Item 1. Business
Available Information
We file or furnish annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at I -800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.
We also make available, free of charge through our internet website (www.ubroadcast.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
History of Our Company
In June 2003, we change our corporate name to “Air-Q Wi-Fi Corporation” and began to operate as a wireless Internet, or “hotspot” company. In May 2004, we changed our corporate name to “AirRover Wi-Fi Corp.”, following our acquisition of a small wireless Internet company of a similar name.
During the last half of 2004, our hotspot business did not expand as expected. This lack of growth was in line with the rest of the hotspot industry. Given those circumstances, our management determined to expand our company’s outlook, to focus on the development of products that embodied wireless, or “Wi-Fi”, technologies rather than on the provision of hotspot Internet access. In conjunction with this determination, we began a search for Wi-Fi-related products that offered growth potential and were available for acquisition.
In January 2005, we acquired a privately-held wireless (Wi-Fi-based) gaming company, Diamond I Technologies, Inc. and changed our corporate name to “Diamond I, Inc.” Through 2007, we pursued the commercial placement of our hand-held wireless gaming system for use primarily in casinos. These activities had been promising after the State of Nevada passed a law permitting hand-held gaming in certain areas of casinos.
During the last half of 2007, in an effort to diversify our company’s business as we sought additional capital for our wireless gaming efforts, we (I) attempted to acquire certain oil and gas properties without success, due to issues faced by the purported seller, and (2) opened several online “casinos”, i.e., Internet web sites offering poker and other card games “for entertainment purposes only”, with a plan to derive revenues from its “click-through advertising” program. During 2008, we generated a small amount of revenues from these online “casinos”.
In June 2008, we began the development of an online biofuels exchange called the “US-BX”. These development activities, which included the design and programming of the US-BX web site, were nearing completion in November 2008. In November 2008, we were presented with an opportunity to acquire ubroadcast, Inc. After investigating this opportunity, our Board of Directors determined that the interests of our company and our shareholders would best be served by acquiring ubroadcast, Inc. rather than to continue to pursue the development and start-up of the US-BX. In January 2009, we acquired ubroadcast, Inc. In connection with our acquisition of ubroadcast, Inc., there occurred a change in control of our company. The business plan of ubroadcast, Inc. became our company’s business plan.
2009 Events
In January 2009, in a combination accounted for as a reverse-acquisition, the Company acquired ubroadcast, Inc., the owner of ubroadcast.com, an Internet broadcasting web site. It is around ubroadcast.com that our business plan is structured.
On February 6, 2009, we changed our corporate name from Diamond I, Inc. to “ubroadcast, inc.” At the same time, we effected a 1-for-32 reverse split of our then-outstanding shares of common stock. In March 2009, we formed a new Voice Network Division, “BriteVoiceTM”, that will allow us to become a buyer and seller of telecommunications voice traffic, in the U.S. and internationally.
Recent Events
In February 2010, we acquired iVu Media Corp., an Alexandria, Virginia-based software company that developed and owns a state-of-the-art Video Content Management (VCM) system. iVu Media’s VCM works in tandem with a High Definition Playback technology, an Internet broadcasting platform that has attracted Fortune 500 clients, including Sony, Ford and Honda, Fox Sports and many leading international broadcasting firms.
In March 2010, we signed a letter of intent to acquire Santéon, Inc., an Alexandria, Virginia-based privately-held developer of business software solutions. Santéon’s clients include MetLife®, Fidelity®, Aetna® and numerous governmental agencies, including the United States Department of Defense. For 2009, Santéon had revenues of approximately $4,000,000. The acquisition of Santéon is proposed to be made with shares of our common stock. Pursuant to the letter of intent, the parties are to complete negotiations and sign a definitive agreement by the end of March 2010. However, there is no assurance that the proposed acquisition of Santéon will be consummated.
Overview
Founded in 2006, in San Diego, California, ubroadcast, Inc. developed proprietary software, with which anyone can host a live interactive radio show on the Internet. In July 2009, we launched “ubroadcast TV’‘, which will allow users to produce live television shows, as well as radio shows.
Since being established, our Internet broadcasting web site, ubroadcast.com, has received media attention and coverage in Rolling Stone Magazine, About.com, TechCrunch and ABC News. The San Diego Business Journal headline stated that the market for ubroadcast.com programs could be “Larger than MySpace® and YouTube®”.
Business Objective
Digital video recording (e.g., TiVo®) has forever altered the viewing habits of audiences. Our management believes that the traditional media outlets are failing to engage adequately their advertising clients’ respective customer bases. Unlike other new media outlets, ubroadcast.com has entered the industry to deliver true one-to-one interactive marketing solutions. We believe our strategy will successfully achieve our company’s objective of monetizing content to the benefit of our advertising clients.
In addition, we will achieve growth in enterprise value through the expansion of our ubroadcast.com subscriber base, which is currently approximately 26,000, because the value of our company can, in large measure, be estimated by assigning a market-based per-subscriber value to each of our subscribers. Also, we will enhance enterprise value through the placement of advertising on our web site.
Internet Broadcasting
What is ubroadcast.com? ubroadcast.com is a blend of user-generated content and our own original programming, in a high-quality Internet application. We believe we have created a way to “bridge the gap” between Internet and traditional network radio and television.
Our browser-based software allows anyone to host a live and interactive radio or television show on the Internet, in high-quality format. Combined with original programming and content that we produce, we offer an almost unlimited amount of high-quality content that appeals to the widest range of audiences.
We offer a synthesized advertising platform that traditional Internet video sites and traditional network television and radio are unable to deliver independently and a viral delivery mechanism that advertisers and sponsors seek. Our advertising platform has the capability to reach a potential audience of hundreds of millions, in a cost effective manner unattainable by traditional forms of radio or television broadcasting. Importantly, we are able to operate our business free of Federal Communications Commission, and other, regulation. Our operating platform is designed to allow simultaneous broadcasting by thousands of channels at any one time. Because we have designed our platform to be extremely user-friendly, new channels can go “live” online on ubroadcast.com at will. By giving the power to the individual to broadcast and interact online, we are collecting a pool of talented individuals from which to draw, as we continue to develop and produce our own high-quality original programming. Our management believes that our company is setting the standard with respect to independent Internet broadcasting.
The ubroadcast Application. Even a technical novice can easily set up a ubroadcast “channel” and begin broadcasting almost instantly from any location with our proprietary ubroadcast audio software. Our ubroadcast TV website, which is expected to launch in the secondfirst quarter of 2009, may replace the current audio version of the software and will add expanded video capability that will include the following features:
Important features of our ubroadcast TV software platform include:
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The software is a robust platform built to handle, literally, an unlimited amount of viewers or listeners;
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The software provides “crystal-clear” live broadcasting from nearly any location at 30 frames per second, with an Internet connection (including mobile broadband) using only 200 Kbs bit rate for video and 44 Kbs bit rate for audio;
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The software provides the “power” and features of traditional live network television broadcasting at a fraction of the expense;
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The software delivers high-quality picture and sound, even with “entry level” equipment; and
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The software is designed to facilitate ease of learning and site navigation by new users.
Important features of our ubroadcast TV Player include:
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The player embeds live event or recorded video in any web page or third party site;
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The player is Mac® and PC compatible, requiring no separate installation or download by the user;
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The player features a “viral forwarding” function;
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The player permits real-time audience participation via an optional chat module;
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The player provides high quality video and audio for a superior user experience;
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The player features a television-style channel guide and channel-changing capability so as to keep users engaged on the ubroadcast.com web site; and
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For potential advertisers, the player provides unlimited sponsorship and branding options, through targeted advertising solutions.
iVu Media. With the February 2010 acquisition of iVu Media Corp., we added powerful suite of software to our Internet broadcasting capabilities. iVu Media is a software company that has developed a proprietary state-of-the-art Video Content Management (VCM) system. iVu Media's VCM works in tandem with a High Definition Playback technology, an Internet broadcasting platform that has attracted Fortune 500 clients, including Sony, Ford and Honda, Fox Sports and many leading international broadcasting firms.
The iVu Media platform, which we will, over time, merge into our ubroadcast.com platform, offers a rich set of next generation features and functions focused on enhancing the user online video viewing experience. The iVu Media platform offers the industry first multi-player playback technology, as well as the industry first true interactive experience through contextual ad-serving capabilities, user interactive social networking capabilities, multiple viewing options such as PPV and P2V as well as a comprehensive administrative and business reporting and dashboard.
