Item 2. Management’s Discussion and Analysis
ITEM
2. 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 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.
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
fairly depicts our financial condition and results of operations for all periods
presented.
OVERVIEW
In the
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.
(“Flint”). 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
partner.
Management
believes that it has adequate working capital for the next 12
months.
We had a
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,
2007. 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.
RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
REVENUES
Revenues
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.
COST
OF REVENUES AND GROSS MARGIN
The
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. The increase
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. The
cost of revenues principally includes costs of engineering development directed
to specifically identified products, and costs of servicing and hosting customer
products. 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.
OPERATING
EXPENSES
Operating
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
grants. 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
expense. The table below summarizes the changes in these four categories of
operating expenses (unaudited):
Three
Months Ended
June
30,
Description
2008
2007
Research
and development
$ 24,585
$ 42,496
Sales
and marketing
208,223
157,000
General
and administrative
213,039
216,093
Stock,
option and warrant expense
15,372
57,602
-----------------
------------------
Total
$ 461,219
$ 473,191
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. These costs decreased substantially due to
moving our research and development efforts offshore. Remaining
engineering costs are due to production projects for 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
increased compared to last year due to an increase in sales and marketing
personnel.
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 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.
The
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
30, 2007.
OTHER
INCOME (EXPENSE)
The
$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.
The
$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.
LIQUIDITY
AND CAPITAL RESOURCES
The
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,
2007. The sources and uses of cash are summarized as follows
(unaudited):
Three
Months Ended
June
30,
2008
2007
Cash
used in operating activities
$ (212,107)
$ (82,263)
Cash
provided by investing activities
16,324
165,025
Cash
provided by (used in) financing activities
200,000
(375)
---------------------
----------------------
Net
increase in cash and cash equivalents
$ 4,217
$ 82,387
During
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
$461,219. 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.
During
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. Other
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
$33,616.
Cash
provided by investing activities in the three months ended June 30, 2008
consisted of proceeds resulting from the interim services agreement with
Stockgroup. 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
Stockgroup.
Cash
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
loan.
As of
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. Our
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,
2008. 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.
Management
believes that it has adequate working capital for the next 12
months.
RECENT
ACCOUNTING PRONOUNCEMENTS
In June
2006, the FASB issued FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes — an interpretation of FASB Statement
No. 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
statements.
In
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. The standard
applies whenever other standards require or permit assets or liabilities to be
measured at fair
value. 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
statements.
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, 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
Act of 1995.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.