhead and other job related costs. For the three months ended March 31, 2012, cost of revenue decreased by $(139,263) or (100)%, to $0, due to the decrease in our consolidated revenues result of the closing of our current subsidiaries, and decrease in our production and labor costs. Our March 31, 2012, consolidated gross profit decreased by $(81,283), or (100)%, to $0, due to the closing of existing subsidiaries.
Operating Expenses: Our consolidated operating expenses for the three months ended, March 31, 2012, decreased by $(472,287), or (78)%, to $133,598, which resulted in an operating loss of $(133,598); compared to three months ended, March 31, 2011, operating expenses of $605,885, and an operating loss of $(524,602). The decrease in our operating loss is primary due to the following factors: the $(276,564) decrease in our selling, general and administrative expense with the reduction of staff, the $(170,057) decrease in our professional fees due to the reduced amount of our legal and other professional fees.
Selling, General and Administrative Expenses: Consolidated selling, general and administrative expenses decreased by $(276,564), or (79)%, to $71,995 for the three months ended March 31, 2012, primarily due to the reduction of staff which provided the Company a cost savings of $235,802.
Consulting fees: Our consulting fees, which are attributable to investor relations services, decreased by $(25,666) or (100)%, to $0 for the three months ended March 31, 2012.
Professional Fees and Related Expenses: Our professional fees represent costs for our legal and accounting fees and expenses, corporate operations and acquisitions advisory services. We had a decrease in these expenses by $(170,057) or (73)% to 61,603, which is primarily due to reduction in our legal services.
Interest Expense, Net: Interest expense, net decreased by $(88,297), or (62)%, to $54,439, and is primarily attributable to the interest expense on our convertible notes. The decrease for the three months ended March 31, 2012, is primarily due to our reduction of note obligations.
Fair value of derivative liability: For the year ended December 31, 2011, due to insufficient authorized but unissued shares of common stock to meet the required amount of shares under convertible instruments, the Company had accounted for the excess in common stock equivalents as a derivative liability in accordance with FASB ASC 815 Derivatives and Hedging. Accordingly, the derivative is marketed to market through earnings at the end of each reporting period. As of March 31, 2012, the Company reversed the derivative due to the increase in common stock shares thereby relieving the need of the derivative liability expense.
Liquidity and Capital Resources/ Plan of Operation for the Next Twelve Months
The economic downturn has had a severe effect on us. For the three months ended March 31, 2012, our accounts receivable were $0, a decrease of $3,252, or 100%, due to a decrease in invoiced revenue and closing of our remaining facilities in Arizona.
Our business plan is to acquire companies with track records of long term, stable, and profitable operations. Each subsidiary operates as its own entity with current management retained. This will allow the Company’s management to focus on maintaining or increasing current levels of revenues and profitability. Each subsidiary provides their financials to NAS and the Company will make site visits to ensure companies are in compliance for reporting and monitoring purposes.
The Company has evaluated the scope of its business plan and has modified the plan to reduce corporate overhead functions leaving all operating activities at the subsidiary level. The benefits of this new direction will begin to be realized in 2012.
We feel this new focus will offer each subsidiary an opportunity for growth through synergies created by becoming a part of the Company.
Summary of Consolidated Cash Flow for the three months ended March 31, 2012 and 2011(rounded)
Our total cash increased approximately by $7,300, or 53%, to approximately $21,000 for the three months ended March 31, 2012, compared to approximately $13,700 for the three months ended March 31, 2011. Our consolidated cash flows for the three months ended March 31, 2012, and 2011 were as follows:
| |
|
Three Months Ended
March 31, 2012
|
|
|
Three Months Ended
March 31, 2011
|
|
|
Net cash (used) by operating activities
|
|
$ |
(43,400 |
) |
|
$ |
(78,900 |
) |
|
Net cash (used) by investing activities
|
|
$ |
-- |
|
|
$ |
-- |
|
|
Net cash provided by financing activities
|
|
$ |
63,000 |
|
|
$ |
81,200 |
|
Operating Activities: Our total cash used by operating activities decreased by $35,500, or (45)%, to $(43,400) for the three months ended March 31, 2012, compared to $(78,900) for the three months ended March 31, 2011. The changes are due to the reduction our net income and cash used in operations is a result of an increase in our accrued liabilities for interest and payroll.
