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Item 2. Management’s Discussion and Analysis

2008-08-12 compared with 2004-02-12 · 224 added, 135 removed, 4 unchanged (99% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the attached financial statements and notes thereto.

Except for the historical information contained herein, the matters discussed below are forward-looking statements that involve certain risks and uncertainties, including, among others, the risks and uncertainties discussed below.

CRITICAL ACCOUNTING POLICIES

We described our critical accounting policies in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the year ended March 31, 2003.

Our critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations, and require our management's significant judgments and estimates and such consistent application of such critical accounting policies fairly depicts our financial condition and results of operations for all periods presented.

After the Consolidation and Centralization Plan was largely completed by March 31, 2003, we determined that our ongoing operations were in one segment, wireless and mobile enterprise software.

Our products consist mainly of the Global Market Pro family of products and the Hiplink family of products.

Utilizing the definitions described in SFAS 131, "Disclosures about Segments of an Enterprise and Related Information", the nature of the products and services are all similar.

Accordingly, starting in the current fiscal year, we will report the single line of business of wireless and mobile enterprise software and will no longer report operations from three prior segments:

Enterprise and Commerce Sales, Professional and Related Services, and Logistics.

Further, per SFAS 131, the corresponding information for the earlier period presented has been restated to conform to the single segment.

As a result of the centralization and consolidation implementation, the net loss declined to $71,516 from $571,943 and to $0.00 per share from $0.03 per share in the three months ended December 31, 2003 versus 2002.

Also, the net loss declined to $1,900,295 or $0.09 per share from $2,835,651 or $0.16 per share for the nine months ended December 31, 2003 versus 2002.

Likewise, the overall net decrease in cash was reduced to $652,371 from $1,780,101 in the nine months ended December 31, 2003 versus 2002.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002

Revenues for the three and nine months ended December 31, 2003 were $283,846 and $1,010,680, respectively, as compared to $350,445 and $1,005,612, respectively, for the three and nine months ended December 31, 2002.

The 19% decrease in revenue for the three months ended December 31, 2003 as compared to 2002 is largely due to a decline in the fourth quarter calendar year 2003 technology purchases, which we believe is largely due to changes in technology purchasing allocations between 2003 and 2004.

This decline only affected our third quarter and was not large enough to offset the increase in revenue over the nine months ended December 31, 2003 as compared to the comparable period ended December 31, 2002.

COST OF REVENUES AND GROSS MARGIN

The overall gross profit margin decreased to 72% in the three months ended December 31, 2003 from 80% in the comparable period ended December 31, 2002.

The decrease is a result of increases in data feed costs.

This only affected the third quarter ended December 31, 2003 and was not large enough to offset the small increase in gross profit for the nine months ended December 31, 2003 to 78% from 75% in the comparable period ended December 31, 2002.

The nine-month period increase is the result of continuing improvements in the reduction of costs and low variable costs for the wireless and mobile enterprise software products.

The cost of sales consists mainly of network, airtime and data feed charges.

OPERATING EXPENSES

Operating expenses declined overall in the three and nine month periods ended December 31, 2003 versus the comparable periods in the last fiscal year, due to the full amortization of the GMP asset and due to the Centralization and Consolidation Plan, which has significantly reduced operating expenses in all areas, including research and development, sales and marketing and general and administrative cost centers.

We categorize operating expenses into five major categories:

research and development, sales and marketing, general and administrative, depreciation and amortization, and stock, option and warrant expense.

The table below summarizes the changes in these five categories of operating expenses (unaudited):

Research and development

Sales and marketing

General and administrative

Depreciation and amortization

Stock, option and warrant expense

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Research and development expenses are expenses incurred in developing new products and product enhancements for current products.

These expenditures are charged to expense as incurred.

Much of the development work for the Global Market Pro and HiplinkXS product lines have been completed, which has reduced research and development expenses.

Remaining engineering costs are production projects for the existing products and services.

Sales and marketing expenses consist of costs incurred to develop and implement marketing and sales programs for our product lines.

These include costs required to staff the marketing department and develop a sales and marketing strategy, participation in trade shows, media development and advertising, and web site development and maintenance.

These costs also include the expenses of hiring sales personnel and maintaining a customer support call center.

These costs have declined principally due to the reduction in general advertising and non-sales supported marketing.

There has also been a reduction in marketing personnel as we have shifted to emphasizing marketing and sales support for our existing products.

General and administrative expenses include senior management, accounting, legal, business development consulting, rent, administrative personnel, and other overhead related costs.

