ITEM 1. BUSINESS
Overview
On January 19, 2005 (“date of inception”), Life-Exchange, Inc. (“the Company”) was organized under the laws of the State of Delaware as a corporation. Life-Exchange, Inc. was established for the purposes of servicing the life settlement industry by creating an on-line business-to-business exchange platform, which will facilitate the brokering of life insurance policies in the secondary market. On January 29, 2006, the Company began to trade publicly under the name Life Exchange, Inc. (OTC pink sheets: LFXG.PK). On November 26, 2007, our company stock began trading on the Over The Counter Bulletin Board (OTCBB) under the symbol “LFXG”.
Our Products and Services
We are an Internet-based, business-to-business exchange for the life settlement industry. By providing a secure, efficient, and neutral electronic trading platform specifically designed for life settlements, we address many of the inefficiencies and difficulties currently facing the industry.
On the sell side of the transaction process, licensed life settlement brokers, on behalf of the policyholders, register and submit to us information and documentation on life insurance policies which they are seeking to sell. We provide brokers a means by which to shop their client's policies to the entire community of buyers and sell them to the highest bidder. Our automated listing and auction processes encourage bidding on policies as it allows more buyers into the marketplace, and thus, we help to create greater value for policy owners.
By selling the policy, the policyholder/insured receives an immediate cash payment to use as he or she wishes. The buyer takes an ownership interest in the policy at a discount to its face value and receives the death benefit under the policy when the insured dies.
On the buy side of the transaction process, licensed life settlement providers register and list the criteria that they use in evaluating the feasibility of purchasing life insurance policies. To that end, we provide a cost effective means to sort and filter through thousands of policies in minutes - not months; thereby allowing providers to focus on just those policies most appropriate to their needs.
After a policy has been registered and submitted to auction, the policy enters a preview period which allows all potential buyers the opportunity to underwrite the policy. After this preview period, the policy enters a live auction period where providers are able to bid against each other for the right to purchase the life insurance policy in a real-time, online auction.
At such time that a provider locates and successfully bids on a life insurance policy, the provider then negotiates and enters into a contract with the broker. We do not participate in that negotiation. We generate revenue based primarily on transaction fees. Our fee structure is designed to provide both brokers (sellers) and providers (buyers) with a compelling cost justification to use Life-Exchange as their primary means to execute life settlement transactions.
Fee Structure
Our business model is based primarily on revenue streams generated via various transaction fees associated with successful policy auctions. Our fee structure is designed to provide both sellers and buyers with a compelling cost justification to use Life-Exchange as their primary means to execute life settlement transactions. Transactions fees are based on a percentage of the face amount of the life insurance policy. This fee arrangement is non-commission based and therefore it allows us to remain neutral in a life settlement transaction as we are not incentivized by either a high or a low sales price. Furthermore, because of our role in the life settlement transaction and as validated by the neutrality of our fee structure, we do not represent or negotiate on behalf of the policy owners and accordingly do not have a fiduciary responsibility to the policy owner as a life settlement broker would.
In addition to the Transaction Fees described above, Life-Exchange also generates News Distribution Fees. The secondary life insurance market is a niche marketplace with a unique blend of participants. And while this marketplace is experiencing tremendous growth, it is still difficult to target the most active firms and individuals. To address this need, we maintain a large database of influential readers focused on life settlements. In order to monetize this subscriber base, we provide a news distribution service. For a fee, we will distribute press releases to our subscriber base. The news distribution fee ranges from $500 to $2,000 per press release depending on the specific nature of the press release.
The Life-Exchange Automation
While the majority of the life settlement industry is backed by technologically sophisticated, Fortune 500 financial institutions, the technological sophistication of the life settlement industry itself is antiquated and highly inefficient. The majority of policy transactions are labor-intensive, cumbersome and disorganized undertakings. There is significant duplication of work, inappropriate policy transactions, miscommunication and poor follow through. All of these factors contribute to an unproductive and inequitable marketplace.
We have automated and modernized the life settlement industry by introducing buyers to sellers (and vice versa) in a virtual, online marketplace. Our features and functionality are specifically designed to improve regulatory compliance, increase customer value, reduce transaction costs, create new revenue models, and add efficiency to an inefficient market.
With our web-based document management features and scalable database, we greatly assist clients by removing the confusion caused by different employees making changes to the same documents and not communicating the changes explicitly. Brokers and providers have access to the correct documents, and the ability to make and communicate changes, 24/7 from anywhere via secure internet connection. Each client's employee's responsibilities and completed work can be tracked using the audit feature built into our products, ensuring accountability.
Of particular importance to our industry, is the fact that the transfer of medical information requires adherence to the compliance procedures of the Health Insurance Portability & Accountability Act ("HIPAA"). In order to ensure compliance with the laws regulating the transmission of medical information, especially in electronic format, we offer all members a secure hosting center to store, retrieve, and exchange medical data in a manner that maintains compliance with HIPAA and state regulations.
In addition to the above factors, there is a significant influx of institutional capital entering the life settlement industry and the pressure to place this capital continues to increase. Automating the Life-Settlement transaction process and allowing more buyers and sellers to transact business through a single, highly efficient electronic exchange will greatly improve value for both buyer and seller by bringing greater liquidity to the life settlement marketplace. Life settlement brokers benefit by having equal and greater access to potential buyers, ensuring their clients receive the highest bids for their policies while maintaining compliance with stringent state-by-state regulations. Providers benefit by having access to more suitable investment opportunities, and are thus able to place their capital more rapidly and with greater efficiently, thus increasing their internal rate of return.
Intellectual Property and Patents
On March 31, 2006, David C. Dorr, our president, assigned his rights in a Patent pending application for Letters Patent of the United States filed July 21, 2004, U.S. Patent Application No. 10/895112. Said patent relates to our pro-cesses described herein.
Company History
On July 7, 2006, the Company entered into a note agreement with Vantage Group Ltd. to provide $300,000 of additional financing (“Note 1”). The terms of Note 1, as modified by subsequent amendments, provide for 7% interest payable at maturity. Note 1 is unsecured and matures on April 15, 2010 with quarterly interest installments due through April 15, 2010. Note 1 also provides Vantage with conversion rights based on us attaining certain performance criteria as follows. The Holder of this Note 1 is entitled, at its option, to convert the principal amount of Note 1 or any portion thereof, together with accrued but unpaid interest, into shares of our common stock based on attaining certain performance criteria measured during December, 2006. We did not meet the performance criteria and accordingly, no shares were converted.
On April 2, 2007, we entered into a note agreement with Vantage Group Ltd. to provide $150,000 of additional financing (“Note 2”). The terms of Note 2, as modified by subsequent amendments, provide for 7% interest payable at maturity. Note 2 is unsecured and matures on April 15, 2010. Note 2 also provides Vantage with conversion rights based on us attaining certain performance criteria as follows. Note 2 may be converted into shares of our common stock at (i) $0.10 or (ii) fifty percent (50%) of the three lowest closing prices of the Stock on the Pink Sheets (or such other principal market or exchange where the Common Stock is listed or traded at the time of conversion) immediately preceding the date of conversion.
On August 2, 2007, the Company was advanced an additional $5,000 under the same terms as Note 2.
On September 27, 2007, the Company formed LFX Insurance Services, LLC (“LFXIS”) a Nevada limited liability corporation as a wholly-owned subsidiary. LFXIS was formed to process “structured finance” transactions related to the Company’s core life settlement business. Structured finance transactions involve an extension of the services provided to customer base for customer driven transactions executed through the Company’s exchange platform. Structured finance transactions involve utilizing the skill sets of the Company’s personnel to both advise and structure an appropriate transaction that accommodates the goals of the parties involved. The Company incurred minimal expenses in establishing the subsidiary.
In July 2008, the Company formed four additional subsidiaries to facilitate its plans to further expand its service offerings. The newly formed subsidiaries are as follows:
LFX Brokerage LLC was formed to facilitate deeper market penetration into life settlement sell-side participants. This entity will hold life settlement brokerage licenses and life insurance general agency licenses allowing us to offer expanded services as they relate to our core business of operating a life settlement exchange. These licenses also give us the flexibility to interact directly with policy owners and more efficiently address their market needs.
LFX Acquisitions LLC was formed to facilitate deeper market penetration into life settlement buy-side participants. This entity will hold life settlement provider licenses and provide better market access to financial institutions like banks and pension funds to our life settlement exchange. This entity will also allow us the ability to provide ongoing asset servicing to clients that require these services.
LFX Capital Markets LLC was formed in anticipation of further regulatory developments that could bring greater oversight by FINRA to the life settlement market place. This entity will be licensed as a broker/dealer and will also be designed for providing trades in more advanced structured life settlement products that will be classified as securities. Having a broker/dealer license will also allow us to accept variable life insurance contracts, a sector of the market that we have not yet tapped.
LFX Trading, LLC was formed to hold all the technology related to our life settlement auction platform as well as the intellectual property we will be developing related to our electronic trading platform. This new entity will ultimately be responsible for receiving all transaction fees as they relate to auctions or trades through our systems.
We operate two websites: www.life-exchange.com and www.life-exchange.net
The Viatical and Life Settlement Industry
A Viatical and/or Life Settlement (herein referred to as a "Life Settlement") is the sale to a third party of an existing life insurance policy for more than its cash surrender value but less than its net death benefit. The insurance industry generally uses the term Viatical Settlement to refer to a transaction involving the terminally or chronically ill insured and the term Life Settlement to refer to a transaction involving an insured who is not terminally or chronically ill, but generally over the age of sixty five (65).
The U.S. secondary market for life insurance policies has experienced phenomenal growth over the past several years. Life settlement buyers, also known as “providers”, purchase policies from policyholders for immediate cash settlement. Providers will purchase life settlement policies on their own behalf as well as on the behalf of various investors including both domestic and international banks, hedge funds, and private equity firms.
Once a provider acquires a policy, the provider continues to pay the policy premiums until the death of the insured, at which time they collect the policy's proceeds. Some life settlement providers negotiate directly with policyholders, but the majority of Life Settlement transactions are conducted through a life settlement broker. Most states require providers to be licensed in the states in which they purchase policies. Many providers are well-financed by large institutional investors. Not only does this institutional backing provide a secure funding source for secondary market transactions, but it also provides the highest degree of consumer protection with regard to privacy and confidentiality.