The iVu Media platform aims to establish a new vision of how rich content should be managed and monetized, offering extensive management capabilities of digital assets with full DRM protection, geo-blocking features, as well as support for multi-level portal design for retailers and their affiliates with full workflow and process automation of content distribution and tracking.
By integrating iVu Media's VCM into our ubroadcast.com Internet broadcasting platform, ubroadcast.com will have significantly increased the flexibility and power of its platform, placing it in a stronger position to generate revenues from the website's operations, especially within the corporate communications niche market.
ubroadcast Entertainment GroupTM
General. We established ubroadcast Entertainment Group during the last quarter of 2009. The Entertainment Group is a new division dedicated to the development and acquisition of content for distribution on our ubroadcast.com web site. The Entertainment Group seeks to establish itself as the leading Internet-based distributor of original entertainment content, through the company’s ubroadcast.com web site.
Because we believe ubroadcast.com is uniquely positioned to exploit a sizable market niche that exists for the Internet-based distribution of so-called ‘indie’ content, it is our expectation that the Entertainment Group will be able to deliver abundant content for distribution through our rapidly growing ubroadcast.com web site.
ubroadcast FilmTM. This division is responsible for the development and acquisition of original film content for distribution through our ubroadcast.com Internet broadcasting platform.
In its role, ubroadcast Film intends to produce revenue by at least five methods. The first four methods are user-generated revenue streams that will result from the web site’s aesthetics and quality of content. A fifth method for producing revenues are web site advertising sales.
Film Sales. This will be the most basic method for generating revenues. We expect that the web site will attract traffic due to the quality of content we acquire and develop in-house. Each film will be available by streaming or download for a fee. These fees would likely be split with the particular film maker.
Subscriptions for Film Resources. The web site will also feature a product available by annual subscription that would provide access to our “how-to-make-a-film tutorial, plus a “support group” feature for use as a subscriber makes his film or films. Each resource within the “support group” would be available for a subscription fee.
Discovery Program. This ubroadcast Film program is aimed at the discovery of new talent, including filmmakers and actors. In this program, filmmakers would submit films to be considered for acceptance into our Discovery Program. Once a month, a new filmmaker would be accepted into the Discovery Program. Once admitted into the program, selected filmmakers would receive agent representation and access to ubroadcast Film’s exclusive strategic partnerships. Also, actors would audition for an opportunity to gain acceptance into our Discovery Program and representation with a talent agency. We would guarantee an admitted actor’s representation by an agent. Each submission or audition would generate revenues for ubroadcast Film.
Online Film Festivals. This is the vehicle by which ubroadcast Film would conduct an online competition for filmmakers, as we start to acquire and distribute films. Again, competitors would pay an entry fee to ubroadcast Film. This online event would become ubroadcast Film’s largest, most-publicized event, an online version of the Sundance Film Festival.
Ad Sales. Based on our experience, we will be able to garner significant from web site advertising, once we achieve approximately 500,000 unique visitors.
Business Implementation Strategy and Marketing
Our management believes that conventional media is failing to engage their clients’ customer bases. Digital video recorders have proven to be a TV commercial killer. Satellite radio has negatively impacted radio advertising. Newspaper subscriptions are in dramatic decline as more and more people are getting their news from online sources. New media channels, like ubroadcast.com. are stepping in to deliver true one-to-one interactive marketing solutions for advertisers.
Our innovative platform, including the acquired platform of iVu Media, represents is a new-media channel for advertisers seeking to reach a highly-profiled audience with interactive marketing and promotions and a strong “viral marketing” component, whereby broadcasters build their own audiences and inspire some of those audience members to become broadcasters themselves. This level of targeted and profiled advertisements cannot be accomplished with traditional television advertising.
Our basic revenues streams are derived from the following:
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Advertising and sponsorship opportunities on a limitless amount of targeted content that is enhanced by a viral marketing component.
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“Pay Per View” and other premium channel service or programming packages including live music and sports broadcasts.
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Corporate and specialized “white label” commercial-free uses of our technology that are offered via a license or monthly fee to the user.
ubroadcast.com leverages a perceived advantage that it has over traditional television and radio broadcasting - viral marketing. While traditional TV and radio can benefit from “word of mouth” recommendations of various programming, ubroadcast’s content spreads to the world with a click of a mouse button, because of the rapid information dissemination mechanism inherent to the Internet.
In order to “seed” our potential audience, ubroadcast.com intends to initiate, once necessary capital is obtained, a substantial advertising and marketing campaign to gain new viewers, broadcasters and advertisers.
Our strategy for garnering brand name recognition and creating the start of a viral effect includes:
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Targeted online adverting to our user demographic.
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Live sponsorship and exclusive events with major performers that are broadcast exclusively on ubroadcast.
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Syndication of programming and partnerships to place the ubroadcast player on third party websites therefore increasing brand recognition.
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Recruiting talent and individuals with an existing, loyal following or user base to produce a show on ubroadcast.
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Aggressively market ubroadcast with “in-the-field” teams at music, sports and community events where our representatives can hand out promotional items and free broadcasting equipment from a customized mobile broadcast vehicle that doubles as a portable live broadcast studio. ubroadcast did its first major live remote broadcast at the Safeway vs. Nabisco Celebrity All-Star game in Berkeley, California. Sports super stars including Jerry Rice, Vida Blue, Steve Garvey and more all appeared on the ubroadcast pre-game show hosted by Tonight Show regular Bob Sarlatte, followed by a complete play-by-play of the game.
BriteVoiceTM
In March 2009, we formed our Voice Network Division, “BriteVoice”, a buyer and seller of telecommunications voice traffic in the U.S. and internationally. Importantly, as it relates to our ubroadcast.com structure, BriteVoice will enable us to terminate calls on our own in-house network and provide our “broadcasters” (television and radio) with a unique call-in number for users to listen and interact with ubroadcast.com shows, including mobile phone users listening by streaming audio through their car radio.
In addition to its use in our business, this division sells and smarket wholesale voice traffic to other service providers, social networking sites and other organizations as an additional revenue stream.
BriteVoice has entered into a management agreement with a privately-held third-party, Eastern Point Communications, to serve as manager of BriteVoice. This management agreement operates on renewable thirty-day terms, with a thirty-day termination notice required. In connection with this agreement, we issued 250,000 shares of our common stock as a signing bonus. Eastern Point is paid a management fee up to $25,000 per month, but only out of “net profits”, plus a monthly performance bonus paid in shares of our common stock, at then-market value, equal to 1.5% of BriteVoice’s gross revenues for the prior month.
Our Competitive Advantages and Disadvantages
Competitive Advantages. Our management believes that our ubroadcast.com Internet broadcasting platform will provide certain competitive advantages over our competition, including ease of use and the high quality of broadcasting through our web site.
Competitive Disadvantages. While our management believes we possess certain competitive advantages, there are certain competitive disadvantages that we must overcome, including the following:
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Small Capital Base. We do not currently possess sufficient capital to pursue of full plan of business.
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Limited In-House Human Resources. Due to our lack of capital, we have not been able to hire personnel that possess the experience and expertise that we will require as we expand our business. We may never possess adequate capital resources to attract such persons. Our inability to do so would likely cause our business prospects to suffer.
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Lack of Brand Name Recognition. We do not possess the brand name recognition currently enjoyed by many of our competitors, including YouTube.com and Facebook.com. We may never achieve brand name recognition at a level that would allow us to be successful.
Industry
The Internet is the ultimate free market. With few barriers to entry, there is a constant flow of new web sites competing for the attention of Internet users.
Some of the most visited web sites offer video content and these web sites enjoy wide spread recognition. We may never be able to compete successfully against these web sites. (See ``Competition”).
Competition
We are not the first to offer video on the Internet. However, we belive our combination of live, user-generated and original content is unlike anything else currently available on the Internet. We have closely studied the problems and failures with other videos sites to build our business model.
Our competitors include:
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YouTube/Yahoo Video. Online video sites do not possess a live capability and are not focused on a quality video experience for the viewer or original programming. These sites act as a destination for users to upload content. They also have no interactive capability while a video is in progress.