This category also includes the costs associated with being a publicly traded company, including the costs of the AMEX listings, SEC filings, investor and public relations.

These costs declined substantially during the three and nine months ended December 31, 2003, as personnel and offices were reduced and operating functions were consolidated.

Depreciation and amortization expense includes depreciation of computers and other related hardware and certain fixtures.

The decline in this expense for the three and nine months ended December 31, 2003 versus 2002 is as a result of the full amortization of the GMP asset in fiscal year 2003, and from the decline in capital spending on depreciable assets.

The non-cash charges for compensation consists mainly of grants of stock, options and warrants for services provided to us.

Such services include financial, legal and business development consulting.

Additionally, common stock was issued for certain accrued liabilities.

The common stock issued was valued at its fair market value at the time of issuance.

Certain employee stock options, which have been repriced, are subject to the variable plan requirements of FIN No.

44, that requires us to adjust compensation expense for increases and decreases in the intrinsic value of our common stock until those options are exercised, forfeited, or expire unexercised.

A decrease in the closing stock price on December 31, 2003 from the closing stock price on September 30, 2003 resulted in an offset of $314,712 to the compensation expense to be recognized in the three months ended December 31, 2003;

$947,850 in compensation expense was required to be recognized in the nine months ended December 31, 2003.

No compensation expense for variable stock options was required to be recognized in the three and nine months ended December 31, 2002 (See Note 5, "Stock Based Compensation Expense").

Increases or decreases in our stock price will also be recognized in the future for outstanding vested repriced options if the stock price continues to be above the revised exercise price of the options.

The increase in non-cash charges for compensation is due mainly to the compensation expense recorded for the October 2002 repriced stock options and to a lesser extent from the compensation expense for the settlement of the Merger Agreement with the shareholder of Cross Communications, Inc.

and restricted stock grants to consultants.

NON-OPERATING INCOME AND EXPENSES

Non-operating income and expense for the three and nine months ended December 31, 2003 consists primarily of interest income from invested cash and interest expense from notes payable and a small one-time gain from the sale of old, expiring patents (see Note 4, "Other Income").

For the three and nine months ended December 31, 2002, non-operating income and expense also included interest income and expense as well as amortization of advances from technology sales received in previous periods, and the owner's fees and offsetting interest income recognized, related to the technology sales.

See the Consolidated Statement of Operations and Comprehensive Loss and Notes to the Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2003.

Net interest income declined as less cash was available for investment during the three and nine-month periods ended December 31, 2003 versus 2002, as we continue with operating losses.

The other income for the three and nine months ended December 31, 2003 includes a small realized one-time gain from the sale of old expiring patents.

Another factor in the other income for the three and nine months ended December 31, 2002 is the amortization of technology advances, which had been declining due to the smaller balances resulting from the effective interest method of amortization.

We determined that as of March 31, 2003, the technology transactions were completed and therefore the contracts were terminated (see Note 10, "Advances on Technology Sale"

in our Annual Report on Form 10-K for the year ended March 31, 2003).

COMPREHENSIVE LOSS

The decrease in comprehensive loss to $66,619 or $0.00 per share, and $1,880,131 or $0.09 per share for the three and nine months ended December 31, 2003, respectively, compared to $569,863 or $0.03 per share, and $2,835,444 or $0.16 per share for the three and nine months ended December 31, 2002, respectively, is a direct result of the implementation of cost reduction programs which have consolidated and centralized our operating units and the elimination of unprofitable products and services.

LIQUIDITY AND CAPITAL RESOURCES

The overall decrease in our cash position is due to our continued operating losses.

Cash continued to be spent on operating resources and upgrading and maintaining certain wireless products although a cash management and cost reduction program has been implemented and has reduced the overall cash loss by 63% for the nine month period ended December 31, 2003, versus 2002.

The sources and uses of cash are summarized as follows (unaudited):

NINE MONTHS ENDED

Net cash used in operating activities

$ (1,540,002)

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net cash provided by (used in) discontinued operations

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

following discussion should be read in conjunction with the attached financial

statements and notes thereto.

Except for the historical information contained

herein, the matters discussed below are forward-looking statements that involve

certain risks and uncertainties, including, among others, the risks and

uncertainties discussed below.

ACCOUNTING POLICIES

described our critical accounting policies in Item 6, "Management's Discussion

and Analysis or Plan of Operation," of our Annual Report on Form 10-KSB for the

year ended March 31, 2008.

critical accounting policies are those that are most important to the portrayal

of our financial condition and results of operations, and require our

management's significant judgments and estimates and such consistent application

fairly depicts our financial condition and results of operations for all periods

first quarter of fiscal year 2008 we sold our Global Market Pro family of

financial data products to Stockgroup, since those products serve a specific

market that Stockgroup has a larger presence in.