Life settlement sellers, also known as “brokers”, act on behalf of the policyholders in order to secure the highest price from the sale of the policyholder's life insurance policy. Life settlement brokers work with the insured, the policy owner, general agencies, life insurance agents, attorneys, and/or financial planners.
In an attempt to secure the highest price for a policyholder, brokers will typically present a life insurance policy to multiple providers. Brokers are required to collect and prepare critical policy information and medical records on the insured for use in evaluating the value a policyholder's life insurance policy.
An important industry group is the Life Insurance Settlement Association (LISA). This industry association promotes self-regulation of the industry, and advises and recommends regulations to governing bodies. They also lobby for new laws and regulations to help protect the consumer and keep fraud out of the industry.
The Life Settlement Market and Competition
The life settlement industry developed out of the viatical industry which began in the late 1980s as large numbers of AIDS patients found themselves coping with the catastrophic costs of a terminal illness. Many had life insurance policies that seemed to be limited or inaccessible prior to the death of the insured. A creative solution was to offer AIDS patients; a lump sum payment of cash greater than their cash surrender value, in exchange for transferring the ownership and beneficiary of a policy. Viewing a life insurance policy as a financial asset which could be transferred for value had begun and unfortunately, as with many new financial concepts, lack of regulation lead to several incidences of fraud and other improprieties.
Over the past several years the market has evolved into a multi-billion dollar industry, which is heavily regulated and institutionally backed. The demand driving the growth of this product has been the rapid increase in the senior population, constantly changing estate planning needs and most profoundly the awareness that these insurance policies can be sold on a secondary market as financial instruments to institutionally-backed buyers.
We are aware of one direct competitor, -- LexNet (www.lexnet.com) -- that provide consumers with the ability to auction their life insurance policies. LexNet was launched in May, 2007 by Cantor LifeMarkets, a division of Cantor Fitzgerald. A primary difference between LexNet and Life-Exchange is that LexNet will not accept policy submissions directly from producers. Rather, access to LexNet is exclusively controlled through a select group of Master Agencies. Regardless of whether or not an insurance agent is part of the select Master Agency’s network, they must still work through a Master Agency, which is likely to be seen as an extra fee layer by agents, further diluting the agent’s commission and potentially disinter mediating the relationship between the agent and his end clients. Life-Exchange on the other hand, is open to any life settlement broker, general agency, agent, or master general agency which is capable of meeting our membership requirements.
As another form of indirect competition to life settlements, the life insurance industry has responded with policy features offering various pre-death, cash benefits (sometimes called accelerated death benefits). While in some cases accelerated death benefits may compete with life settlements, we do not expect the availability of accelerated death benefits to affect the life settlement market significantly at this time. The availability of accelerated death benefits is generally more restricted than life settlements. For example, policies often limit such benefits to persons who have a life expectancy of less than one year, in contrast to life settlements that are usually available to persons with life expectancies of two to 15 years. Life settlements generally offer sellers a greater dollar amount than they would receive under accelerated death benefit provisions.
Finally, access to capital, the insurance industry's addition of pre-death cash benefits, law enforcement pressure on companies operating illegally, and increasing government regulation have all contributed to a stabilization in the number and sophistication of life settlement companies, both those purchasing for their own accounts and those who act as agents for purchasers.
Sales & Marketing
Since our public launch on April 20, 2006, we have aggressively focused on acquiring as clients the top life settlement sellers and buyers in our industry. As of June 30, 2009, we have agreements with over 30 suppliers of life settlement policies, including life settlement brokers, general agencies, and master general agencies. On the buy side, we have agreements in place with over 40 buyers of life settlement policies, including domestic life settlement providers, as well as both domestic and international banks, hedge funds, and private equity firms.
A primary theme of our user agreements is that we are an online venue for indications of interests to buy and sell, and that the site is only an online communications medium to facilitate registered buyers and registered sellers to exchange information relating to proposed Life Settlement Transactions; such life insurance policies transactions are completed off-line, outside of the site.
Life-Exchange auction participants, both on the buy-side and sell-side, pay a transaction fee that ranges from 0.25% to 0.50% of the face value of a policy.
All buy-side and sell-side member contracts are identical with regards to the material rights and obligations of both parties and include:
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Contracts have no fixed contract length and parties are not obligated to use the exchange, post policies, or provide a minimum level of business to the exchange.
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Life-Exchange members may terminate this Agreement at any time upon thirty (30) days advance written notice of termination provided to the other party.
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Life-Exchange members must comply with stringent confidentiality and privacy obligations, including those related to the HIPAA,
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Life-Exchange members are responsible for paying for any life expectancy reports that they order through Life-Exchange.
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Life-Exchange members must at all times
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comply with all applicable laws and regulations applicable to its offer to purchase, solicitation to sell, or purchase of, Policies in Life Settlement Transactions,
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obtain and maintain in good standing all licenses and permits that Broker/Provider may be required to hold under applicable laws and regulations.
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Life-Exchange members agree to a non-circumvent period where neither party shall, directly or indirectly, purchase or sell a Policy listed on the exchange or make any offer to purchase or sell any such policy for a period of 1 year
Over the next twelve months, management's strategy is to continue with its sales and marketing strategy of focusing efforts on establishing a “footprint” nationally with the industries top tier firms.
Our primary marketing efforts will continue to include:
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Taking advantage of our favorable position within the Life Settlement industry to secure exclusive industry alliances thereby ensuring long term deal flow in the form of long term use of our web-based exchange platform.
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Use our strong industry contacts within the life settlement community to promote the usage of Life-Exchange as an industry standard.
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Implement website features and functionality that create user retention.
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Continual development of products and services that anticipate the market's evolution particularly in regards to the regulatory landscape.
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Enhancements and modifications to our website that differentiates our product and services by offering industry specific tools and functionality that will become and remain the industry standard
Research & Development
Product and development costs consist of the costs to develop and operate the online exchange platform's web based application and transaction database and are expensed as incurred.
We have outsourced the development of our web application to Epiq Technologies of San Diego, California. Epiq Technologies was chosen after an exhaustive search for the most appropriate business-to-business exchange platform and software developer. Our web based application is based upon industry leading technology which has provided us with a common, secure, and scalable infrastructure for which to base future development. Our web application was publicly launched on April 20, 2006 and to date, our developer has delivered all milestones ahead of schedule.
Data transmitted between our clients and our Web servers is via the industry standard Secure Sockets Layer (SSL), which is a mechanism to secure Internet traffic so that it cannot be intercepted. Life-Exchange will continue to use and update its platform with the most advanced security measures available.
Our ongoing research and development will focus on modifications and enhancements to meet the changing needs of our users, as well as addressing regulatory issues encountered by the industry. This proactive approach towards customer satisfaction will include making certain that www.Life-Exchange.com continues to foster:
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A customer-first approach
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Superior and efficient execution of all web site functionality, processes, and procedures.
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Excellent, easy to access customer support services.
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Resources to serve both brokers and providers.
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A comprehensive range of products and services to ensure competitive advantage and to serve current and future customer needs.
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Fast, reliable, and accurate functionality.
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A highly credible site which offers private and secure transactions
Equipment
With respect to equipment requirements, we employ a strategy of leasing all of its technological hardware and software requirements through industry leading vendors. As such, we expect no significant equipment purchases over the next 12 months.
Staffing
We operate around a core group of highly skilled individuals with an extensive knowledge and understanding of the life settlement industry. Besides a nominal administrative staff to support this core group, we plan to outsource all staffing activities not directly related to our core capabilities in the life settlement industry, including such activities as software development, marketing, investor relations, and compliance. Based on this outsourcing strategy, we anticipate no significant staffing level increases within the next twelve months. As of June 30, 2009, we have 4 employees, all of which are full-time and none of whom are represented by a labor union. We consider our employee relations to be satisfactory.
Government Regulation
Although our services do not require us to be licensed under federal or state law as a provider, broker or otherwise, we believe these laws and regulations have generally had a positive effect on the industry and on our ability to compete in the life settlement marketplace.
Currently the life settlement industry is regulated on a state-by-state basis, and at this time almost all states regulate life settlement transactions. Depending on the state, different licenses may be required for viatical and life settlements transactions, as well as for life settlement brokers and life settlement providers. Of those states that regulate the life settlement transactions, most require both the Viatical/Life Settlement Broker and the Viatical/Life Settlement Provider to be licensed.
The foundation for these regulations is based largely from the NAIC Viatical Settlements Model Act (the "Model Act"), which act encompasses a model law and regulations promulgated by the National Association of Insurance Commissioners (the "NAIC"). Most states have now adopted some version of this model law or another form of regulation governing in some way viatical or life settlement companies or both. These laws generally require the licensing of providers and brokers, require the filing and approval of settlement agreements and disclosure statements, describe the content of disclosures that must be made to potential viators and/or life settlors, describe various periodic reporting requirements for settlement companies and prohibit certain business practices deemed to be abusive.
In 1996, Congress passed the Health Insurance Portability & Accountability Act ("HIPAA"). The purpose of HIPAA is to prevent fraud in the health care industry and to protect confidential patient information. HIPPA standardizes and provides enforcement mechanisms for ROI rules and guidelines to protect personal healthcare information. HIPAA effects entities involved with electronic health care information - including health care providers, health plans, employers, public health authorities, life insurers, clearinghouses, billing agencies, information systems vendors, service organizations, universities, and even single-physician offices. The final version of the HIPAA Privacy regulations was issued in December 2000, and went into effect on April 14, 2001. A two-year "grace" period was included; enforcement of the HIPAA Privacy Rules began on April 14, 2003.
Licensing in Florida
Florida regulates both viatical and life settlements pursuant to the Florida Viatical Settlement Act set forth in Florida Statutes Sections 626.991--626.99295 (the "Florida Act"). The Florida Act makes no distinction between viatical and life settlements and refers to all settlements as viatical settlements.