Investing Activities: We had no investing activities for the three months ended March 31, 2012 and the three months ended March 31, 2011, respectively.
Financing Activities: Our total cash provided by financing activities decreased by $18,200, or (22)%, to $63,000 for the period three months ended March 31, 2012, compared to $81,200 for the three months ended March 31, 2011. The decrease is due in part to our limited funding through our sale of restricted stock offset by increase in proceeds from convertible notes payable. Although there was an offset of convertible notes, the Company did have a reduction of convertible note liability as a direct result of converting the debt to stock.
Current Commitments for Expenditures
Our current cash commitments for expenditures are mainly operational and SEC compliance in nature.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President/Secretary, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our officers concluded that, as of the end of the period covered by this report, the Company has been implementing control procedures to mitigate our internal control issues which could have a material impact on our financial reporting procedures. As of the end of the period covered by this report, the Company has ineffective controls over financial reporting. Our control activities in financial closing procedures were ineffective to ensure that information required to be disclosed by us in our periodic reports is recorded, processed, summarized, and reported appropriately. The Company has been working towards clearing ineffective financial reporting controls and disclosures to implement proper internal controls over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
|
|
·
|
pertain to the maintenance of records that, in reasonable detail, accurately, and fairly reflect the transactions of our financial statements;
|
|
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
|
|
|
·
|
provide reasonable assurance that transactions pertaining to stock issuances are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that the stock issuances are being made only in accordance with authorizations of management and the Board of Directors.
|
Under the supervision and with the participation of our management, our Chief Executive Officer, and Principal Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and as of the end of the three months ended March 31, 2012, the Company feels that it is working towards clear disclosures and implementing proper internal controls over financial reporting. Our controls have since been updated in order to prevent the issues surrounding our material weakness and management feels that, moving forward, our controls over financial reporting will reduce the potential impact of material misstatements.
Change in internal control over financial reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On June 9, 2010, a writ of garnishment was filed against our subsidiary Intecon’s bank account for our outstanding balanced owed to one of our vendors, Summit Electric. Our current outstanding balance owed to Summit Electric is $61,000. This writ was established to collect funds from us by garnishing money in our subsidiaries bank accounts. At the time of the court ordered garnishment the accounts held a balance of $1,200 and have been sent to Summit Electric under the writ. As of March 31, 2012, the Company still has an outstanding balance with Summit Electric and are working towards payment to this vendor.
The following is a summary of all transactions involving our current sales of our unregistered equity securities. Shares issued for cash consideration paid to us are valued at the purchase price per share; all other shares are valued as stated. All shares issued were issued as “restricted” shares of our common stock except as otherwise expressly stated.
On January 5, 2012, the Company issued to Asher Enterprises the sum of 7,758,621 shares valued at $4,500 or $0.00058 of its common stock from escrow as a part of the convertible note agreement on April 18, 2011.
Except as stated above, and noted in our registration statement Form 10, Form 10-K, and Form 10-Q, we have had no recent sales of unregistered securities within the past three fiscal years. There were no underwritten offerings employed in connection with any of the transactions described above. Except as stated above, the above issuances were deemed to be exempt under Rule 504 or 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about our company and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
None
None
None
|
Exhibit No.
|
|
Description of Exhibit
|
| |
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
| |
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
| |
|
|
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
| |
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
| |
|
|
|
101.INS*
|
|
XBRL Instance Document
|
| |
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
| |
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
| |
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
| |
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
NATIONAL AUTOMATION SERVICES, INC.
(Registrant)
|
|
| |
|
|
|
Date: May 17, 2012
|
|
|
| |
|
|
|
|
By:
|
/s/ Robert W. Chance |
|
| |
|
Name: Robert W. Chance |
|
| |
|
Title: President and Chief Executive Officer |
|
| |
|
(Principal Executive Officer)
|
|
|
|
By:
|
/s/ Jeremy W. Briggs |
|
| |
|
Name: Jeremy W. Briggs |
|
| |
|
Title: V.P. / Principal Financial Officer |
|