During the first quarter of our

fiscal year 2009 we have continued to focus on sales of our HipLink family of

software applications and services utilized by businesses and their employees to

wirelessly connect to critical business systems, information and processes.

These products maintain high gross and operating margins and form the core of

our enterprise software marketing strategy with wireless and mobile features

available in the software.

We also continue to work towards closing the

acquisition of the majority of the assets and liabilities of Flint Telecom, Inc.

Although all contractual extensions have expired, we are

working with Flint to execute an extension that will provide enough time for

Flint to complete the outstanding closing contingencies.

If however, the Flint

transaction does not close, we will continue to look for another merger

believes that it has adequate working capital for the next 12

net loss of $(234,565), $(0.10) per share basic and diluted, in the three months

ended June 30, 2008, as compared to net income of $195,146, $0.11 per share

basic and $0.09 per share diluted, in the three months ended June 30,

Our overall cash increased by $4,217 in the three months ended

June 30, 2008, compared to the three months ended June 30, 2007, in which our

overall cash increased by $82,387.

OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007

for the three months ended June 30, 2008 decreased 27% to $230,735 as compared

to $314,331 in the same three month period ended June 30, 2007.

This is due to a

continued weakness in our software sales for the first quarter of FY 2009 due to

a continued weakness in the wireless messaging software market.

OF REVENUES AND GROSS MARGIN

overall gross profit margin increased to 99% in the three months ended June 30,

2008 from 93% in the same three month period ended June 30, 2007.

in gross profit margin is principally due to the sale of the financial data and

software services assets, which had higher costs and a lower gross profit.

cost of revenues principally includes costs of engineering development directed

to specifically identified products, and costs of servicing and hosting customer

Other costs directly related to the financial data software and

services assets, are data feed costs, which have been eliminated with the sale

of those assets.

expenses decreased 3% to $461,219 in the three months ended June 30, 2008 versus

$473,191 for the same three month period in the last fiscal year, mainly due to

a decrease in research and development expenses as a result of moving

engineering and development offshore, as well as a decrease in stock and option

compensation expenses due to a reduction in stock and option

These expenses were offset somewhat by the increase in sales

and marketing expenses as new sales staff and marketing programs were initiated.

We categorize

operating expenses into four major categories:

research and development, sales

and marketing, general and administrative, and stock, option and warrant

The table below summarizes the changes in these four categories of

operating expenses (unaudited):

and development

and marketing

and administrative

option and warrant expense

-----------------

Net decrease in cash and cash equivalents

------------------

and development expenses are expenses incurred in developing new products and

product enhancements for current products.

These expenditures are charged to

expense as incurred.

These costs decreased substantially due to

moving our research and development efforts offshore.

engineering costs are due to production projects for existing products and

marketing expenses consist of costs incurred to develop and implement marketing

and sales programs for our product lines.

These include costs required to staff

the marketing department and develop a sales and marketing strategy,

participation in trade shows, media development and advertising, and web site

development and maintenance.

These costs also include the expenses of hiring

sales personnel and maintaining a customer support call center.

increased compared to last year due to an increase in sales and marketing

and administrative expenses include senior management, accounting, legal,

business development consulting, rent, administrative personnel, and other

overhead related costs.

This category also includes the costs associated with

being a publicly traded company, including the costs of SEC filings, and

investor and public relations.

These costs decreased slightly during the three

months ended June 30, 2008 versus 2007 due to a decrease in the use of outside

services from independent contractors and our move from the American Stock

Exchange (“Amex”) to the OTC Bulletin Board and the resulting elimination of

costs related to being listed on the Amex.

non-cash charges for compensation consist mainly of grants of stock, options and

warrants for services provided to us.

Such services include financial, legal and

business development consulting.

The common stock issued was valued at its fair

market value at the date of issuance.

The decline in this expense is directly

related to the reduction in the number and amount of stock and option grants in

the three months ended June 30, 2008 as compared to the three months ended June

INCOME (EXPENSE)

$2,493 in other expense for the three months ended June 30, 2008 is comprised

mainly of accrued interest on the note payable to Flint, offset by interest and

other miscellaneous income.

$374,716 in other income for the three months ended June 30, 2007 is comprised

mainly from the gain on the sale of the financial data software and services

assets offset by interest expense from the amortization of the debt discount and

the accrued interest on notes payable.