The settlement process begins when the policy owner executes a viatical settlement application and provides authorization to the insured's attending physician and the issuing insurance company to disclose confidential information pertaining to the insured's health and insurance coverage. This information is necessary for a buyer to evaluate the policy for potential purchase. If the policy owner is not also the insured, both the viator and the insured typically will be required to review and sign the application. In addition to the policy owner's execution of the application documents, he or she is also required to provide some form of photo identification, a copy of the life insurance policy to be sold, and a copy of the application for the policy. As a general rule, policy owners are not required to submit to a medical examination as part of the application process.
A viator is the owner of a life insurance policy, who seeks to sell a policy. The insured may or may not have a catastrophic or life threatening condition.
A viatical settlement provider is a person or company who purchases a life insurance policy from a viator A viatical settlement provider must be licensed by the Florida Department of Financial Services (the “Department”).
A viatical settlement broker is a person who negotiates an agreement between a viator and a viatical settlement provider. The broker has a fiduciary responsibility to act according to the viator’s instructions and in the viator’s best interests and must be licensed by the Department. Brokers typically work closely with policy owners and collect their commissions from providers after the contract has been executed. After October 1, 2006, a person must be licensed with the Department as a life agent in order to act as a viatical broker.
An escrow agent or trustee is the party who holds the documents and the money until ownership rights of the policy have been transferred from the viator to the viatical settlement provider. In some cases they retain investor’s funds until they have been placed on a life insurance policy and could be the party responsible for insuring payment to the investor. Escrow agents or trustees are not licensed by the Department.
A viatical settlement investment, as of July 1, 2005, is subject to the Florida Securities and Investor Protection Act. For an investor, this means full disclosure and access to company information. In addition, a determination of the investment’s suitability for the investor would have to be made after considering the investor’s financial and tax status, and the investor’s investment objectives. It also means that the viatical settlement investment must either be registered with the Department or exempt from registration. In addition, the person offering or selling the viatical settlement investment must be licensed with the Department to sell these securities.
In order to make their medical records available to third parties in the viatical settlement process, insured's must authorize their physicians and other health care givers, in writing, to release their private medical records.
The medical release allows the viatical settlement broker to obtain current medical records from the insured's physician. At a minimum, two years of records are required. These records are then provided to a review company that specializes in viatical and life settlement mortality profiles for a determination of an estimated life expectancy. Once a medical underwriter has obtained all of the policy owner's medical records, it can generate a preliminary estimate of the insured's life expectancy and thereafter issue a final report. The report is then used by the viatical settlement provider to determine if the offered policy comes within its underwriting guidelines for purchase.
The evaluation of a viatical settlement focuses on the specific terminal illness with which the insured has been diagnosed. In the case of a life settlement, however, where there is no terminal illness, other factors must be examined in order to determine estimated life expectancy.
Once the parties agree on a price, they will enter into a viatical settlement contract and other related agreements necessary to close the transaction. The viatical settlement contract contains the price to be paid to the policy owner for the policy and other important terms and conditions of the sale, including those dealing with mandatory disclosures, the policy owner's right to rescind the contract, and post-closing contact with the insured for health status updates. Other related forms typically include an escrow agreement with the entity that will hold the funds payable to the policy owner, the forms from the issuing insurance company necessary to record the change in the policy ownership and beneficiary(ies), releases for execution by the existing policy beneficiary(ies), a power of attorney and funding instructions.
The Florida Act defines a viatical settlement contract as one in which the provider pays compensation or value to the policy owner in an amount less than the expected death benefit of the subject insurance policy, and the policy owner in return assigns, transfers, sells, devises, or bequeaths ownership of all or a portion of the subject insurance policy to the provider. The contract can also include a loan secured primarily by a life insurance policy, or a loan secured by the cash value of the policy, excepting loans made by life insurers to insured under the guidelines of the subject policy.
A viatical settlement contract and the related forms must be pre-approved by the State of Florida Office of Insurance Regulation. By statute, the department must reject any viatical settlement contract or related form that is unreasonable, contrary to the public interest, discriminatory, or misleading or unfair to the policy owner. As part of the form approval process, the department requires that each form have a unique number in the lower left hand corner. This approval requirement provides policy owners with a measure of protection in that the department has reviewed the provisions of the viatical settlement contract and related forms and has required the removal of any unfair provisions prior to use of the form.
A viatical settlement purchase agreement is defined as a contract between a purchaser and a party other than the policy owner to purchase an interest in a life insurance policy. This is usually the investment contract between the purchaser and the provider.
As a further condition to a sale, Florida law requires the policy owner to confirm or agree in writing the following:
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Consent to the viatical settlement contract;
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Represent that he or she has a full and complete understanding of the viatical settlement contract and the benefits of the life insurance policy;
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Release his or her medical records; and
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Acknowledge that he or she has entered into the viatical settlement contract freely and voluntarily.
Finally, in Florida, all viatical settlement contracts must close in escrow in order to assure that the policy owner is paid. The independent escrow agent's role in a viatical settlement transaction is to receive and hold the executed viatical settlement contract and related documents, including the insurance company forms executed by the policy owner to transfer the ownership of the policy, and to receive and hold the funds transferred from the viatical settlement provider in the amount of the agreed-upon purchase price for the policy. After expiration of the policy owner's fifteen day right of rescission, the viatical settlement provider or its agent begins tracking or monitoring the policy owner's health status.
Florida law requires viatical settlement providers or brokers to provide specific information to policy owners before entering into a viatical settlement contract. Nearly all jurisdictions that regulate viatical settlements require substantially similar disclosures, the purpose of which is to give a person who is contemplating the sale of a life insurance policy basic information that may be material to that decision. Florida requires the following information to be disclosed:
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That there are possible alternatives to viatical settlement contracts including, but not limited to, accelerated benefits available from the insurer that issued the policy.
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That proceeds of the viatical settlement could be taxable.
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That viatical settlement proceeds could be subject to the claims of creditors.
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That receipt of the viatical settlement proceeds could adversely affect the recipient's eligibility for Medicaid or other government benefits or entitlements.
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That all viatical settlement contracts must contain an unconditional rescission provision; and
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The name, business address, and telephone number of the independent third party escrow agent.
The basic regulatory mechanism of the Florida Act is licensure. Brokers, providers, and sales agents are expressly subject to specific licensure requirements. Brokers must submit fingerprints, organizational documents, and sworn biographical statements, and must undergo a background check before receiving a license. Providers also must submit fingerprints and organizational documents and must undergo a background check as a prerequisite to licensure. Additionally, providers must meet a minimum trust deposit requirement of $100,000 with the Department of Insurance. Sales agents must hold valid life insurance agent licenses as defined in §626.051 of the Florida Insurance Code.
The Florida Act provides safeguards for the policy owners and purchasers who deal with brokers, providers, and sales agents. For example, brokers must disclose to policy owners the amount of the broker's compensation and the method used in determining compensation. In addition, providers may not enter into contracts with policy owners whose policies provide accelerated death benefits in amounts and with prerequisites equal to those offered by the provider, unless the policy owner's insurer denies a request to release the accelerated death benefit in writing, or does not respond to such a request within 30 days of receipt. Policy owners may also rescind a viatical settlement contract within 15 days after receipt of the settlement proceeds, contingent upon return of the proceeds.
The provider must inform the policy owner of the following: that there are alternatives to viatical settlements, including accelerated death benefits offered by the policy owner's insurer; that proceeds of the settlement may be taxable; that proceeds of the settlement could be subject to the claims of creditors; and that the policy owner's receipt of the settlement sum could adversely affect the policy owner's eligibility for Medicaid or other government benefits.
Moreover, the Florida Act provides for the use of independent escrow agents for the simultaneous delivery of contract documents and settlement funds. This last protection reduces much of the policy owner's transaction risk and results in orderly, real estate style settlement closings.
For purchasers, the Florida Act provides for the following mandatory disclosures to be made by providers, among others: that the represented return of the investment is directly tied to the lifespan of one or more insured; that the projected life span of the insured is tied to the return, if a return is represented; that the investor shall be responsible for the payment of insurance premiums on the policy, late fees, surrender fees, and other costs, if required by the terms of the viatical contract; that the life expectancy and rate of return are only estimates and cannot be guaranteed; and that the viatical investment should not be considered a liquid purchase, since it is impossible to predict the exact timing of its maturity and the funds may not be available until the death of the insured. Furthermore, providers and sales agents are expressly prohibited from misrepresenting the nature of the viatical transaction, the expected return, or that the return is guaranteed by any government authority, which it is not.
In May 2006 we requested an opinion from the Florida Office of Insurance Regulation, that we would not be required to be licensed as a life settlement provider as a result of our business operations. In June 2006, the Florida Office of Insurance Regulation concurred with our conclusions.
In August 2006, we requested an opinion from the Florida Department of Financial Services, that we would not be required to be licensed as a Life Settlement Provider as a result of our business operations. In September 2006, the Florida Department of Financial Services concurred with our conclusions.
ITEM 1A.
ITEM 1A. RISK FACTORS
An investment in our Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons who are able to afford a loss of their entire investment. In evaluating the Company and our business, prospective investors should carefully consider the following risk factors in addition to the other information included in this Annual Report.
There is substantial doubt as to our ability to continue as a going concern based on our past operating losses.
It is still uncertain whether we can consistently generate sufficient revenues to fund our operational costs. As shown in the accompanying financial statements, we realized a net loss from operations of $658,368 for the year ended June 30, 2009 and a shareholders’ deficit of $592,556, which is an increase from a shareholders’ deficit of $320,406 as of June 30, 2008. These factors raise substantial doubt about our ability to continue as a going concern, which may limit our ability to access certain types of financing or may prevent us from obtaining financing on acceptable terms. There are no assurances that we will be successful in raising additional capital or generating sufficient revenues to support our operations. If we are unable to continue as a going concern, you could lose your entire investment in us.
Questions Concerning Our Status as a Going Concern May Cause Customers and Current and Potential Partners to Reduce or Not Conduct Business with Us
Due to concerns regarding our ability to continue operations, customers and current and potential partners may decide not to conduct business with us, may reduce business they conduct with us, or may conduct business with us on terms that are less favorable than those customarily offered by them. In that event, our sales would likely decrease, our product development efforts would suffer and our business will be significantly harmed.
We Are Operating in Markets that May Change Dramatically
We are operating in the viatical and life settlement markets. The viatical settlement market is approximately 16 years old. While the market saw tremendous growth in its initial years, the market growth in recent years has moderated somewhat. The life settlement market is less than a decade old. How and to what extent it will develop is uncertain. As more insured become aware of life settlements as a financial planning option, we expect the size of the market to grow substantially. Any dramatic growth, however, will depend heavily upon the entry of institutional purchasers. Until a sufficient number of institutional purchasers commit to this industry and create a relatively stable demand, our financial performance during any period may be dramatically affected by the entry or departure from the market of one or more institutional providers.
Our prospects must be considered in light of the risks, expenses and difficulties encountered by those attempting to operate in rapidly evolving markets. We cannot assure you that we will be successful in addressing the risks we face. The failure to do so could have a material adverse effect on our business, financial condition, and results of future operations.
Because we have a short operating history under our current management, there is limited information upon which you can evaluate our business.
We were formed in January 2005. As such, we have not engaged in a sufficient amount of consistent activity over a sustained period of time to establish an operating history in our current line of business. Since beginning operations in our current line of business through June 2009, we have not been profitable. As of June 30, 2009, our accumulated losses total $1,341,253.
You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stages of earning revenues and growing their businesses particularly companies in the rapidly evolving market of viatical and life settlements. Similarly, we may require additional capital in order to execute our current business plan. Further, we may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. As a result of these factors, other factors described herein and unforeseen factors, we may not be able to successfully implement our business model.
Our Success Depends on Maintaining Relationships within our Referral Networks
In the viatical market, we rely primarily upon brokers to refer potential viators and life settlors to us and upon financial planners, known as licensees, to refer viatical and life settlement purchasers to us. These relationships are essential to our operations and we must maintain these relationships to be successful. We do not have fixed contractual arrangements with the brokers or financial planners and they are free to do business with our competitors. In addition, the pool of viatical brokers and referring financial planners is relatively small, which can increase our reliance on our existing relationships.
As we develop our own network of insurance and financial planning professionals, known as producers, to refer potential sellers to us, we expect referrals from this source to grow. As with brokers, our ability to build and maintain these relationships will depend upon our closing rates and the level of compensation we pay to the referring professional. The compensation paid to the referring professional will affect the offer price to the seller and the compensation we receive. We must balance these interests successfully to build our referring network and attain greater profitability.
We must Develop our Life Settlement Referral Network
An impediment to our expansion in the life settlement market could be the difficulty in identifying a large volume of potential sellers. These sellers are typically affluent persons over the age of 70 and not terminally or chronically ill. The target market is relatively narrow and advertising methods such as direct mailings or print media advertising are not likely to be cost effective. We believe the best way to reach this market is generally through life insurance professionals and, to a lesser extent, through professionals engaged in estate planning, such as attorneys, accountants, and financial planners. Settlement brokers will also reach this market. Our business plan utilizes both insurance professionals and brokers as sources of policies, as well as the development of a life settlement referral network.
We intend to rapidly expand our referring network of insurance professionals to educate potential life settlors on the options presented by life settlements. We are actively working to expand our network through direct solicitation, calls to managing general insurance agents, and by word-of-mouth contacts. To a lesser extent, we will also use advertising in financial planning trade publications and our Internet website. This is a new market and building our referral network will depend on our ability to educate insurance professionals about the benefits of senior life settlements to potential sellers and to the professionals themselves. While we believe we have been successful in publicizing the benefits of viatical settlements, we cannot assure you that our past successes will carry over into this new market. Our business, financial condition and results of operations could be materially adversely affected to the extent we fail to expand the referral network.
We Depend on Growth in both the Viatical and Life Settlement Market
While the existing markets for viatical and life settlements provide opportunity for growth, greater opportunity lies in the growth in the life settlement market. Growth of the life market and our expansion within the market may be affected by a variety of factors, including:
•
the inability to locate sufficient numbers of life settlors;
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the inability to convince potential sellers of the benefits of life settlements;
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the inability to attract institutional purchasers;
•
competition from other life settlement companies;
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the occurrence of illegal or abusive business practices resulting in negative publicity about the market; and
•
the adoption of overly burdensome governmental regulation.
In addition, the life settlement market may evolve in ways we have not anticipated and we may be unable to respond in a timely or cost-effective manner. If the life settlement market fails to grow as quickly as or in the directions we have anticipated, our business, financial condition and results of operations would be materially adversely affected as it relates to our large-scale growth.
Government Regulation Could Negatively Impact Our Business
A majority of the states have now adopted some version of the model law promulgated by the National Association of Insurance Commissioners or another form of regulation governing viatical settlement companies in some way. These laws generally require the licensing of viatical providers and brokers, require the filing and approval of viatical settlement agreements and disclosure statements, and describe the content of disclosures that must be made to potential viators, describe various periodic reporting requirements for viatical settlement companies and prohibit certain business practices deemed abusive.
In addition, some states and the Securities and Exchange Commission treat viatical and life settlements as securities under state and federal securities laws. Because of legal precedent relating to the structure of our transactions, we do not believe that the application of securities laws will have a material adverse effect on our operations, but cannot assure you that state regulators or private individuals will not file these types of actions in the future or that such actions would not have a material adverse effect on our business.
While we welcome reasonable regulation of the viatical and senior life markets and believe that such regulation will benefit these markets, attempts to regulate these markets through application of their securities laws - either through actions by state agencies or private individuals may adversely affect the markets. We cannot assure you that we will not encounter regulatory difficulties in the future, some of which could have a material adverse effect on our business. In addition, government regulation could affect our referral networks or settlement purchasers, which could in turn have a material adverse effect on our business.
Our Founder Beneficially Owns 42% of Our Common Stock and, as a Result, Can Exercise Significant Influence over Our Company
Mr. David Dorr, our founder, is the beneficial owner of 42.442% of our common stock. In addition, Brian Dorr, our secretary and treasurer, owns 12.237% of our common stock. He will be able to influence most matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of our common stock or prevent our shareholders from realizing a premium over the market price for their shares of common stock.
Our common stock is subject to the “penny stock” rules of the SEC, which will make transactions in our common stock cumbersome and may depress the trading price of our common stock.
Our common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade “penny stocks” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances Many brokers have decided not to trade “penny stocks” because of the requirements of these rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the penny stock rules for any significant period, there may develop an adverse impact on the market, if any, for our securities.
We will incur significant additional expense related to compliance with the internal control over financial reporting requirements and other requirements of the Sarbanes Oxley Act of 2002 (“Sarbanes-Oxley”), and any inability to comply with these requirements may harm our business and the price of our common stock.
As directed by Section 404 of Sarbanes-Oxley, the SEC has adopted rules requiring public companies to conduct a comprehensive review and assessment of the effectiveness of their internal control over financial reporting, and to include a report of management on internal control over financial reporting in their annual reports, including Annual Reports on Form 10-K, which we will be required to file after the effectiveness of this registration statement. In addition, the independent registered public accounting firm that audits a public company's financial statements must attest to and report on management's assessment of the effectiveness of the company's internal control over financial reporting as well as the operating effectiveness of the company's internal control over financial reporting. These requirements may first apply to our annual report on Form 10-K for the fiscal year ending June 30, 2008 and the auditor attestation with not be required until fiscal year ending June 30, 2010.
We have engaged an outside Sarbanes-Oxley consulting firm who is assisting our management in evaluating our internal control over financial reporting in order to allow our management to report on, and preparing for our independent registered public accounting firm to attest to, our internal controls, and to identify weaknesses and deficiencies in or internal controls that require remediation. Currently, we do not have an independent audit committee and due to our small staff, we are only able to provide limited segregation of duties. Until our board of directors has established a qualified, independent audit committee and were are able to provide for more robust segregation of duties, it is highly unlikely that our management will be able to conclude that our internal control over financial reporting is effective without being subject to these qualifications. We have already expended significant resources during our 2008 and 2009 fiscal year and expect to expend additional significant resources during our 2010 fiscal year developing the necessary internal controls, documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act related to our internal controls. We also expect to continue expending significant resources in audit fees and related expenses related to Section 404. Despite these efforts, a review of our financial systems and controls may uncover additional deficiencies in existing systems and controls, and our efforts to correct any such deficiencies may be costly and may strain our management resources and negatively impact earnings. In the event we identify significant deficiencies or material weaknesses in our internal controls over financial reporting that we cannot remediate in a timely manner or we receive an adverse report from our independent registered public accounting firm with respect to our internal controls over financial reporting, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could be adversely affected. In addition to the above, in the event that our independent registered public accounting firm is unable to rely on our internal controls over financial reporting in connection with their audit of our financial statements, and in the further event that they are unable to devise alternative procedures in order to satisfy themselves as to the material accuracy of our financial statements and related disclosures, it is possible that we could receive a qualified or adverse audit opinion on those financial statements. In that event, the market for our common stock could be adversely affected. In addition, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could be adversely affected.
Stockholders are subject to potential dilution as a result of future issuances of securities.
In the event we need additional capital, we may offer to sell additional stock with rights, preferences and privileges senior to our common stock. Any such issuance would dilute the outstanding stockholders' equity interests in the Company and might adversely affect the value of the outstanding shares. Although we are generating revenue and believe such revenues are sufficient to support operations, we have an accumulated deficit and therefore may be required to raise additional funds.
ITEM 2.
ITEM 2. PROPERTIES
Our executive offices are located at 2001 Biscayne Blvd., Suite 2102 Miami, FL 33137. This office consists of 1,400 square feet and is leased under a one-year, non-cancelable real estate operating lease with a minimum rental commitment of $31,250 through June 15, 2009, the renewal date. We have occupied the current location since 2006 and expect that we will have no difficulty in obtaining additional annual renewals, if desired. There is currently a surplus of vacant office space available in the South Florida market and we do not anticipate any difficulty in obtaining a suitable replacement location should it become necessary. We do not own any properties nor do we lease any other properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings nor are any of our property the subject of any pending legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not submit any matters to a vote of our stockholders, through the solicitation of proxies or otherwise.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the Over-the-Counter Bulletin Board under the symbol "LFXG.OB". Prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions. The following table sets forth high and low bid quotations of our common stock (broken-down into fiscal quarters) for the periods indicated as reported on the OTC Bulletin Board:
As of June 30, 2009, there were 20 holders of record of our common stock.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities.
On July 28, 2009 the Company issued 150,000 share of common stock for amounts due a consultant. The share had a market value of $19,500.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following presentation of management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this report. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. Please refer to the discussion of Forward-looking statements included at the start of this annual report. Our actual results may differ significantly from the results discussed in the forward-looking statements.
Overview and Plan of Operations
We are an Internet-based, business-to-business exchange for the life settlement industry. We offer a broad range of services, resources and information specific to the life settlement industry, including news alerts, forums, industry-specific search capabilities, headlines and industry events.
Recent market events surrounding the AIG bankruptcy have been analyzed and evaluated by management and concur with the following observations. “The meltdown is happening at the holding company level," Connecticut Insurance Commissioner Thomas R. Sullivan said Tuesday. The insurance companies that are part of AIG "are still very solid, heavily capitalized, and are in good shape," he said. It's not the insurance side of the business but rather how insurers chose to invest money that's a problem now, the experts said. And state guaranty funds protect residents from the total loss of their policy benefits.
Life settlements have become a more popular investment for many institutional lenders, including life insurance companies. There has been a stabilization of the life settlement markets. The uncertainty that surrounded the government takeover of AIG on September 17, 2008 sent ripple effects throughout the life settlement industry because carrier solvency was and still is of tremendous concern to institutional buyers. Additionally on the same date, our industry saw a significant revision in the underwriting tables used by a major life expectancy provider that had an adverse impact on the pricing of life settlements. These two events together practically froze the entire life settlement market. Since the beginning of 2009, the market has adjusted to the new underwriting guidelines and carrier solvency risk has been priced into transactions. We anticipate the rest of 2009 will be much more stable and the life settlement market will return back to its previous volume and continuing to grow.
Results of Operations
Year Ended June 30, 2009 Compared to Year Ended June 30, 2008
Revenues for the year ended June 30, 2009 was $564,705 compared to year ended June 30, 2008 of $1,294,596 a decrease of $729,891 (56.3%) The decrease is attributable to the financial uncertainty of AIG during the quarter ended September 30, 2008 and the worsening economy through the second quarter ended December 31, 2008. The Company currently operates three service lines, its original exchange transaction platform service line, specialty auctions and a new service line of brokerage services, which commenced operations during the first quarter of fiscal 2009.
Costs of Revenue for the year ended June 30, 2009 was $81,676 compared to year ended June 30, 2008 of $36,849 and increase of 44,827 (121.6%). Cost of revenues consists of product development expenses, internet hosting services and related expenses. The increase was primarily due to increase in Internet Hosting costs and other cost, which were partially offset by a $5,000 reduction in development costs.
Sales and Marketing Costs for the year ended June 30, 2009 was $274,147 compared to year ended June 30, 2008 of $220,666, an increase of $53,481 (24.2%) Sales and marketing costs consist of travel, communications, subscriptions and memberships. The increase was primarily due to increased commissions associated with the new structured finance fee line; which was offset by a decrease in expenditures for organization memberships and other marketing costs design to promote the business; and a decrease in travel and entertainment expenses.
Administration Costs for the year ended June 30, 2009 was $824,882 compared to year ended June 30, 2008 of $626,328, an increase of $198,554 (31.7%) Administration costs consist of payroll expenses, professional fees, office expenses and other general and administrative costs. The increase was primarily due to an increase in legal and professional fees, an increase in other administration cost. The increases were partially offset by decreased payroll costs.
Other Income (Expense) for the year ended June 30, 2009 was an expense of $42,368 compared to June 30, 2008 there was an expense of $34,284 and increased expense of $8,084 (23.5%). Other income (expense) consists of refunds received, interest income and interest expense. The increased expense is primarily interest expense.
Net Income (Loss) for the year ended June 30, 2009 was a loss of $658,368 compared to year ended June 30, 2008 a net income of $376,469 for a decreased net income of $1,034,837 (274.8%). The decrease is primarily due to a decrease in revenue as a result of disruptions in the economy, which began during the first quarter and worsened during second quarter of 2009
Liquidity and Capital Resources and Plan of Operations
Overview The Company’s net working capital at June 30, 2009 was a deficit of $609,750 compared to a surplus of $160,991 at June 30, 2008. The Company reported $34,193 in cash at June 30, 2009. A major contributing factor for the working capital deficit being significantly higher than prior year is the Note Payable being reclassified to a current liability rather than a long term liability in the previous year. The note payable becomes due in April 2010.
It is still uncertain whether the Company can consistently generate sufficient revenues to fund its operational costs. As shown in the accompanying financial statements, the Company realized net loss from operations of $658,368 for the year ended June 30, 2009 and a shareholders’ deficit of $592,556 compared to a shareholders’ deficit of $320,406 as of June 30, 2008. These factors continue to raise substantial doubt about the Company’s ability to continue as a going concern. Our financial statements were prepared on the assumption that we will continue as a going concern and do not include any adjustments that might result should we be unable to continue as a going concern
Management’s plans in regard to this matter are to continue to raise equity capital and seek strategic relationships and alliances in order to further enhance the commercialization of its exchange platform in an effort to generate positive cash flow. Until its technologies become fully commercially viable and marketing efforts generate sufficient transaction volume, the Company may need to seek additional equity infusions in order to provide adequate liquidity to sustain its operations.
Cash Flows for FISCAL 2009
Cash Flows From Operating Activities Net cash used by operating activities was $229,070 for the year ended June 30, 2009. Net cash used from net loss, adjusted for non-cash reconciling items, was $341,591, which was partially offset by net cash used for working capital requirements of $112,521.
Cash Flows From Investing Activities Net cash used by investing activities was $0 for year ended June 30, 2009 compared to $9,837 for the year ended June 30, 2008, which was entirely for capital spending for equipment related to expanding our operations.
Cash Flows From Financing Activities Net cash provided by financing activities was $0 for the year ended June 30, 2009 compared to $5,000 for the year ended June 30, 2008 and was the result of an extension to our existing financing.
Financing The Company has obtained its financing from Vantage Group Ltd., a significant shareholder, through two note agreements, one for $300,000 dated July 7, 2006 and one for $150,000 dated April 2, 2007 and a $5,000 advance made under the same terms as the second note. Vantage Group Ltd. has provided $455,000 of financing in aggregate. The terms of the notes provide for 7% interest payable at maturity. The notes are unsecured and mature on April 15, 2010.
The $300,000 note provides that the Holder, at its option, may convert the principal amount of this Note or any portion thereof, together with accrued but unpaid interest, into shares of Common Stock of the Company (“Conversion Shares”) based on the Company attaining certain performance criteria as follows measured during December 2006. Company did not meet the performance criteria and accordingly, no shares were converted.
The $150,000 note also provides the Holder with conversion rights based on the Company attaining certain performance criteria.
Recent Accounting Pronouncements
The Company continues to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Notes to the audited Consolidated Financial Statements.
Although we believe we will have sufficient cash flow for operations, we would like to continue to grow and expand our business. During the next 12 months, we intend to spend between $250,000 and $500,000 to fund the establishment and expansion of our operations, although our ability to do so may depend on our ability to raise additional funds through debt and/or equity financing. The expansion of our operations will be primarily through further product development and intellectual property development and purchases. In the event we do not or cannot raise additional funds, we may be required to limit or curtail our expansion and growth plans.
Our plan of operation over the next twelve months is to focus on the following key objectives:
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Continue with our successful acquisition of new member clients.
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Continue to generate positive operating cash flows and develop cash reserves.
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Continue with the aggressive expansion of our intellectual property portfolio.
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Launch additional services which will increase our revenue streams.
Critical Accounting/Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires the use of estimates and assumptions the affect the reported amounts of revenue and expenses during the reporting period. The Company's critical accounting policies are those that are both most important to the Company's financial condition and results of operations and requires the most difficult, subjective or complex judgments or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results could vary from these estimates.
Revenue Recognition/Accounting Pronouncement(s)
The Company will recognize revenues in accordance with SAB No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue Recognition . The Company's accounting policy for revenue recognition will have a substantial impact on its reported results and relies on certain estimates that require difficult, subjective and complex judgments on the part of management The Company will recognize revenue when substantially all the risks and rewards of life settlement transactions have transferred from the seller to the buyer. A life settlement transaction is defined by the Company as “the sale of an in-force life insurance policy that is issued on the life of a person that is not considered terminally ill, for a lump sum amount; the amount is more than the cash surrender value of the policy but less than the face value of the policy”. Revenue associated with life settlement transactions will be recognized when title (ownership) passes to the customer (purchaser), either immediately or within a fixed time schedule that is reasonable and customary in the industry.
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2009, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Life Exchange, Inc. and Subsidiaries
Miami, Florida
We have audited the accompanying consolidated balance sheet of Life Exchange, Inc. and Subsidiaries as of June 30, 2009, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the year then ended. Life Exchange, Inc. and Subsidiaries’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 included 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 on 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 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 financial statements referred to above present fairly, in all material respects, the financial position of Life Exchange, Inc. and Subsidiaries as of June 30, 2009, and the results of its activities and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company realized a net loss from operations for the year ended June 30, 2009, the current year’s current liabilities exceed current assets and has an accumulated deficit, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ L.L. Bradford & Company, LLC
September 23, 2009
Las Vegas, Nevada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and Board of Directors of
Life Exchange, Inc.
We have audited the accompanying balance sheets of Life Exchange, Inc. and the related statements of operations, changes in shareholders’ deficiency and cash flows for the year ended June 30, 2008 and 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 audits provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Life Exchange, Inc. as of June 30, 2008 and 2007 and the results of its operations and its cash flows in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that Life Exchange, Inc. will continue as a going concern. As discussed in Note A to the financial statements, it is still uncertain whether the Company can consistently generate sufficient revenues to fund its operational costs, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Jewett, Schwartz, Wolfe & Associates
Jewett, Schwartz, Wolfe & Associates
Hollywood, Florida
September 26, 2008
200 South Park Road, SUITE 150 ● HOLLYWOOD, FLORIDA 33021 ● TELEPHONE (954) 922-5885 ● FAX (954) 922-5957
MEMBER - AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
PRIVATE COMPANIES PRACTICE SECTION OF THE AICPA ●REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD OF THE SEC
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements
LIFE-EXCHANGE, INC. and SUBSIDIARY
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2009 and 2008
NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS
Company Background
On January 19, 2005 (“date of inception”), Life-Exchange, Inc. (“the Company”) was organized under the laws of the State of Delaware as a corporation. Life-Exchange, Inc. was established for the purposes of servicing the life settlement industry by creating an on-line business-to-business exchange platform, which will facilitate the brokering of secondary life insurance.
On January 29, 2006, the Company began to trade publicly under the name Life Exchange, Inc. (OTC pink sheets: LFXG.PK).
On September 27, 2007, the Company formed LFX Insurance Services, LLC (“LFXIS”) a Nevada limited liability corporation as a wholly-owned subsidiary. LFXIS was formed to process “structured finance” transactions related to the Company’s core life settlement business. Structured finance transactions involve an extension of the services provided to customer base for customer driven transactions executed through the Company’s exchange platform. Structured finance transactions involve utilizing the skill sets of the Company’s personnel to both advise and structure an appropriate transaction that accommodates the goals of the parties involved. The Company incurred minimal expenses in establishing the subsidiary.
In July 2008, the Company formed four additional subsidiaries to facilitate its plans to further expand its service offerings. The newly formed subsidiaries are as follows:
LFX Brokerage LLC was formed to facilitate deeper market penetration into life settlement sell-side participants. This entity will hold life settlement brokerage licenses and life insurance general agency licenses allowing us to offer expanded services as they relate to our core business of operating a life settlement exchange. These licenses also give us the flexibility to interact directly with policy owners and more efficiently address their market needs.
LFX Acquisitions LLC was formed to facilitate deeper market penetration into life settlement buy-side participants. This entity will hold life settlement provider licenses and provide better market access to financial institutions like banks and pension funds to our life settlement exchange. This entity will also allow us the ability to provide ongoing asset servicing to clients that require these services. This company currently has no operations.
LFX Capital Markets LLC was formed in anticipation of further regulatory developments that could bring greater oversight by FINRA to the life settlement market place. This entity will be licensed as a broker/dealer and will also be designed for providing trades in more advanced structured life settlement products that will be classified as securities. Having a broker/dealer license will also allow us to accept variable life insurance contracts, a sector of the market that we have not yet tapped. This company currently has no operation.
LFX Trading, LLC was formed to hold all the technology related to our life settlement auction platform as well as the intellectual property we will be developing related to our electronic trading platform. This new entity will ultimately be responsible for receiving all transaction fees as they relate to auctions or trades through our systems.
Going Concern
It is uncertain whether the Company can consistently generate sufficient revenues to fund its operational costs. As shown in the accompanying consolidated financial statements, the Company realized net loss from operations of $658,368 for the year ended June 30, 2009 and a shareholders’ deficit of $592,556, which is an increase from a shareholders’ deficit of 320,406 as of June 30, 2008. The Company’s net working capital at June 30, 2009 was a deficit of $609,750 compared to a surplus of $160,991 at June 30, 2008. The Company reported $34,193 in cash at June 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to this matter are to continue to pursue structured finance transactions and if necessary to raise equity capital, seek debt financing and to form strategic relationships and alliances in order to continue the commercialization of its online exchange platform in an effort to generate sustainable positive cash flow. Until its online exchange platform becomes commercially viable or the newly formed structured finance transactions prove sustainable and continue to generate sufficient revenues, the Company must continue to rely upon debt and/or equity infusions in order to provide adequate liquidity to sustain its operations. However, there can be no assurance that management’s plans will be successful.
The financial statements have been prepared on a “going concern” basis and accordingly do not include any adjustments that might result from the outcome of this uncertainty.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Life-Exchange, Inc. and its wholly owned subsidiarys LFX Insurance Services, LLC, LFX Trading LLC, LFX Brokerage, LFX Capital Markets LLC, and LFX Acquisitions LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made in the 2008 results to conform to the presentation used in 2009.
Basis of Accounting
The consolidated financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to accounting principles generally accepted in the United States of America.
Management’s 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, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with the provisions of SAB No.101, Revenue Recognition in Financial Statements, as amended by SAB No.104, Revenue Recognition, which states that revenue is realized and earned when all of the following criteria are met:
(a)
persuasive evidence of the arrangement exists,
(b)
delivery has occurred or services have been rendered,
(c)
the seller’s price to the buyer is fixed and determinable and
(d)
collectability is reasonably assured.
The Company’s accounting policy for revenue recognition will have a substantial impact on its reported results and relies on certain estimates that require difficult, subjective and complex judgments on the part of management. The Company will recognize revenue when substantially all the risks and rewards of life settlement transactions have transferred (will transfer) from the seller to the buyer. A life settlement transaction is defined by the Company as “the sale of an in-force life insurance policy that is issued on the life of a person that is not considered terminally ill, for a lump sum amount; the amount is more than the cash surrender value of the policy but less than the face value of the policy”. Revenue associated with life settlement transactions will be recognized when title (ownership) passes to the customer (purchaser), either immediately or within a fixed time schedule that is reasonable and customary in the industry.
In addition to settlement transactions, the Company also recognizes revenue from distributing industry related news and information; annual license fees and setup fees. All these fees are non-refundable and earned upon delivery of the related service.
Cash and Cash Equivalents
The Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.
The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an appropriate allowance for uncollectible accounts receivable based upon the expected collectability of all accounts receivable.
Two customers accounted for approx 62% of the company’s revenue for the year ended June 30, 2009.
Accounts Receivable
The Company carries its accounts receivable at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on its history of past write-offs, collections and current credit conditions. During the year ended June 30, 2009 and 2008, the Company reflected an allowance for doubtful accounts of $17,625 and $4,730, respectively, related to the amounts due from specific customers that were deemed by management to be uncollectible.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method. Maintenance and repair costs are expensed as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the assets.
Intangible Assets
Intangible assets consist of patent costs covering the exchange platform concept and associated technology. The patent has a carrying value of $10,000 and is being amortized on the straight-line basis over 15 years. Accumulated amortization as of June 30, 2009 and 2008 was $2,667 and $2,000 respectively. Amortization expense was $667 for YTD 2009. Amortization expense is estimated to be $667 per year in each of the years ended June 30, 2009 through 2013.
Income Tax Benefit
The income tax benefit consists of taxes currently refundable due to net operating loss carry back provisions for federal and state governments. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
We have a current payroll tax liability of $8,477, of which $7,497 is related to stock compensation.
Product Development Costs
Product and development costs consist of the costs to develop and operate the online exchange platform’s web based application and transaction database and are expensed as incurred.
Fair Value of Financial Instruments
Cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses, as reflected in the financial statements, approximate fair value because of the short-term maturity of these instruments. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates arte subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable in accordance with SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. We assess the recoverability of the intangible assets by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting our average cost of capital, or other appropriated methods of determining fair value. In 2009, the Company believes that there has been no impairment of its long-lived assets.
Research and Development Costs
Research and development costs are expensed as incurred.
Earnings (Loss) Per Share
The Company reports earnings (loss) per share in accordance with SFAS No.128. This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.
Stock Based Compensation
On January 1, 2006 the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment" ("SFAS 123 (R) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values. SFAS 123 (R) supersedes the Company's previous accounting under Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" ("APB 25") for the periods beginning fiscal 2006.
Comprehensive Income (Loss)
The Company adopted SFAS No.130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the year covered in the financial statements.
Segment Reporting
SFAS No.131, “Disclosures about Segments of an Enterprise and Related Information” requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments.
Recent Accounting Pronouncements
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.
The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principls
In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.
Employers’ Disclosures about Postretirement Benefit Plan Assets
In December 2008, the FASB issued FSP FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets This FSP amends SFAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. FSP FAS No. 132(R)-1 also includes a technical amendment to SFAS No. 132(R) that requires a nonpublic entity to disclose net periodic benefit cost for each annual period for which a statement of income is presented. The required disclosures about plan assets are effective for fiscal years ending after December 15, 2009. The technical amendment was effective upon issuance of FSP FAS 132(R)-1. The adoption of the technical amendment had no impact on the Company’s condensed consolidated financial condition or results of operations.
Effective Date of FASB Interpretation 48 for Certain Nonpublic Enterprises
In December 2008, the FASB issued FSP FIN No. 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises” FSP FIN No. 48-3 defers the effective date of FIN 48, Accounting for Uncertainty in Income Taxes, for certain nonpublic enterprises as defined in SFAS No. 109, Accounting for Income Taxes. However, nonpublic consolidated entities of public enterprises that apply U.S. GAAP are not eligible for the deferral. FSP FIN No. 48-3 was effective upon issuance. The impact of adoption was not material to the Company’s condensed consolidated financial condition or results of operations.
Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities
In December 2008, the FASB issued FSP FAS No. 140-4 and FIN 46(R) -8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. This FSP amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to require public entities to provide additional disclosures about transfers of financials assets. FSP FAS No.140-4 also amends FIN No. 46(R)-8, Consolidation of Variable Interest Entities, to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. FSP FAS No. 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary
In November 2008, the FASB issued FSP EITF No. 08-8, Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary. EITF No. 08-8 clarifies whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity’s consolidated subsidiary is indexed to the reporting entity’s own stock. EITF No. 08-8 also clarifies whether or not stock should be precluded from qualifying for the scope exception of SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, or from being within the scope of EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. EITF 08-8 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Accounting for Defensive Intangible Assets
In November 2008, the FASB issued EITF No. 08-7, Accounting for Defensive Intangible Assets. EITF No. 08-7 clarifies how to account for defensive intangible assets subsequent to initial measurement. EITF No. 08-7 applies to all defensive intangible assets except for intangible assets that are used in research and development activities. EITF No. 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Equity Method Investment Accounting Considerations
In November 2008, the FASB issued EITF No.08-6, Equity Method Investment Accounting Considerations. EITF No. 08-6 clarifies accounting for certain transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. EITF 08-6 is effective on a prospective basis for fiscal years beginning on or after December 15, 2008. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
In October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. This FSP clarifies the application of SFAS No. 157, Fair Value Measurements. in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company’s condensed consolidated financial condition or results of operations.
Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement
In September 2008, the FASB issued EITF No 08-5, Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement. This FSP determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF No. 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of SFAS 133 and FIN 45; and Clarification of the Effective Date of SFAS 161
In September 2008, the FASB issued FSP FAS No. 133-1, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. This FSP amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends SFAS No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require and additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, this FSP clarifies the Board’s intent about the effective date of SFAS No 161, Disclosures about Derivative Instruments and Hedging Activities. FSP FAS No. 133-1 is effective for fiscal years ending after November 15, 2008. The adoption of this pronouncement had no impact on the Company’s condensed consolidated financial condition or results of operations.
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.
Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock
In June 2008, the FASB ratified EITF 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock". EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for us as of January 1, 2009 and early adoption is not permitted. The Company has adopted FSP APB 14-1.
The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No.162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No.162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No.162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.
Determination of the Useful Life of Intangible Assets
In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No.142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No.142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No.141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.
Disclosure about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No.161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No.133”. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No.161 on January 1, 2009. The Company has adopted SFAS No.161.
Noncontrolling Interests in Consolidated Financial Statements
In December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements”, which amends ARB 51, “Consolidated Financial Statements”, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No.160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No.160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS No.160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company has adopted SFAS No.160.
Business Combinations
In December 2007, the FASB issued SFAS No.141(R) “Business Combinations”. This Statement replaces the original SFAS No.141. This Statement retains the fundamental requirements in SFAS No.141 that the acquisition method of accounting (which SFAS No.141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No.141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No.141(R) establishes principles and requirements for how the acquirer:
a.
Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.
b.
Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.
c.
Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No.141(R) will have on its consolidated results of operations and financial condition.
Fair Value Option for Financial Assets and Liabilities
In February 2007, the FASB issued SFAS No.159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which provides companies with an option to report selected financial assets and liabilities at fair value with the changes in fair value recognized in earnings at each subsequent reporting date. SFAS No.159 provides an opportunity to mitigate potential volatility in earnings caused by measuring related assets and liabilities differently, and it may reduce the need for applying complex hedge accounting provisions. If elected, SFAS No.159 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact that this statement may have on the Company results of operations and financial position, and has adoption of SFAS No.159.
Fair Value Measurements
In September 2006, the FASB issued SFAS No.157, “Fair Value Measurements”. SFAS No.157 provides guidance for using fair value to measure assets and liabilities. SFAS No.157 addresses the requests from investors for expanded disclosure about the extent to which Companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No.157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal tears. SFAS No.157 was adopted by the Company in the first quarter of fiscal year 2009, and does not expect the adoption to have a material impact on its consolidated results of operations and financial condition.
NOTE 2 - PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET
Depreciation expenses for the years ended June 30, 2009 and 2008 were $6,103 and $5,040, respectively.
NOTE 3 - OTHER ASSETS
Patent costs consist of accumulated legal costs associated with a patent application covering the exchange platform concept and associated technology. On March 29, 2006 David Dorr (“Dorr”), the chief executive officer of Life Exchange and primary developer of the online exchange platform concept, entered into an Assignment by Inventor agreement whereby the ownership of the patent application and associated intellectual property rights were transferred to the Company. Prior to the transfer, the Company had operated under a license agreement with Dorr to pursue the development and utilization of the online exchange platform. Patent costs amortization expense is $667 annually, for each fiscal year ended June 30, through 2020.
Lease Security Deposits decrease as the amounts were utilized for May and June 2009 rent expense.
NOTE 4 - NOTE PAYABLE - RELATED PARTIES
On July 5, 2006, the Company entered into a note agreement with Vantage Group Ltd. to provide $300,000 of additional financing (“Note 1”). The terms of Note 1, as modified by subsequent amendments, provide for 7% compounding interest payable at maturity. Note 1 is unsecured and matures April 15, 2010. Note 1 also provides Vantage with conversion rights based on the Company attaining certain performance criteria as follows. The Holder of this Note 1 is entitled, at its option, to convert the principal amount of Note 1 or any portion thereof, together with accrued but unpaid interest, into shares of Common Stock of the Company (“Conversion Shares”) based on the Company attaining certain performance criteria measured during December, 2006. The Company did not meet the performance criteria and accordingly, no shares were converted.
On April 2, 2007, the Company entered into a note agreement with Vantage Group Ltd. to provide $150,000 of additional financing (“Note 2”). The terms of Note 2, as modified by subsequent amendments, provide for 7% compounding interest payable at maturity. Note 2 is unsecured and matures on April 15, 2010. Note 2 also provides Vantage with conversion rights based on the Company attaining certain performance criteria as follows. Note 2 may be converted into shares of the Company’s common stock at (i) $0.10 or (ii) fifty percent (50%) of the three lowest closing prices of the Company’s Common Stock on the Pink Sheets (or such other principal market or exchange where the Common Stock is listed or traded at the time of conversion) immediately preceding the date of conversion.
On August 2, 2007, the Company was advanced an additional $5,000 under the same terms as Note 2.
NOTE 5 - LEASES and COMMITMENTS
The Company currently leases its primary office facilities under a one-year, non-cancelable real estate operating lease with a minimum annual rental commitment of $33,000. The lease expired on June 1, 2009 and the company is currently on a month to month tenancy.
In July 2008, the Company formed four additional subsidiaries to facilitate its plans to further expand its service offerings. Filings with the State of Nevada began on June 3, 2008, however the organization activities were not completed until July 2008. None of these subsidiaries were complete and operational or record any transactions as of June 30, 2008. The newly formed subsidiaries are as follows:
LFX Brokerage LLC
This company was formed to facilitate deeper market penetration into life settlement sell-side participants. This entity will hold life settlement brokerage licenses and life insurance general agency licenses allowing us to offer expanded services as they relate to our core business of operating a life settlement exchange. These licenses also give us the flexibility to interact directly with policy owners and more efficiently address their market needs.
LFX Acquisitions LLC
This company was formed to facilitate deeper market penetration into life settlement buy-side participants. This entity will hold life settlement provider licenses and provide better market access to financial institutions like banks and pension funds to our life settlement exchange. This entity will also allow us the ability to provide ongoing asset servicing to clients that require these services.
LFX Capital Markets LLC
This company was formed in anticipation of further regulatory developments that could bring greater oversight by FINRA to the life settlement market place. This entity will be licensed as a broker/dealer and will also be designed for providing trades in more advanced structured life settlement products that will be classified as securities. Having a broker/dealer license will also allow us to accept variable life insurance contracts, a sector of the market that we have not yet tapped.
LFX Trading, LLC
This company was formed to hold all the technology related to our life settlement auction platform as well as the intellectual property we will be developing related to our electronic trading platform. This new entity will ultimately be responsible for receiving all transaction fees as they relate to auctions or trades through our systems.
NOTE 6 - INCOME TAXES
The benefit from income taxes for the years ended June 30, 2009 and 2008 consist of the following:
The difference between benefit from income taxes computed by applying the federal statutory Corporate tax rate and actual income tax expense for the periods ended June 30, 2009 and 2008 is as follows:
The net deferred tax assets at June 30, 2008 and June 30, 2007 are comprised of the following:
The Company currently has a net operating loss (NOL) of $1,341,253 (2009) and $682,885 (2008) which can be utilized until the year 2027. The deductibility of the NOL is subject to the limitations provision of the Federal tax code (i.e. IRC § 382).
NOTE 7 - EARNINGS PER SHARE
Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. The following reconciles amounts reported in the financial statements for the year ended June 30, 2009 and 2008:
NOTE 8 - EQUITY
The Company has authorized 250,000,000 shares of common stock with a par value of $0.001 per share. As of June 30, 2009, the Company has 178,315,000 shares of common stock issued and outstanding
The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.001 per share. As of June 30, 2009, the Company has no shares of preferred stock issued and outstanding
On January 13, 2009 the Company issued 900,000 shares of common stock for amounts due consultants. The share issuance had a market value of $144,000.
On January 14, 2009 the Company issued 350,000 shares of common stock for amounts due employees. The share issuance had a market value of $56,000.
On January 22, 2009 the Company issued 350,000 shares of common stock for amounts due employees and consultants. The share issuance had a market value of $42,000.
NOTE 9 - SUBSEQUENT EVENTS
The Company adopted FASB Statement No. 165, Subsequent Events (“FAS 165”) effective June 15, 2009. FAS 165 defines subsequent events as either recognized (events that existed at the balance sheet date and therefore should be reflected in the financial statements) or non-recognized (events that did not exist at the balance sheet date and are not reflected in the financial statements; material non-recognized subsequent events should be disclosed). FAS 165 requires the Company to disclose the date through which it has evaluated subsequent events and whether the date represents the date the financial statements were issued or were available to be issued. The Company has evaluated subsequent events through September 24, 2009, the date the financial statements were issued.
On July 28, 2009 the Company issued 150,000 shares of common stock for amounts due a consultant. The shares had a market value of $19,500.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On July 27, 2009 and August 3, 2009, the Company filed with the SEC a Form 8-K and a Form 8-K/A, respectively reporting the following change of accountants. On July 21, 2009, the Board of Directors of Life Exchange, Inc. appointed L.L. Bradford (“Bradford”) as its independent auditors for the 2009 fiscal year, replacing Jewett, Schwartz, Wolfe & Associates (“Jewett”). This action effectively dismisses Jewett as the Company’s independent auditor effective July 21, 2009; however, Jewett’s report on the Company’s financial statements for the years ended June 30, 2008 and 2007 did not contain an adverse opinion or disclaimer of opinion except that the audit reports for the fiscal years ended June 30, 2008 and 2007, contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
For the years ended June 30, 2008 and 2007, and through July 21, 2009, there were no disagreements with Jewett on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Jewett’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. For the years ended June 30, 2008 and 2007, and through the date of this Form 8-K, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
During the years ended June 30, 2008 and 2007, and through July 21, 2009 (the date Bradford was appointed), the Company did not consult Bradford with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s Consolidated Financial Statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
For the period ending June 30, 2009, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. The term “disclosure controls and procedures” is defined in Rules 13(a)-15e and 15(d) - 15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2009. They have concluded, as of June 30, 2009 that our disclosures were effective to ensure that:
(1) Information required to be disclosed by the Company in reports that it files or submits under the act is recorded, processed, summarized and reported, within the time periods specified in the Commissions' rules and forms, and
(2) Controls and procedures are designed by the Company to ensure that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to the issuer's management including the Chief Executive Officer and the Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding financial disclosure.
This term refers to the controls and procedures of a Company that are designed to ensure that information required to be disclosed by a Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. They have concluded that, as of June 30, 2009 our disclosure and procedures were effective in ensuring that required information will be disclosed on a timely basis in our reports filed under the exchange act.
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the company to provide only management's report in this Annual Report.
Lack of Segregation of Duties
Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. However, Management has engaged the services to of a consulting firm specializing in Sarbanes-Oxley compliance to assist us in identifying areas where we may cost-effectively improve our segregation of duties. They are also assisting Management in testing our internal controls to determine if the internal controls currently in place are functioning as designed. Management will periodically reevaluate this situation.
Lack of Independent Board of Directors and Audit Committee
Management is aware that there is a lack of an independent board of directors and audit committee due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the cost of maintaining independent board members and the direct involvement of the existing officers and board members in the company’s daily transactions, the risks associated with such lack of an independent board of directors are low and the potential benefits of adding independent directors to enhance corporate governance duties do not justify the substantial expenses associated with such additions. Management has begun the interview process for several potential additions to the board. Management will periodically reevaluate this situation.
Changes in Internal Control
There have been no other changes in our internal controls over financial reporting that occurred during the period covered by this Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Evaluation of and Report on Internal Control over Financial Reporting
The management of the Registrant is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on its assessment, management concluded that, as of June 30, 2009, the Company’s internal control over financial reporting is effective based on those criteria.
This quarterly report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly report.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management has taken steps to correct previously disclosed material weaknesses in the preparation, review, presentation and disclosures in our Consolidated Financial Statements. We are continuing to monitor, evaluate and test the operating effectiveness of these controls.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
On September 23, 2009, the Securities and Exchange Commission temporarily suspended the trading of the securities of Life Exchange, Inc., together with sixteen other unrelated entities, which trading suspension terminates on October 6, 2009. Life Exchange was unaware of any issues that would result in a trading suspension prior to September 23, 2009. The Commission suspended the trading as a result of alleged issues with the control authority of the predecessor management of the public company. That is, the Commission has made allegations against the management of the public entity prior to Life Exchange completing a reverse merger in December, 2005. Moreover, the Commission has not made any allegations of wrongdoing as to Life Exchange, its management or operations, following the completion of such reverse merger.
Life Exchange has begun an aggressive and thorough investigation into the matter. Life Exchange is unaware at this time of any impact that the trading suspension will have on its financial statements or future operations.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table furnishes the information concerning our directors and officers as of June 30, 2008. The directors are elected every year and serve until their successors are elected and qualify.
Name
Age
Position(s)
David Dorr
President, Chief Executive Officer, Chief Financial Officer, Director
Brian Dorr
Secretary, Treasurer, Director
David Dorr, (31) is the President, Chief Executive Officer and founder of Life-Exchange. Mr. Dorr has been an officer and director with Life-Exchange since its inception in January 2005. Over this period, Mr. David Dorr has been responsible for development and implementation of the company’s direction, strategic ventures and relationships. Mr. David Dorr has been asked to speak both in the U.S. and Europe at industry conferences, including the BVZL Conference held in Dortmund, Germany, the Life Insurance Settlement Association Conference in New York, and the Emerging Investment Strategies in the Secondary Life Market, Hedge Fund Conference in New York. For the three years prior to launching Life-Exchange, Mr. Dorr was Director of Business Development for Life Asset Group in Miami, Florida; a premier life settlement brokerage firm. He joined Life Asset Group when it was a start-up operation and in his position as Director of Business Development, Mr. Dorr transformed the firm from a start-up operation of one employee, to a profitable operation of 22 employees within two years.
Brian Dorr, (26), has been has been an officer and director with Life-Exchange since March 2005. As Vice President of Longevity Trading his primary responsibility is on the execution of all life settlement policy auctions. In addition to these duties, Mr. Dorr is responsible for the development of the Life-Exchange software application and all customer service and client side activities. For the three years prior to joining Life-Exchange, Mr. Dorr was employed by Life Asset Group in Miami, Florida; one of the nation’s largest life settlement brokerage firms based in Miami, Florida. At Life Asset Group, he was responsible for the creation and management of the firm's Case Coordination Department. In addition to his management duties, Mr. Dorr was responsible for sourcing, recommending and implementing software applications to streamline case management. Mr. Dorr was also a member of the firm’s in-house design committee responsible for design and improvements to the firm’s Customer Resource Management system.
David Dorr, Brian Dorr, and Cameron Dorr, an investor in the company, are brothers.
In October 2008, Jean-Marc Golden and the Company concluded their relationship and Mr. Golden's positions as vice president, chief operating officer and as a member of the board of directors of the Company effective immediately. The conclusion of the relationship did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On December 3, 2008, the Company filed with the SEC a current report on Form 8-K reflecting the above action.
Code of Ethics
We adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our directors, David Dorr and Brian Dorr, have chosen to adopt such a code of ethics because they believe that establishing a code of ethics is in the best interest of our shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent (10%) beneficial owners to file reports with the SEC regarding their ownership and changes in ownership of their equity securities of the Company and to furnish to the Company copies of such reports. Based solely upon our review of the copies of such reports, we believe that during the 2008 fiscal year, all directors, executive officers and ten percent (10%) beneficial owners have complied with such filing requirements.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
(a) Compensation.
The following table sets forth compensation awarded to, earned by or paid to our Chief Executive Officer and the four other most highly compensated executive officers with compensation in excess of $100,000 for the years ended June 30, 2009, 2008 and 2007 (collectively, the "Named Executive Officers").
In October 2008, Jean-Marc Golden and the Company concluded their relationship and Mr. Golden's positions as vice president, chief operating officer and as a member of the board of directors of the Company effective immediately. The conclusion of the relationship did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On December 3, 2008, the Company filed with the SEC a current report on Form 8-K reflecting the above action.
EMPLOYMENT CONTRACTS
We do not have an employment contract with any executive officer.
We have made no Long Term Compensation payouts (LTIP or other).
DIRECTOR COMPENSATION
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of June 30, 2009, for each person, other than directors and executive officers, who is known by us to own beneficially five percent (5%) or more of its outstanding Common Stock.
Security Ownership of five percent (5%) Shareholders
(1) Lyle Hauser is the sole shareholder, officer and director of Vantage Group, Ltd. Address is c/o Life Exchange, Inc., 2001 Biscayne Blvd., Suite 2102, Miami, FL 33137. Vantage Group, Ltd. provided the bulk of the initial funding necessary to launch the Company. As of June 30, 2009, the Company owes Vantage Group, Ltd. $455,000 under 2 unsecured convertible notes and accrued interest in the amount of $95,076
Security Ownership of Management
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of June 30, 2009, for the following: (1) each of the Company's directors and executive officers and (2) its directors and executive officers as a group.
(1) Based on an aggregate of 178,315,000 common shares outstanding as of June 30, 2009.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None of our directors or executive officers or their respective immediate family members or affiliates are indebted to us. As of the date of this report, there is no material proceeding to which any of our directors, executive officers or affiliates is a party or has a material interest adverse to us.
David Dorr, Brian Dorr, and Cameron Dorr, an investor in the company, are brothers.
David Dorr is the primary developer of the online exchange platform concept. On March 29, 2006 Mr. Dorr entered into an Assignment by Inventor agreement whereby the ownership of the Patent Application that had been filed with the U.S. Patent office on July 21, 2004, patent Application No. 10/895112 and associated intellectual property rights were transferred to the Company. Mr. Dorr assigned the patent rights for the nominal consideration of $1.00.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
We were billed $34,500 for the fiscal year ended June 30, 2009 and $34,950 for the fiscal year ended June 30, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements, the review of our quarterly financial statements, and other services performed in connection with our statutory and regulatory filings.
Audit Related Fees
There were $0 in audit related fees for the fiscal year ended June 30, 2009 and $0 in audit related fees for the fiscal year ended June 30, 2008. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the foregoing paragraph.
Tax Fees
Tax fees were $3,000 for the fiscal year ended June 30, 2009 and $10,000 for the fiscal year ended June 30, 2008.
All Other Fees
There were no other professional services rendered by our principal accountant during the last two fiscal years that were not included in the above paragraphs.
Preapproval Policy
Our Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Jewett, Schwartz, Wolfe & Associates as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules. The following financial statements and schedules for the Company as of June 30, 2008 are filed as part of this report.
(1) Financial statements of the Company and its subsidiaries.
(2) Financial Statement Schedules:
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(A) EXHIBITS.
The following Exhibits are incorporated herein by reference or are filed with this report as indicated below.
EXHIBIT
NUMBER
DESCRIPTION
2.1
Exchange Agreement dated December 22, 2005*
2.2
Agreement and Plan of Merger (Short Form Merger) dated March 29, 2006*
3.1
Articles of Incorporation of Life Exchange, Inc. Delaware dated January 20, 2005*
3.2
Amendment to Articles of Life Exchange, Inc. Delaware dated April 6, 2005*
3.3
Amended and Restated Articles of Incorporation of Life Exchange, Inc., Nevada, dated November 14, 2005*
3.4
By-Laws*
10.1
Stock Purchase Agreement dated March 8, 2006*
10.2
Assignment by Inventor dated March 31, 2006*
10.3
Form of Broker User Agreement*
10.4
Form of Provider User Agreement*
23.1
Consent of Auditor*
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
_______________
* Previously filed
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Life Exchange, Inc.
/s/ David Dorr
By: David Dorr
President, Chief Executive Officer, Chief Financial Officer
Date: September 29, 2009
Pursuant to the requirements of Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
/s/ David Dorr
By: David Dorr, Director
Date: September 29, 2009
/s/ Brian Dorr
By: Brian Dorr, Director
Date: September 29, 2009