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UStream/JustinTV/NowLive/Stickam. Other sites that do offer live video broadcasting, such as NowLive and Stickam, offer no original programming and are more focused as a social network experience to broadcast among friends.
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Hulu. Only offers video on demand of network television programming, and does not offer original programming or give the user the option to broadcast or interact.
Regulation
Currently, neither the Internet, in general, nor our business, in particular, is subject to direct governmental regulation. This may change in the future. However, we cannot predict how any such future regulations will affect our business.
Employees
We currently have 10 employees, three of whom are officers. As our operations expand, we expect that we will hire non-management employees on as-needed basis, as well as retain the services of independent contractors and outside professionals on an as-needed basis.
Item 1A.
Item 1A. Risk Factors
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
In 2006, we filed patent applications with the U.S. Patent and Trade Mark Office relating to our ubroadcast audio software. We are unable to estimate when and if we will obtain such a patent.
We own a registered trademark relating to both the name “ubroadcast” and our “pulse” logo. We also own a small amount of office equipment sufficient to conduct our business.
Item 3.
Item 3. Legal Proceedings
We are not currently involved in any material legal proceedings.
Item 4.
Item 4. Submission of Matters to Vote of Security Holders
No matter was submitted to our shareholders during the last three months of 2009.
In January 2009, holders of a majority of our common stock, acting by written consent in lieu of a meeting, approved an amendment to our amended and restated certificate of incorporation. whereby our authorized capital would be increased to 4,000,000,000 shares of $.001 par value common stock and 50,000,000 shares of $.001 par value preferred stock. This amendment was filed on January 26, 2009.
In February 2009, holders of a majority of our common stock, acing by written consent in lieu of a meeting, approved an amendment to our amended arid restated certificate of incorporation, whereby (1) our corporate name would change from Diamond I, Inc. “ubroadcast inc.”, (2) our common stock would be reverse split on a 1-for-32 basis and (3) our authorized capital would be decreased from 4,000,000,000 to 700,000,000 shares of $.001 par value common stock and 50,000,000 shares of $.001 par value preferred stock. This amendment was filed on February 6, 2009.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the OTC Bulletin Board, under the symbol “UBCI”. Previously, our common stock has been quoted on the OTC Bulletin Board. under the symbol “DMOI”. The table below sets forth, for the periods indicated, the high and low prices for cur common stock, as reported by the OTC Bulletin Board. These quotations as reported by the OTC Bulletin Board reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.
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* The foregoing prices have been adjusted to reflect a 1 -for-32 reverse split occurring in February 2009.
You should note that our common stock is likely to experience significant fluctuations in its price and trading volume. We cannot predict the future trading patterns of our common stock.
Holders
On April 12, 2010, the number of record holders of our common stock, excluding nominees and brokers, was 201 holding 183,189,126 shares.
Dividends
We have never paid cash dividends on our common stock. We intend to re-invest any future earnings into our company for the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
Recent Issuances of Unregistered Securities
During the last three months of 2009, we issued unregistered securities, as follows:
1. (a) Securities Sold in November 2009. 1,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Neil Bagg (900,000 shares) and Don Buchwald & Associates (100,000 shares); (c) Consideration. Such shares of common stock were issued pursuant to a letter agreement and were valued at $45,000, in the aggregate; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
2. (a) Securities Sold in January 2009. 2,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Heriberto Cruz; (c) Consideration. Such shares of common stock were issued pursuant to a consulting agreement and were valued at $72,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
3. (a) Securities Sold in December 2009. 250,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Gil Fuentes; (c) Consideration. Such shares of common stock were issued pursuant for $5,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
4. (a) Securities Sold in December 2009. 750,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John L. Castiglione (250,000 shares), Jason Sunstein (250,000 shares) and David Loflin (250,000 shares); (c) Consideration. Such shares of common stock were issued as bonuses and were valued at $21,750, in the aggregate; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
Subsequent to December 31, 2009, we have issued unregistered securities, as follows:
5. (a) Securities Sold. 4,000,000 units of securities; (b) Underwriter or Other Purchasers. Such securities were issued to Michael Irwin; (c) Consideration. Such securities were issued for $50,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company. Each unit includes one share of common stock and one warrant to purchase an additional share of common stock for a period of ninety days.
6. (a) Securities Sold. 1,284,710 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John L. Castiglione (614,174 shares) and Jason Sunstein (670,536 shares); (c) Consideration. Such shares of common stock were issued in repayment of cash expenses advanced in the total amount of $31,117; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
7. (a) Securities Sold. 500,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Douglas Hay; (c) Consideration. Such shares of common stock were issued pursuant to a consulting agreement and were valued at $10,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
8. (a) Securities Sold. 500,000 warrants to purchase shares of common stock were issued; (b) Underwriter or Other Purchasers. Such warrants were issued to Douglas Hay; (c) Consideration. Such warrants were issued pursuant to a consulting agreement; (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company; and (e) Terms of Conversion or Exercise. The exercise price of the warrants is $.02 per share. All of the warrants are exercisable until February 2013.
9. (a) Securities Sold. 500,000 warrants to purchase shares of common stock were issued; (b) Underwriter or Other Purchasers. Such warrants were issued to Douglas Hay; (c) Consideration. Such warrants were issued pursuant to a consulting agreement; (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company; and (e) Terms of Conversion or Exercise. The exercise price of the warrants is $.05 per share. All of the warrants are exercisable until February 2013.
10. (a) Securities Sold. 9,751,595 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John L. Castiglione (4,439,585 shares), Jason Sunstein (4,973,121 shares) and David Loflin (338,889 shares); (c) Consideration. Such shares of common stock were issued in repayment of loans in the total amount of $175,528; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
11. (a) Securities Sold. 10,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Peter Rusy (8,000,000 shares) and Ashraf M. Rofail (2,000,000 shares); (c) Consideration. Such shares of common stock were issued in the acquisition of iVu Media Corp., pursuant to a plan and agreement of reorganization; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments
In January 2009, in a combination that will be accounted for as a reverse-acquisition, we acquired ubroadcast, Inc., the owner of ubroadcast.com, an Internet broadcasting web site. It is around ubroadcast.com that our business plan is now structured.
In February 2009, we changed our corporate name from Diamond I, Inc. to “ubroadcast, inc.” At the same time, we effected a 1-for-32 reverse split of our then-outstanding shares of common stock. All share numbers appearing herein reflect this reverse stock split.
In March 2009, we formed a new Voice Network Division, “BriteVoiceTM”, that will allow us to become a buyer and seller of telecommunications voice traffic, in the U.S. and internationally. Importantly, as it relates to our ubroadcast.com structure, BriteVoice will enable us to terminate calls on our own in-house network and provide our “broadcasters” (television and radio) with a unique call-in number for users to listen and interact with ubroadcast.com shows, including mobile phone users listening by streaming audio through their car radio.
In June 2008, we began the development of an online biofuels exchange called the “US-BX”. These development activities, which included the design and programming of the US-BX web site, were nearing completion in November 2008. In November 2008, we were presented with an opportunity to acquire ubroadcast, Inc. After investigating this opportunity, our Board of Directors determined that the interests of our company and our shareholders would best be served by acquiring ubroadcast, Inc. rather than to continue to pursue the development and start-up of the US-BX.
Critical Accounting Policies
While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.
Revenue Recognition. We charged our customers service fees for Internet access and recognized the revenue in the month the services are provided.
Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.
Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.
Stock-Based Compensation. We account for stock-based compensation based on the provisions of Statement of Financial Accounting Standards No. 123. In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment, (FAS-123R). This statement replaces FAS-123, Accounting for Stock-Based Compensation, supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FAS-95, Statement of Cash Flows. FAS-123R requires companies to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees and to record compensation cost for all stock awards granted after the required effective date and for awards modified, repurchased or cancelled after that date. The scope of FAS-123R encompasses a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.
Newly issued accounting standards. Effective July 1, 2009, the FASB established the Accounting Standards Codification as the primary source of authoritative GAAP recognized by the FASB to be applied to non-governmental entities. Although the establishment of the ASC did not change current GAAP, it did change the way we refer to GAAP throughout this document to reflect the updated referencing convention.
On January 1, 2009, we adopted ASC 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51,” (ASC 160). ASC 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard defines a non-controlling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. ASC 160 requires, among other items, that a non-controlling interest be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and non-controlling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and non-controlling interest all on the consolidated statement of operations; and if a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The presentation and disclosure requirements of ASC 160 were applied retrospectively.
In April 2009, the FASB issued ASC 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” ASC 141(R)-1). This pronouncement amends ASC 141-R to clarify the initial and subsequent recognition, subsequent accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, as determined in accordance with ASC 157, if the acquisition-date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies” (ASC 5), and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss.” ASC 141(R)-1 became effective for the Registrants as of January 1, 2009. As the provisions of ASC 141(R)-1 are applied prospectively to business combinations with an acquisition date on or after the guidance became effective, the impact on our financials cannot be determined until the transactions occur.
In April 2009, the FASB issued ASC 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (ASC 157-4), which provides additional guidance for applying the provisions of ASC 157. ASC 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This ASC requires an evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction is not orderly, other valuation techniques must be used when estimating fair value. ASC 157-4 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on our financial statements.
In April 2009, the FASB issued ASC 107-1 and Accounting Principles Board (APB) No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends ASC 107, “Disclosures About Fair Value of Financial Instruments,” (ASC 107) and APB Opinion No. 28, “Interim Financial Reporting,” respectively, to require disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required by ASC 107. ASC 107-1 and APB No. 28-1 will be required for interim periods ending after June 15, 2009. As ASC 107-1 and APB No. 28-1 provides only disclosure requirements; the application of this standard will not have a material impact on our financial statements.
In April 2009, the FASB issued ASC 115-2 and ASC 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (ASC 115-2 and ASC No. 124-2), which amends ASC 115, “Accounting for Certain Investments in Debt and Equity Securities” and ASC 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations”. This standard establishes a different other-than-temporary impairment indicator for debt securities than previously prescribed. If it is more likely than not that an impaired security will be sold before the recovery of its cost basis, either due to the investor’s intent to sell or because it will be required to sell the security, the entire impairment is recognized in earnings. Otherwise, only the portion of the impaired debt security related to estimated credit losses is recognized in earnings, while the remainder of the impairment is recorded in other comprehensive income and recognized over the remaining life of the debt security. In addition, the standard expands the presentation and disclosure requirements for other than-temporary-impairments for both debt and equity securities. ASC 115-2 and ASC 124-2 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on our financial statements.
On May 28, 2009, the FASB issued ASC 855, Subsequent Events. Although ASC 855 does not significantly change current practice surrounding the disclosure of subsequent events, it provides guidance on management's assessment of subsequent events and the requirement to disclose the date through which subsequent events have been evaluated. ASC 855 became effective on June 30, 2009. We have evaluated subsequent events through April 12, 2010, the date our consolidated financial statements were available to be issued for this Annual Report on Form 10-K for the year ended December 31, 2009.
Results of Operations
Revenues. We generated $26,800 in revenues during fiscal 2008. During fiscal 2009, we generated a total of $449,023 in revenues from our operations. Nearly all of the current period’s revenues were derived from the BriteVoice Segment’s activities. For the calendar year 2010, we expect that our BriteVoice Segment will generate a
significant majority of our revenues. However, we expect our Broadcasting Segment to generate increasing revenues on a month-by-month basis.
Expenses. Our overall operating expenses during fiscal 2009 were $1,980,302 compared to $744,267 for fiscal 2008. This difference in operating results is due to our increased business activities during the current period compared to the prior period. Our non-cash operating expenses, which include stock issued for finder’s fees and accrued salaries, totaled $845,250 for fiscal 2009 compared to $386,200 for fiscal 2008. We issued a total of 14,378,750 shares of our common stock to professionals and consultants for services and a total of 22,849,315 shares of our common stock in payment of finder’s fees, accrued salaries and bonuses during 2009, which shares were valued for financial reporting purposes at $1,302,896, in the aggregate. Until we obtain significant operating capital, it can be expected that we will issue additional shares of our common stock to third-parties in payment of services rendered on our behalf.
Financial Condition
Since our inception, we have incurred losses from operations and at December 31, 2009, we had an accumulated deficit of $2,929,214 and we have not possessed an abundance of capital. During 2009, the completion of our redesigned ubroadcast.com web site, which includes our “ubroadcast TV” service, was slowed, due to our lack of capital and, overall, we operated with little available cash. During 2009, we obtained cash from financing activities in the amount of $89,510 from privates sales of our common stock and $13,325 in the form of a loan from a shareholder. The loans and advances on account from our officers and directors are not evidenced by promissory notes, bear interest at 8% per annum and are payable on demand. These persons have advised us that they do not intend to demand repayment, until such time as repayment would not adversely affect our capital position. All of the funds obtained and the costs advanced on our behalf were applied to operating costs, including professional fees, and to software services associated with the redesign of our ubroadcast.com web site.
Nevertheless, our redesigned ubroadcast.com was launched in July 2009 and we have begun to generate revenues from subscriptions to our Internet Broadcasting services and from web site advertising. At December 31, 2009, we had a working capital deficit of $320,814 and we remain substantially illiquid. We are seeking capital with which to complete our business objectives and we cannot assure you that we will be successful in this regard.
Management’s Plans Relating to Future Liquidity
We currently possess approximately $4,240 in cash. We will require substantial additional capital to maximize the potential that we believe our ubroadcast TV holds. We may never obtain sufficient capital for this business to become profitable. To date, we have not received a commitment for an equity investment or a loan in any amount.
Capital Expenditures
During 2009, we made capital expenditures in the amount of $18,000. During 2008, we made no capital expenditures. Should we obtain the capital required to pursue our plan of business in full, we expect that we will make significant capital expenditures. However, we cannot predict the exact amount of these potential expenditures.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
The required financial statements appear at the end of the Annual Report on Form 10-K, beginning on page.
Item 9.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
On April 30, 2007, we dismissed Malone & Bailey, P.C. as our independent auditor. At the time of the dismissal, there was no disagreement with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On April 30, 2007, we engaged Farmer, Fuqua & Huff, P.C. as our new independent auditor, to audit our financial statements for the year ended December 31, 2007, and
succeeding years. The decision to change auditors was approved by the audit committee of our board of directors, as well as our board of directors.
On May 11, 2009, Farmer, Fuqua & Huff, P.C. was replaced as our independent auditor. At the time of the auditor change, there was no disagreement with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On May 11, 2009, we engaged Swalm & Associates, P.C. as our new independent auditor, to audit our financial statements for the year ended December 31, 2009, and succeeding years. The decision to change auditors was approved by our board of directors.
Item 9A(T).
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934 (“the Exchange Act”), that are designed to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on his evaluation as of the end of the period covered by this Annual Report on Form 10-K, our President and one of our Executive Vice Presidents, who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2008, using the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our management concluded that, as of December 31, 2009, our internal control over financial reporting was not effective. Due to our lack of capital, our management determined that our control environment, risk assessment functions, control activities, information and communication functions and monitoring systems were not effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Officers
The following table sets forth the officers and directors of ALL Fuels & Energy Company.
Our current officers and directors serve until the next annual meeting of our board of directors or until their respective successors are elected and qualified. All officers serve at the discretion of our board of directors. There exist no family relationships between our officers and directors. Certain information regarding the backgrounds of each of the officers and directors is set forth below.
John L. Castiglione is a founder of ubroadcast, Inc. and has worked on ubroadcast, Inc.’s development since September 2005, including ubroadcast, Inc.’s pre-formation activities. Prior to his work on ubroadcast, Inc., from 2000 through August 2005, Mr. Castiglione was employed as Vice President of Marketing by Viper Networks, Inc., a publicly-traded San Diego, California-based diversified technology development company.
Jason Sunstein is a founder of ubroadcast, Inc. and has worked on ubroadcast, Inc.’s development since September 2005, including ubroadcast, Inc.’s pre-formation activities. Prior to his work on ubroadcast, Inc., from 2000 through August 2005, Mr. Sunstein was employed as Vice President of Finance by Viper Networks, Inc., a publicly-traded San Diego, California-based diversified technology development company.
David Loflin has, since June 2003, served as an executive officer and a director of our company. From June 2003 to January 2009, Mr. Loflin served as our president. In January 2009, Mr. Loflin became one of our executive vice presidents and our treasurer.
Board of Directors
The Company’s full board did not meet during 2009 and took action by unanimous written consent in lieu of a meeting on 56 occasions.
Executive Committee
Our board of directors created an executive committee to facilitate management between meetings of the full board of directors. Until January 26, 2009, the executive committee was composed of David Loflin (chairman), Waddell D. Loflin and Gregory A. Bonner. Since the resignations of Messrs. Waddell Loflin and Bonner on that date, the executive committee has had two vacancies.
Pursuant to our bylaws, between meetings of the full board, the executive committee has the full power and authority of the board in the management of our business and affairs, except to the extent limited by Delaware law. Pursuant to the bylaws of the executive committee, as adopted by the full board, the executive committee has the authority to exercise all powers of the board, except the power:
- to declare dividends;
- to sell or otherwise dispose of all or substantially all of our assets;
- to recommend to our shareholders any action requiring their approval; and
- to change the membership of any committee, fill the vacancies thereon or discharge any committee.
Audit Committee
Until January 26, 2009, the audit committee was composed of Ira R. Witkin (chairman), Gregory A. Bonner and David Loflin. Since the resignations of Messrs. Waddell Loflin and Bonner on that date, we do not have an audit committee.
Compensation of Directors
We do not pay any of our directors for their services as directors. It is possible that our management could begin to pay our directors for meetings attended, grant a small number of stock options or issue shares of our common stock for their services. However, no specific determination in this regard has been made.
Limitation of Liability and Indemnification
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors. Our restated certificate of incorporation provides that a director will not be personally liable to us or to our shareholders for monetary damages for any breach of fiduciary duty as a director, but will continue to be subject to liability for the following:
-
any breach of the director’s duty of loyalty to us or to our shareholders;
-
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
-
unlawful payment of dividends or unlawful stock repurchases or redemptions; and
-
any transaction from which the director derived an improper personal benefit.
If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief remain available under Delaware law. Our restated certificate of incorporation does not affect a director’s responsibilities under any other laws, such as state or federal securities laws or state or federal environmental laws.
In addition, we have entered into agreements to indemnify our directors and executive officers to the fullest extent permitted under Delaware law, including the non-exclusivity provisions of Delaware law, and under our bylaws, subject to limited exceptions. These agreements, among other things, provide for indemnification of our directors and executive officers for fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. We believe that these bylaw provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also intend to maintain liability insurance for our officers and directors.
The limitation of liability and indemnification provisions in our restated certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Item 11.
Item 11. Executive Compensation
The following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of ubroadcast, inc. at any time during the years ended December 31, 2009, 2008 and 2007, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time during 2009, 2008 and 2007. The foregoing persons are collectively referred to herein as the “named executive officers”. Compensation information is shown for the years ended December 31, 2009, 2008 and 2007.
Summary Compensation Table
____________________
Note A:
Mr. Loflin served as our president or acting chief financial officer, until our January 2009 acquisition of ubroadcast, Inc.
(1)
Mr. Castiglione was issued a total of 3,174,105 shares of our common stock in payment of his salary.
(2)
Mr. Castiglione’s bonus amount was paid by the issuance of 2,010,000 shares of our common stock.
(3)
Mr. Sunstein was issued a total of 3,174,105 shares of our common stock in payment of his salary.
(4)
Mr. Sunstein’s bonus amount was paid by the issuance of 2,010,000 shares of our common stock.
(5)
During 2009, Mr. Loflin was paid $226,000 in salary, as follows: (A) $63,000 of this amount was not paid and was accrued; (B) $75,000 of this amount represented accrued salary from 2008, and Mr. Loflin was issued 2,343,750 shares of our common stock in payment of this accrued salary; and (C) $88,000 of this amount was paid by issuing Mr. Loflin a total of 3,174,105 shares of our common stock.
(6)
Mr. Loflin’s bonus amount was paid by the issuance of 4,666,250 shares of our common stock.
(7)
In addition to this amount of salary and bonus, Mr. Loflin was issued 7,000,000 shares in consideration of changing legal position, which shares were valued at $350,000.
(8)
Mr. David Loflin was paid $105,000 of his 2008 salary, $75,000 of his 2008 salary was not paid. This amount has been accrued. In addition, Mr. Loflin was issued 781,250 shares of our common stock in payment of $225,000 in accrued salary.
(9)
Mr. David Loflin was paid $12,100 of his 2007 salary, $167,900 of his 2007 salary was not paid. This amount has been accrued. In addition, Mr. Loflin was issued 9,735,904 shares of our common stock in payment of $204,454 in accrued salary.
(10)
Mr. Waddell Loflin was paid $78,000 of his 2008 salary; $42,000 of his 2008 salary was not paid. This amount has been accrued. In addition, Mr. Loflin was issued 156,250 shares of our common stock in payment of $150,000 in accrued salary.
(11)
Mr. Waddell Loflin was paid $3,200 of his 2007 salary; $116,800 of his 2007 salary was not paid. This amount has been accrued. In addition, Mr. Loflin was issued 6,427,047 shares of our common stock in payment of $134,968 in accrued salary.
Employment Contracts and Termination of Employment and Change-in-Control Agreements
In April 2009, the Company entered into employment agreements with two of its officers, John L. Castiglione and Jason Sunstein. The employment agreements of Messrs. Castiglione and Sunstein provide for each to be paid a monthly salary of $11,000. Under each of these agreements, the officers may elect to be issued shares of our common stock in payment of unpaid salary. During the year ended December 31, 2009, we issued a total of 3,174,105 shares to each of these officers in payment of $88,000 (per officer) in accrued salary. In December 2009, the employment agreements of Messrs. Castiglione and Sunstein were amended to increase their salaries to $12,500 per month. Each of these agreements, as amended, has a term of three years.
Also in April 2009, the Company entered into an amended and restated employment agreement with another of our officers, David Loflin. At the time of the signing of this amended and restated employment agreement, Mr. Loflin was issued 7,000,000 shares of Company common stock, in consideration of his changing his legal position. Mr. Loflin’s employment agreement, as amended, provided for him to be paid a monthly salary of $11,000. Under this agreement, as amended, Mr. Loflin may elect to be issued shares of Company common stock in payment of unpaid salary. During the year ended December 31, 2009, we issued a total of 3,174,105 shares to Mr. Loflin in payment of $88,000 in accrued salary. At December 31, 2009, Mr. Loflin had $63,000 in accrued and unpaid salary, which was paid in January 2010, by the issuance of 2,739,130 shares of our common stock. In December 2009, the employment agreement of Mr. Loflin was amended to increase his salary to $12,500 per month. This agreement, as amended, has a term of three years.
The Company has no compensatory plan or arrangement that results or will result from the resignation, retirement or any other termination of an executive officer’s employment or from a change in control or a change in an executive officer’s responsibilities following a change in control.
Outstanding Option Awards at Year End
The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding at December 31, 2009, for each named executive officer.
Outstanding Equity Awards at Fiscal Year-End
Director Compensation
The following table sets forth the compensation paid to our directors for our fiscal years ended December 31, 2009 and 2008.
Director Compensation
____________________
(1)
$5,600 of this amount relates to stock awards made in 2008; $2,100 of this amount relates to stock awards made in 2007; and $7,200 of this amount relates to stock awards made in 2006.
(2)
This amount relates to stock awards made in 2008.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date hereof, information regarding beneficial ownership of our capital stock by (i) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) each of the named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the date hereof.
All percentages in the following table are based on a total of 183,189,126 shares of common stock outstanding as if the date hereof. Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o 1666 Garnet Avenue, Suite 312, San Diego, California 92109.
____________________
(1)
Based on 183,189,126 shares outstanding.
(2)
3,511,272 of these shares are owned by Stone Bridge Capital Partners.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
2010 Transactions
In February 2010, we issued a total of 9,751,595 shares of our common stock in payment of a total of $175,528 in loans made to us by our current directors, as follows: (A) John L. Castiglione was issued 4,439,585 shares in payment of $79,912 in loans made to us; (B) Jason Sunstein was issued 4,973,121 shares in payment of $89,516 in loans made to us; and (C) and David Loflin was issued 338,889 shares in payment of $6,100 in loans made to us.
In January 2010 we issued a total of 1,284,710 shares of our common in payment a total of $31,117 in cash expenses advanced on our behalf by two of our directors, as follows: (A) John L. Castiglion was issued 614,174 shares in payment of $15,354 in cash expenses advanced; and (B) Jason Sunstein was issued 670,536 shares in payment of $16,763 in cash expenses advanced.
2009 Transactions
Acquisition of ubroadcast, Inc. In January 2009, pursuant to a plan and agreement of merger, the Company acquired ubroadcast, Inc. As a result of this transaction, the Company experienced a change in control. The Company’s new directors, John L. Castiglione and Jason Sunstein, received 34,793,063 shares and 31,693,106 shares, respectively, of Company common stock in the acquisition transaction and, together, are able to control Company policies and activities.
Stock Issued for Salary. In January 2009, the Company issued 5,000,000 shares of common stock in payment of all accrued salary of David Loflin of $75,000 and as a retention bonus in the amount of $85,000. This transaction was completed in conjunction with the acquisition of ubroadcast, Inc.
Employment Agreements. In April 2009, the Company entered into employment agreements with two of its officers, John L. Castiglione and Jason Sunstein. The employment agreements of Messrs. Castiglione and Sunstein provide for each to be paid a monthly salary of $11,000. Under each of these agreements, the officers may elect to be issued shares of our common stock in payment of unpaid salary. During the year ended December 31, 2009, we issued a total of 3,174,105 shares to each of these officers in payment of $88,000 (per officer) in accrued salary. In December 2009, the employment agreements of Messrs. Castiglione and Sunstein were amended to increase their salaries to $12,500 per month. Each of these agreements, as amended, has a term of three years.
Also in April 2009, the Company entered into an amended and restated employment agreement with another of our officers, David Loflin. At the time of the signing of this amended and restated employment agreement, Mr. Loflin was issued 7,000,000 shares of Company common stock, in consideration of his changing his legal position. Mr. Loflin’s employment agreement, as amended, provided for him to be paid a monthly salary of $11,000. Under this agreement, as amended, Mr. Loflin may elect to be issued shares of Company common stock in payment of unpaid salary. During the year ended December 31, 2009, we issued a total of 3,174,105 shares to Mr. Loflin in payment of $88,000 in accrued salary. At December 31, 2009, Mr. Loflin had $63,000 in accrued and unpaid salary, which was paid in January 2010, by the issuance of 2,739,130 shares of our common stock. In December 2009, the employment agreement of Mr. Loflin was amended to increase his salary to $12,500 per month. This agreement, as amended, has a term of three years.
Bonuses. In December 2009, the Company issued 250,000 shares to each of our directors, John L. Castiglione, Jason Sunstein and David Loflin, as retention bonuses. These shares were valued at $21,750, in the aggregate.
2008 Transactions
Stock Bonuses. During 2008, three former directors were issued a total of 218,750 shares of Company common stock, in payment of their services as directors. 73,750 of these shares were valued, for financial reporting purposes, at $.064 per share, or $6,000, in the aggregate. 125,000 of these shares were valued, for financial reporting purposes, at $.0416 per share, or $5,200, in the aggregate.
Stock Issued for Salary. During 2008, we issued a total 937,500 shares of common stock in payment of $375,000 in accrued salary of two of our officers. David Loflin was issued 781,250 of these shares in payment of $250,000 in accrued salary.
Director and Officer Indemnification
Our amended and restated certificate of incorporation contains provisions limiting liability of directors. In addition, we have entered into agreements to indemnify our directors and officers to the fullest extent permitted under Delaware law.
Item 14.
Item 14. Principal Accounting Fees and Services
The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2008 and 2007, for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning and (iv) all other fees for services rendered.
Item 15.
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Report:
1.
Financial Statements
-
Report of Independent Registered Public Accounting Firm
-
Consolidated Balance Sheets as of December 31, 2009 and 2008
-
Consolidated Statements of Operations for the Years Ended December 31, 20009, 2008 and 2007
-
Consolidated Statements of Stockholders’ (Deficit) Equity for the Years Ended December 31, 2009, 2008 and 2007
-
-
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements
2.
Financial Statement Schedules
Other schedules and exhibits are omitted because the required information either is not applicable or is shown in the financial statements or the notes thereto.
3.
Exhibits Required to be Filed by Item 601 of Regulation S-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on April 15, 2010, on its behalf by the undersigned, thereunto duly authorized.
UBROADCAST, INC.
By: /s/ JOHN L. CASTIGLIONE
John L. Castiglione
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed on April 15, 2010, by the following persons on behalf of the Registrant, in the capacities indicated:
/s/ JOHN L. CASTIGLIONE
John L. Castiglione
President and CEO (principal executive
officer) and Director
/s/ JASON SUNSTEIN
Jason Sunstein
Executive Vice President, Acting Chief
Financial Officer (principal financial
officer), Secretary, Treasurer and Director
/s/ DAVID LOFLIN
David Loflin
Executive Vice President and Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
As of the date of the filing of this report, neither the Registrant’s proxy materials nor annual report to shareholders has been sent to Registrant’s shareholders. Registrant plans to send a proxy statement to its shareholders.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
ubroadcast, inc.
San Diego, California
We have audited the accompanying consolidated balance sheets of ubroadcast, inc and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ubroadcast, inc. and subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not any include any adjustments that might result from the outcome of this uncertainty.
/s/ Swalm & Associates, P.C.
Plano, Texas
April, 15, 2010
UBROADCAST, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2009 and 2008
The accompanying notes are an integral part of these statements.
UBROADCAST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2009 and 2008
The accompanying notes are an integral part of these statements.
UBROADCAST, INC.
STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY
For the Year Ended December 31, 2009
The accompanying notes are an integral part of these statements.
UBROADCAST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2009 and 2008
UBROADCAST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2009 and 2008
The accompanying notes are an integral part of these statements.
UBROADCAST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
Note 1
Basis of Presentation
Nature of Company
Through December 31, 2008, ubroadcast, inc., a U.S. public company (the “Company”), was known as Diamond I, Inc. Previously, the Company was known as AirRover Wi-Fi Corp., Air-Q Wi-Fi Corporation and Covenant Financial Corporation.
During 2008, the Company generated a small amount of revenues from its online “casinos”. In June 2008, the Company began the development of an online biofuels exchange called the “US-BX”. These development activities, which included the design and programming of the US-BX web site, were nearing completion in November 2008. In November 2008, the Company was presented with an opportunity to acquire a privately-held Internet broadcasting company, ubroadcast, Inc. (“UBI”). After investigating the ubroadcast, Inc. opportunity, the Company’s Board of Directors determined that the best interests of the Company and its shareholders would be best served by acquiring ubroadcast, Inc. rather than to continue to pursue the development and start-up the US-BX.
On January 26, 2009, pursuant to an agreement and plan of merger, the Company acquired 100% of the common stock of UBI, in a combination that has been accounted for as a reverse-acquisition, by issuing a total of 80,000,000 shares of its common stock. In addition, the Company issued 500,000 shares of its common stock in payment of a finder’s fee in connection with the UBI acquisition. The number shares issued by the Company in the acquisition of UBI was determined through arm’s-length negotiations.
In connection with the Company’s acquisition of UBI, there occurred a change in control of the Company. The business plan of UBI has been adopted by the Company’s board of directors and the Company is pursuing the development of its “ubroadcast.com” web site and related activities.
ubroadcast.com is a blend of user-generated content and the Company’s own original programming, in a high-quality Internet application. The Company believes its has created a way to “bridge the gap” between Internet and traditional network radio and television. The Company’s browser-based software allows anyone to host a live and interactive radio or television show on the Internet, in high-quality format.
Consolidation
As of December 31, 2009, the Company had three wholly-owned subsidiaries:(a) ubroadcast, inc, a Nevada corporation; (b) Britespot, Inc., a Nevada corporation; and (c) ubroadcast Entertainment, Inc., a Nevada corporation (this subsidiary was formed in December 2009, but not capitalized until March 2010). Subsequent to December 31, 2009, the Company acquired 100% of the capital stock of iVu Media Corporation, a Delaware corporation. All material inter-company balances and inter-company transactions have been eliminated for the purpose of presenting the accompanying consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Equipment
Equipment consists of computer equipment stated at cost. Depreciation is computed using the straight-line method over the estimated economic lives of three years. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount.
Software
Software consists of the broadcasting software at cost. Depreciation is computed using the straight-line method over the estimated economic lives of three years. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Reverse Split
In February 2009, the Company effected a 1-for-32 reverse split of its common stock. Historical share information presented in the accompanying financial statements has been adjusted to reflect this reverse stock split.
Loss Per Share
The Company is required to provide basic and dilutive earnings (loss) per common share information. The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Stock Based Compensation
Prior to December 31, 2005, the Company accounted for stock based compensation under Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (123). As permitted
under this standard, compensation cost was recognized using the intrinsic value method described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Effective December 15, 2005, the Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (FAS 123R) and applied the provisions of the Securities and Exchange Commission Staff Accounting Bulletin No. 107 using the modified-prospective transition method. The Company had not issued any options to employees in the prior periods; thus, there was no impact of adopting the new standard.
Recent Accounting Pronouncements
Effective July 1, 2009, the Financial Accounting Standards Board (the “FASB”) established the Accounting Standards Codification as the primary source of authoritative GAAP recognized by the FASB to be applied to non-governmental entities. Although the establishment of the ASC did not change current GAAP, it did change the way the Company refers to GAAP throughout this document to reflect the updated referencing convention.
On January 1, 2009, the Company adopted Accounting Standard Codification (“ASC”) 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51,” (ASC 160). ASC 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard defines a non-controlling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. ASC 160 requires, among other items, that a non-controlling interest be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and non-controlling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and non-controlling interest all on the consolidated statement of operations; and if a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The presentation and disclosure requirements of ASC 160 were applied retrospectively.
In April 2009, the FASB issued ASC 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” ASC 141(R)-1). This pronouncement amends ASC 141-R to clarify the initial and subsequent recognition, subsequent accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, as determined in accordance with ASC 157, if the acquisition-date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies” (ASC 5), and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss.” ASC 141(R)-1 became effective for the Registrants as of January 1, 2009. As the provisions of ASC 141(R)-1 are applied prospectively to business combinations with an acquisition date on or after the guidance became effective, the impact on the Company’s financials cannot be determined until the transactions occur.
In April 2009, the FASB issued ASC 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (ASC 157-4), which provides additional guidance for applying the provisions of ASC 157. ASC 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This ASC requires an evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction is not orderly, other valuation
techniques must be used when estimating fair value. ASC 157-4 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on the Company’s financial statements.
In April 2009, the FASB issued ASC 107-1 and Accounting Principles Board (APB) No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends ASC 107, “Disclosures About Fair Value of Financial Instruments,” (ASC 107) and APB Opinion No. 28, “Interim Financial Reporting,” respectively, to require disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required by ASC 107. ASC 107-1 and APB No. 28-1 will be required for interim periods ending after June 15, 2009. As ASC 107-1 and APB No. 28-1 provides only disclosure requirements; the application of this standard will not have a material impact on the Company’s financial statements.
In April 2009, the FASB issued ASC 115-2 and ASC 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (ASC 115-2 and ASC No. 124-2), which amends ASC 115, “Accounting for Certain Investments in Debt and Equity Securities” and ASC 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations”. This standard establishes a different other-than-temporary impairment indicator for debt securities than previously prescribed. If it is more likely than not that an impaired security will be sold before the recovery of its cost basis, either due to the investor’s intent to sell or because it will be required to sell the security, the entire impairment is recognized in earnings. Otherwise, only the portion of the impaired debt security related to estimated credit losses is recognized in earnings, while the remainder of the impairment is recorded in other comprehensive income and recognized over the remaining life of the debt security. In addition, the standard expands the presentation and disclosure requirements for other than-temporary-impairments for both debt and equity securities. ASC 115-2 and ASC 124-2 must be applied prospectively for interim periods ending after June 15, 2009. The application of this standard will not have a material impact on the Company’s financial statements.
On May 28, 2009, the FASB issued ASC 855, Subsequent Events. Although ASC 855 does not significantly change current practice surrounding the disclosure of subsequent events, it provides guidance on management's assessment of subsequent events and the requirement to disclose the date through which subsequent events have been evaluated. ASC 855 became effective on June 30, 2009. The Company has evaluated subsequent events through April 12, 2010, the date the Company’s consolidated financial statements were available to be issued for the Annual Report on Form 10-K for the year ended December 31, 2009.
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its consolidated financial position.
Note 2
Going Concern
The Company has incurred losses totaling $2,929,214 through December 31, 2009, and had a working capital deficit of $320,814 as of such date. Because of these conditions, the Company will require additional working capital to continue operations and develop the business. The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing.
There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may not continue its operations or execute its business plan.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3
Acquisition
ubroadcast, Inc.
On January 26, 2009, pursuant to an agreement and plan of merger, the Company acquired 100% of the common stock of ubroadcast, Inc. (UBI), in a combination that has been accounted for as a reverse-acquisition, by issuing a total of 80,000,000 shares of its common stock. In addition, the Company issued 500,000 shares of its common stock in payment of a finder’s fee in connection with the UBI acquisition. The number shares issued by the Company in the acquisition of UBI was determined through arm’s-length negotiations.
Note 4
Notes Payable and Other Obligations
At December 31, 2009, the Company owed, on open account, three of its current officers a total of $179,192. Subsequent to December 31, 2009, these loans were repaid by the issuance of a total of 10,492,706 shares of the Company’s common stock. See “Note 11. Subsequent Events”.
In May 2009, the Company obtained a $10,000 loan from a shareholder, which loan is evidenced by a promissory note. Under the promissory note, the loan was to be repaid in June 2009. However, at December 31, 2009, the Company had not made any payment of the loan and the entire balance remains due and owing. At the time the Company issued such promissory note, the Company issued 500,000 shares of common stock, pursuant to the terms of such promissory note, which shares were treated, for accounting purposes, as the payment of additional interest. These shares were valued at $.04 per share (the closing price of the Company’s common stock on the date of issuance), or $20,000 in the aggregate.
Note 5
Income Taxes
The Company follows Statement of Financial Accounting Standards Number 109 (SFAS 109), “Accounting for Income Taxes”. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) cumulative net operating loss carryforwards of approximately $2,929,214. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized. The deferred tax asset related to the net loss carryforward in the amount of $995,932 has been fully reserved. The net loss carryforwards expire between 2023 and 2026.
The Company recognizes deferred tax liabilities and benefits for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and benefits are recognized using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax benefits and liabilities are calculated using enacted tax rates in Canada and the U.S. in effect for the year in which the differences are expected to reverse.
The following is a schedule of the composition of the income tax benefit:
Reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
The net change in the valuation account was $520,634 and $243,939 for the years ended December 31, 2009 and 2008, respectively. The valuation allowance has been estimated in an amount equal to the projected future benefit of the loss carryforward because there is no assumption that the Company will generate sufficient income to utilize the tax benefit. The Company has incurred losses since its inception. The losses incurred to date may be limited due to changes in control of the Company and limitations on the deductibility of fees for services paid through the issuance of common stock.
Note 6
Capital Stock
Amended and Restated Certificate of Incorporation
In January 2009, the Company filed a certificate of amendment to its amended and restated certificate of incorporation. Pursuant to this amendment, the Company increased the authorized number of shares of its common stock from 700,000,000 to 4,000,000,000.
In February 2009, the Company filed a certificate of amendment to its amended and restated certificate of incorporation. Pursuant to this amendment, the Company accomplished the following:
1.
The Company’s corporate name was changed to “ubroadcast, inc.”
2.
The Company’s common stock was reverse split on a 1-for-32 basis.
3.
The Company’s authorized number of shares of common stock was reduced from 4,000,000,000 to 700,000,000; the Company continues to have 50,000,000 shares of preferred stock authorized; the par value of all of our capital stock continues to be $.001 per share.
Series A Preferred Stock
In March 2004, the Company issued 500,000 shares of a newly created Series A convertible preferred stock and warrants for cash proceeds of $500,000. While outstanding, the Series A preferred stock bore a cash dividend at the rate of 6% per annum, with cumulative rights.
In July 2008, the Company re-purchased all 500,000 shares of its then-outstanding Series A preferred stock, by the issuance of 781,250 shares of its common stock.
In December 2008, the third party to whom the Company owed the accrued dividend payable contributed the $127,500 in accrued dividends as additional paid-in capital.
Acquisition of ubroadcast, Inc.
In January 2009, pursuant to an agreement and plan of merger, the Company acquired 100% of the common stock of UBI, by issuing a total of 80,000,000 shares of its common stock. In addition, the Company issued 500,000 shares of its common stock in payment of a finder’s fee in connection with this acquisition.
Stock Issued for Cash
During 2009, the Company issued a total of 4,744,618 shares for a total of $89,510 in cash.
During 2008, the Company issued a total of 625,000 shares for a total of $50,000 in cash.
Stock Issued as Interest
In May 2009, the Company obtained a $10,000 loan from a shareholder, which loan is evidenced by a promissory note. At the time the Company issued such promissory note, the Company issued 500,000 shares of common stock, pursuant to the terms of such promissory note, which shares were treated, for accounting purposes, as the payment of additional interest. These shares were valued at $.04 per share (the closing price of the Company’s common stock on the date of issuance), or $20,000 in the aggregate.
Cancellations
During 2009, the Company cancelled a total of 300,000 shares of common stock that had previously been issued during 2009 to consultants under two separate consulting agreements. The consolidated statement of stockholders’ (deficit) equity reflects the netting of the issuance and cancellation transactions.
Stock Issued as Finder’s Fees
During 2009, the Company issued 500,000 shares of common stock in payment of a finder’s fee associated with the Company’s acquisition of UBI, which shares were valued at $65,000. Also in 2009, the Company issued 300,000 shares of common stock in payment of a private placement finder’s fee, which shares were valued at $27,000.
Stock for Services, Salary and Bonuses
During 2009, the Company issued a total of 10,378,750 shares of common stock to third-party consultants for services valued at $348,480.
During 2008, the Company issued a total of 2,000,000 shares of common stock to third-party consultants for services valued at $145,000.
During 2009, the Company issued a total of 22,049,315 shares of common stock in payment of accrued salaries and retention bonuses to its officers. These shares were valued at $753,250, in the aggregate. All of these shares were issued pursuant to the employment agreements, as amended, of each of the officers.
During 2008, the Company issued a total of 937,500 shares of common stock in payment of $375,000 in accrued and unpaid salaries of two of its officers and a total of 218,750 shares of common stock valued at $11,200 as bonuses to certain of its directors.
The Company measured the transactions at the respective dates of issuance at the then-quoted market price. There are no performance commitments or penalties for non-performance, therefore the Company recorded the expense at the date of issuance.
Subscription Agreement
The balance sheet reflects a subscription receivable of $128,000 as of December 31, 2009, related to these warrants.
Issuance of Warrants
The balance sheet reflects a subscription receivable of $128,000 as of December 31, 2009, related to these warrants.
Note 7
Warrants
The following sets forth the warrants outstanding as of December 31, 2009:
During 2006, 234,167 warrants were exercised for cash of $200,000. The balance sheet reflects a subscription receivable of $128,000 as of December 31, 2009, related to these warrants.
Note 8
Commitments
As of December 31, 2009, the Company had accrued a total of $179,192 in advances made by its officers. See “Note 11. Subsequent Events”.
Note 9
Employment Agreements
In April 2009, the Company entered into employment agreements with three of its officers for a monthly salary of $11,000. As amended in December 2009, these employment agreements provide for a monthly salary of $12,500. Under each of these agreements, the officers may elect to be issued shares of Company common stock in payment of unpaid salary. Through December 31, 2009, each of these officers had been paid a total of $403,250 in salary through the issuance of a total of 15,049,315 shares of Company common stock. Each of these agreements has a term of three years.
Also in April 2009, the Company entered into an amended and restated employment agreement with another of its officers. As amended, this amended and restated employment agreement provides for a monthly salary of $12,500. At the time of the signing of this amended and restated employment agreement, this officer was issued 7,000,000 shares of Company common stock, in consideration of this officer’s
changing his position from president. Under this agreement, as amended, this officer may elect to be issued shares of Company common stock in payment of unpaid salary. This agreement, as amended, has a term of three years.
Note 10
Note Payable
In March 2007, the Company entered into a securities purchase agreement with a third party. The closing under this agreement was to occur on or before June 7, 2007. Following an extensive period of good faith negotiations between the Company and the third party, several conditions remained unresolved. Because the closing under this agreement did not occur on or prior to June 7, 2007, this agreement expired. Due to the expiration of this agreement, the $30,400 in cash received by the Company from the third party under this agreement is shown as a short-term payable - third party in the accompanying financial statements.
Note 11
Subsequent Events
Acquisition of iVu Media Corp.
In February 2010, the Company consummated a plan and agreement of reorganization with the shareholders of iVu Media Corp., a Virginia corporation (“IMC”), whereby the Company acquired 100% of the outstanding shares of common stock of IMC. Under the reorganization agreement, the Company issued a total of 10,000,000 shares of its common stock to the IMC shareholders, in exchange for their common stock of IMC. In determining the number of shares of our common stock to be issued under the reorganization agreement, the Company’s board of directors did not employ any standard valuation formula or any other standard measure of value. Rather, the number of shares that was issued was determined through arm’s-length negotiations.
IMC is an Alexandria, VA-based software company that developed and owns a state-of-the-art Video Content Management (VCM) system. IMC’s VCM works in tandem with a High Definition Playback technology, an Internet broadcasting platform that has attracted Fortune 500 clients, including Sony, Ford and Honda, Fox Sports and many leading international broadcasting firms.
In March 2009, the Company signed a letter of intent to merge with Alexandria, VA-based Santeon, Inc., a privately-held, profitable developer of Business Process Management Software and Solutions. Santeon’s clients include several state and local governments such as the State of Maryland, federal governments such as the Department of Defense as well as numerous private sector customers such as Sage Software, DHL and many dozens of Healthcare organizations. For 2009, Santeon had revenues of approximately $4,000,000. This merger with Santeon will be made with ubroadcast stock. As of the date of this filing, Company is still conducting its due diligence and has not started final negotiations.
Subsequent to December 31, 2009, we have issued unregistered securities, as follows:
1. (a) Securities Sold. 4,000,000 units of securities; (b) Underwriter or Other Purchasers. Such securities were issued to Michael Irwin; (c) Consideration. Such securities were issued for $50,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company. Each unit includes one share of common stock and one warrant to purchase an additional share of common stock for a period of ninety days.
2. (a) Securities Sold. 1,284,710 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John L. Castiglione (614,174 shares) and Jason Sunstein (670,536 shares); (c) Consideration. Such shares of common stock were issued in repayment of cash expenses advanced in the total amount of $31,117; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
3. (a) Securities Sold. 500,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Douglas Hay; (c) Consideration. Such shares of common stock were issued pursuant to a consulting agreement and were valued at $10,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
4. (a) Securities Sold. 500,000 warrants to purchase shares of common stock were issued; (b) Underwriter or Other Purchasers. Such warrants were issued to Douglas Hay; (c) Consideration. Such warrants were issued pursuant to a consulting agreement; (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company; and (e) Terms of Conversion or Exercise. The exercise price of the warrants is $.02 per share. All of the warrants are exercisable until February 2013.
5. (a) Securities Sold. 500,000 warrants to purchase shares of common stock were issued; (b) Underwriter or Other Purchasers. Such warrants were issued to Douglas Hay; (c) Consideration. Such warrants were issued pursuant to a consulting agreement; (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company; and (e) Terms of Conversion or Exercise. The exercise price of the warrants is $.05 per share. All of the warrants are exercisable until February 2013.
6. (a) Securities Sold. 9,751,595 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to John L. Castiglione (4,439,585 shares), Jason Sunstein (4,973,121 shares) and David Loflin (338,889 shares); (c) Consideration. Such shares of common stock were issued in repayment of loans in the total amount of $175,528; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.
7. (a) Securities Sold. 10,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Peter Rusy (8,000,000 shares) and Ashraf M. Rofail (2,000,000 shares); (c) Consideration. Such shares of common stock were issued in the acquisition of iVu Media Corp., pursuant to a plan and agreement of reorganization; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.