AND CAPITAL RESOURCES

overall cash increased by $4,217 for the three months ended June 30, 2008 as

compared to an increase in cash of $82,387 for the three months ended June 30,

The sources and uses of cash are summarized as follows

used in operating activities

provided by investing activities

provided by (used in) financing activities

---------------------

----------------------

Cash used in operating activities consisted principally of net loss of $1,900,295 offset primarily by $1,013,323 of stock-based compensation, as well as by non-cash charges of $159,187 in depreciation and amortization, and $57,826 in amortization of notes receivable.

Other operating activities that contributed to the use of cash were $74,178 in the net change of current assets and current liabilities.

This decrease resulted primarily from a decrease in accounts payable of $126,857 offset by increases in accrued liabilities and deferred revenue of $17,348 and $44,759, respectively, and an increase in accounts receivable of $14,853.

There was no cash used in investing activities for the nine months ended December 31, 2003.

Cash used in investing activities for the nine months ended December 31, 2002 consisted principally of cash used for the acquisition of property and equipment.

Cash flows from financing activities produced a net increase in cash of $72,033, which resulted primarily from the exercise of stock options, offset in part from repayments of notes payable and capital leases.

Net cash provided by discontinued operations of $64,439 for the nine months ended December 31, 2003 is primarily from the discontinuation of the operations of WizShop, Inc.

As of December 31, 2003, we had cash and cash equivalents amounting to $1,317,539, a decrease of $652,371 from the balance at March 31, 2003.

Working capital decreased to $973,314 at December 31, 2003 from $1,464,645 at the fiscal 2003 year end.

The decrease in working capital is due to the resources used in our operations, as explained above.

We have not yet generated sufficient revenues to cover the costs of continued product development and support, sales and marketing efforts and general and administrative expenses.

There are no material commitments for capital expenditures at December 31, 2003.

Management believes that it has adequate working capital for the next 12 months.

RECENT PRONOUNCEMENTS:

In November 2002, the Emerging Issues Task Force issued its final consensus on Revenue Arrangements with Multiple Deliverables.

This guidance is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003 or alternatively, entities may elect to report the change in accounting as a cumulative-effect adjustment.

EITF 00-21 discusses criteria necessary to determine when an arrangement may be viewed to have separate units of accounting (and thus revenue) and when an arrangement should be viewed as a single unit of accounting.

Adoption of EITF 00-21 did not have a material impact on our financial position or results of operations.

In January 2003, the FASB issued Interpretation No.

46, "Consolidation of Variable Interest Entities, an interpretation of ARB No.

51." This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the interpretation.

The interpretation applies immediately to variable interests in variable interest entities created or obtained after January 31, 2003.

The interpretation is applied to the enterprise no later than the end of the first reporting period beginning after June 15, 2003.

The application of this interpretation has not had a material effect on our financial statements.

The interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that we will consolidate or disclose information about variable interest entities when the interpretation becomes effective.

As of December 31, 2003, we did not have any variable interest entities.

In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".

This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities".

The Statement clarifies and creates more consistent reporting of contracts as either derivatives or hybrid financial instruments.

The Statement is effective for contracts entered into or modified after June 30, 2003.

We historically have not used derivatives or hedging instruments.

Currently, we do have a small exposure to the Canadian

dollar exchange rate, but have not deemed it necessary to hedge this exposure.

In May 2003, the FASB issued SFAS No.

150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity."

150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and is effective for financial instruments entered into or modified after May 31, 2003.

We adopted SFAS No.

150 on June 1, 2003.

As of December 31, 2003, the adoption of SFAS No.

150 has not had a material impact on our results of operations or financial condition.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

This report includes forward-looking statements relating to, among other things, projections of future results of operations, our plans, objectives and expectations regarding our future services and operations and general industry and business conditions applicable to us.

We have based these forward-looking statements on our current expectations and projections about future events.

You can find many of these forward-looking statements by looking for words such as "may", "should", "believes", "expects", "anticipates", "estimates", "intends", "projects", "goals", "objectives", or similar expressions in this document or in documents incorporated herein.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions about us that could cause actual results to differ materially from those in such forward-looking statements.

Such risks, uncertainties and assumptions include, but are not limited to, our limited operating history, our historical losses, our reduced capital resources, the infancy of the wireless data industry where there is no established market for our products and services, our ability to adapt to rapid technological changes, our dependence on wireless networks owned and controlled by others, and the other factors that we describe in the section entitled "Risk Factors" in the Form 10K for the year ended March 31, 2003.

We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

increase in cash and cash equivalents

the three months ended June 30, 2008, cash used in operating activities from

continuing operations consisted principally of an operating loss of $232,072

resulting from gross profits of $229,147 and operating expenses of

Other operating activities contributing to a decrease in

cash were a decline in accounts payable and deferred revenue offset by cash

produced mainly through a decrease in accounts receivable, including the

receivable from Stockgroup, and an increase in accrued expenses and other

current liabilities.

the three months ended June 30, 2007, cash used in operating activities from

continuing operations consisted principally of an operating loss of $179,570

resulting from gross profits of $293,621 and operating expenses of $473,191.

Also, a gain on the sale of the financial data and software services assets

offset by interest expense of $25,989 produced other income of $374,716.

operating activities contributing to the increase in cash were mainly from an

increase in deferred revenue of $62,955.

Activities that contributed to a

decrease in cash were an increase in accounts receivable, including the

receivable from Stockgroup and a decrease in accounts payable of

provided by investing activities in the three months ended June 30, 2008

consisted of proceeds resulting from the interim services agreement with

During the three months ended June 30, 2007, cash

provided by investing activities consisted of proceeds resulting from the asset

sale to Stockgroup and from the interim services agreement with

provided by financing activities for the three months ended June 30, 2008

consisted of $200,000 in proceeds from the issuance of a convertible promissory

note to Flint Telecom, Ltd.

(See Note 6).

Cash used in financing activities for

the three months ended June 30, 2007 consisted of payment on an equipment

June 30, 2008, we had cash and cash equivalents of $226,601, an increase of

$4,217 from the balance at March 31, 2008, which was $222,384.

working capital deficit remained basically constant as of June 30, 2008 at

($42,166) as compared to a working capital deficit of ($42,103) at March 31,

We have not yet generated sufficient revenues to cover the costs of

continued product development and support, sales and marketing efforts and

general and administrative expenses.

We have an operating lease for our facility

in Los Gatos, California for which the future minimum lease payments are $62,496

in fiscal 2009 and $3,600 in fiscal 2010.

There are no material commitments for

capital expenditures at June 30, 2008.

believes that it has adequate working capital for the next 12

ACCOUNTING PRONOUNCEMENTS

2006, the FASB issued FASB Interpretation No.

48, “Accounting for

Uncertainty in Income Taxes — an interpretation of FASB Statement

109” (FIN 48).

FIN 48 prescribes a recognition threshold and

measurement attribute for financial statement recognition and measurement of a

tax position taken or expected to be taken in a tax return, and also provides

guidance on derecognition, classification, interest and penalties, accounting in

interim periods, disclosure, and transition.

FIN 48 is effective for fiscal

years beginning after December 15, 2006.

We do not believe that the

adoption of FIN 48 currently has a material impact on our financial

September 2006, the FASB issued FASB Statement No.

157, Fair Value

Measurements (SFAS 157).

The standard provides guidance for using fair

value to measure assets and liabilities.

The standard also responds to

investors’ requests for expanded information about the extent to which companies

measure assets and liabilities at fair value, the information used to measure

fair value, and the effect of fair value measurements on earnings.

applies whenever other standards require or permit assets or liabilities to be

measured at fair

The standard does not expand the use of fair value in any new

circumstances.

SFAS 157 must be adopted prospectively as of the beginning

of the year it is initially applied.

SFAS 157 is effective for financial

statements issued for fiscal years beginning after November 15, 2007, and

interim periods within those fiscal years.

We do not believe that the adoption

of SFAS 157 currently has a material impact on our financial

LOOKING STATEMENTS AND RISK FACTORS

report includes forward-looking statements relating to, among other things,

projections of future results of operations, our plans, objectives and

expectations regarding our future services and operations, and general industry

and business conditions applicable to us.

We have based these forward-looking

statements on our current expectations and projections about future events.

can find many of these forward-looking statements by looking for words such as

"may", "should", "believes", "expects", "anticipates", "estimates", "intends",

"projects", "goals", "objectives", or similar expressions in this document or in

documents incorporated herein.

These forward-looking statements are subject to a

number of risks, uncertainties and assumptions about us that could cause actual

results to differ materially from those in such forward-looking statements.

risks, uncertainties and assumptions include, but are not limited to, our

limited operating history, our historical losses, the infancy of the wireless

data industry where there is no established market for our products and

services, our ability to adapt to rapid technological changes, our dependence on

wireless networks owned and controlled by others, and the other factors that we

describe in the section entitled "Risk Factors" in the Form 10KSB for the year

ended March 31, 2008.

We claim the protection of the safe harbor for

forward-looking statements contained in the Private Securities Litigation Reform

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis