UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2006
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
333-123176
(Commission file number)
FIT FOR BUSINESS INTERNATIONAL, INC.
------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 20-2008579
------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10/27 Mayneview St., Milton, Q 4064 Australia
---------------------------------------------
(Address of principal executive offices)
61-7-33673355
-------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act. [ ] Yes [X] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of February 13, 2007: 24,346,000 shares of Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements..............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation........25
Item 3. Controls and Procedures..........................................30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......31
Item 3. Defaults Upon Senior Securities..................................31
Item 4. Submission of Matters to a Vote of Security Holders..............31
Item 5. Other Information................................................31
Item 6. Exhibits and Reports of Form 8-K.................................31
SIGNATURES....................................................................34
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
------
December 31,
2006
------------
Current assets
Cash and cash equivalents $ 43,216
Inventory 1,380
------------
Total current assets 44,596
Property and equipment
Office and computer equipment 2,130
Furniture and fixtures 189
Web site development costs 8,209
Developed software applications 41,506
------------
52,034
Less accumulated depreciation and amortization (19,880)
------------
Net property and equipment 32,154
Other assets
Deferred offering costs 178,370
Trademark, less accumulated amortization of $196 41
------------
Total other assets 178,411
------------
Total assets $ 255,161
============
The accompanying notes are an integral part of these financial statements.
1
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
December 31,
2006
------------
Current liabilities
Accounts payable - trade $ 69,897
Accrued compensation and related expenses 1,447,970
Other accrued liabilities 134,595
Loans from related parties 101,805
------------
Total current liabilities 1,754,267
Deferred revenue - license fees 124,750
Promissory note
Promissory note - Elontraion Pty. Ltd., 5% per annum, due
December 31, 2009, unsecured 19,733
Promissory notes and accrued interest subject to rescission
Promissory notes - Fort Street Equity, Inc., 5% per annum, principal
and accrued interest due December 31, 2009, unsecured 141,878
Stockholders' (deficit)
Preferred stock, par value $0.001 per share; 10,000,000 shares
authorized; 1,000,000 shares issued and outstanding 1,000
Common stock, par value $0.001 per share; 100,000,000 shares
authorized; 24,346,000 shares issued and outstanding 24,346
Additional paid-in capital 981,467
Common stock subscription receivable - Fort Street Equity, Inc. (12,000)
Deficit accumulated during the development stage (2,687,105)
Accumulated other comprehensive loss (93,175)
------------
Total stockholders' (deficit) (1,785,467)
------------
Total liabilities and stockholders' (deficit) $ 255,161
============
The accompanying notes are an integral part of these financial statements.
2
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
For the period
December 14,
Three Months Ended Six Months Ended 1998
---------------------------- ---------------------------- (inception) to
December 31, December 31, December 31, December 31, December 31,
2006 2005 2006 2005 2006
------------ ------------ ------------ ------------ --------------
Revenues $ 4,639 $ 2,043 $ 7,507 $ 4,913 $ 36,475
Cost of sales 2,033 1,099 2,730 1,992 17,134
------------ ------------ ------------ ------------ --------------
Gross profit 2,606 944 4,777 2,921 19,341
------------ ------------ ------------ ------------ --------------
Selling, general and administrative expenses
Wages, compensation and related taxes 152,757 29,535 393,610 120,823 1,843,036
Legal, accounting and consulting fees 21,723 24 32,178 8,553 369,734
Advertising and promotion -- -- -- 103 40,316
Depreciation and amortization 2,373 2,295 4,743 4,472 18,680
Write-off of deferred offering costs -- -- -- -- 79,685
Office rent and common area costs 8,463 4,169 8,463 8,429 41,285
Training and development -- (7) -- 674 26,890
Travel, meals and lodging 458 61 458 1,820 35,707
Realized foreign currency exchange adjustments -- 8,044 -- 7,859 23,613
Other selling, general and administrative 6,300 5,988 14,293 18,201 203,094
------------ ------------ ------------ ------------ --------------
Total selling, general and administrative
expenses 192,074 50,109 453,745 170,934 2,682,040
------------ ------------ ------------ ------------ --------------
(Loss) from operations (189,468) (49,165) (448,968) (168,013) (2,662,699)
Other income (expense) (6,053) (1,844) (3,527) (3,179) (24,406)
Provision for income taxes -- -- -- -- --
------------ ------------ ------------ ------------ --------------
Net loss (195,521) (51,009) (452,495) (171,192) (2,687,105)
Other comprehensive income (loss)
Australian currency translation (133,393) 12,206 (102,291) 13,216 (93,175)
------------ ------------ ------------ ------------ --------------
Total comprehensive income (loss) (328,914) (38,803) (554,786) (157,976) (2,780,280)
============ ============ ============ ============ ==============
Net (loss) per common share -
basic and diluted (0.01) (0.00) (0.03) (0.01)
============ ============ ============ ============
Weighted average number of common
shares outstanding 22,915,293 20,870,000 21,943,147 20,870,000
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH DECEMBER 31, 2006
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
December 14, 1998 -- $ -- -- $ -- $ -- $ -- $ -- $ -- $ --
Net (loss) for the
period -- -- -- -- -- -- (16,960) -- (16,960)
Australian currency
translation -- -- -- -- -- -- -- (534) (534)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 1999 -- -- -- -- -- -- (16,960) (534) (17,494)
Net (loss) for
the period -- -- -- -- -- -- (138,322) -- (138,322)
Australian currency
translation -- -- -- -- -- -- -- 7,472 7,472
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2000 -- -- -- -- -- -- (155,282) 6,938 (148,344)
Issuance of common
stock for services -- -- 5,000,000 5,000 -- -- (5,000) -- --
Net (loss) for the
period -- -- -- -- -- -- (53,529) -- (53,529)
Australian currency
translation -- -- -- -- -- -- -- 25,453 25,453
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2001 -- -- 5,000,000 5,000 -- -- (213,811) 32,391 (176,420)
Net (loss) for
the period -- -- -- -- -- -- (32,584) -- (32,584)
Australian currency
translation -- -- -- -- -- -- -- (20,804) (20,804)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2002 -- -- 5,000,000 5,000 -- -- (246,395) 11,587 (229,808)
Net (loss) for
the period -- -- -- -- -- -- (24,176) -- (24,176)
Australian currency
translation -- -- -- -- -- -- -- (45,554) (45,554)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2003 -- -- 5,000,000 5,000 -- -- (270,571) (33,967) (299,538)
Net (loss) for
the period -- -- -- -- -- -- (130,264) -- (130,264)
Australian currency
translation -- -- -- -- -- -- -- (6,119) (6,119)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2004 -- -- 5,000,000 5,000 -- -- (400,835) (40,086) (435,921)
The accompanying notes are an integral part of these financial statements.
4
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH DECEMBER 31, 2006
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Stock options
issued for cash -- -- -- -- 10,000 -- -- -- 10,000
Preferred and
common stock
issued for deemed
reverse merger
with FFB Australia 1,000,000 1,000 15,000,000 15,000 (30,950) -- 5,000 -- (9,950)
Employee
compensation paid
by shares issued
by company
officer/director -- -- -- -- 220,000 -- -- -- 220,000
Loan from former
director paid by
shares issued by
company
officer/director -- -- -- -- 7,500 -- -- -- 7,500
Consulting services
paid by shares
issued by company
officer/director -- -- -- -- 132,500 -- -- -- 132,500
Promissory notes
converted to
common stock 870,000 870 377,932 -- -- -- 378,802
Net (loss) for
the period -- -- -- -- -- -- (536,308) -- (536,308)
Australian currency
translation -- -- -- -- -- -- -- 1,855 1,855
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2005 1,000,000 1,000 20,870,000 20,870 716,982 -- (932,143) (38,231) (231,522)
Compensation from
stock options
issued by principal
stockholder -- -- -- -- 54,751 -- -- -- 54,751
Common stock issued
for services -- -- 1,000 1 499 -- -- -- 500
Compensation from
stock options
issued by principal
stockholder -- -- -- -- 6,710 -- -- -- 6,710
Common stock issued
for cash -- -- 100,000 100 49,900 (12,000) -- -- 38,000
Net (loss) for the
period (as
restated - see
Note 12) -- -- -- -- -- -- (1,302,467) -- (1,302,467)
Australian currency
translation -- -- -- -- -- -- -- 47,347 47,347
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
June 30, 2006 (as
restated - see
Note 12) 1,000,000 1,000 20,971,000 20,971 828,842 (12,000) (2,234,610) 9,116 (1,386,681)
The accompanying notes are an integral part of these financial statements.
5
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH DECEMBER 31, 2006
Deficit Accumulated
Common Accumulated Other
Preferred Stock Common Stock Additional Stock During the Comprehensive
----------------- ------------------- Paid-in Subscription Development Income
Description Shares Amount Shares Amount Capital Receivable Stage (Loss) Totals
------------------- --------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Common stock issued
for cash
(unaudited) -- -- 3,375,000 3,375 148,625 -- -- -- 152,000
Compensation from
extending terms
of stock options
(unaudited) -- -- -- -- 4,000 -- -- -- 4,000
Net (loss) for the
period (unaudited) -- -- -- -- -- -- (452,495) -- (452,495)
Australian currency
translation
(unaudited) -- -- -- -- -- -- -- (102,291) (102,291)
--------- ------ ---------- ------- ---------- ------------ ----------- ------------- -----------
Balance -
December 31, 2006
(unaudited) 1,000,000 $1,000 24,346,000 $24,346 $ 981,467 $ (12,000) $(2,687,105) $ (93,175) $(1,785,467)
========= ====== ========== ======= ========== ============ =========== ============= ===========
The accompanying notes are an integral part of these financial statements.
6
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the period
December 14,
Six Months Ended 1998
---------------------------- (inception) to
December 31, December 31, December 31,
2006 2005 2006
------------ ------------ -------------
Cash flows from operating activities
Net loss $ (452,495) $ (171,192) $ (2,687,105)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 4,743 4,115 18,778
Write-off of deferred offering costs -- -- 77,000
Employee compensation paid by issued options and shares 4,000 54,751 285,461
Consulting and other services paid by issued shares -- -- 133,000
Interest on promissory notes converted to paid-in capital -- -- 13,801
Changes in operating assets and liabilities
Accounts receivable -- (788) 124,750
Inventory -- 134 (1,277)
Accounts payable - trade (16,687) 20,833 63,954
Accrued liabilities 392,232 (17,361) 1,490,001
Accrued interest subject to rescission 3,776 2,986 3,776
------------ ------------ -------------
Net cash used in operating activities (64,431) (106,522) (477,861)
------------ ------------ -------------
Cash flows from investing activities
Purchases of property and equipment -- -- (2,145)
Payment for Australian trademark -- -- (219)
Expenditures for web site development costs -- (2,640) (7,593)
Expenditures for developed software applications -- -- (38,393)
------------ ------------ -------------
Net cash used in investing activities -- (2,640) (48,350)
------------ ------------ -------------
Cash flows from financing activities
Bank overdraft (2,471) (1,608) --
Proceeds from loans - related parties 11,837 40,300 410,975
Repayments on loans - related parties (29,885) (15,604) (325,688)
Proceeds from loan - former director -- -- 7,500
Proceeds from issuance of convertible notes -- -- 365,000
Proceeds from issuance of promissory notes -- 115,855 156,355
Proceeds from issuance of common stock 152,000 -- 190,050
Payments of deferred offering costs (23,052) (30,990) (243,004)
------------ ------------ -------------
Net cash provided by financing activities 108,429 107,953 561,188
------------ ------------ -------------
Effect of exchange rate changes on cash and cash equivalents (877) 14,987 8,239
------------ ------------ -------------
Net increase in cash and cash equivalents 43,121 13,778 43,216
Cash and cash equivalents, beginning of period 95 3,680 --
------------ ------------ -------------
Cash and cash equivalents, end of period $ 43,216 $ 17,458 $ 43,216
============ ============ =============
The accompanying notes are an integral part of these financial statements.
7
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the period
December 14,
Six Months Ended 1998
---------------------------- (inception) to
December 31, December 31, December 31,
2006 2005 2006
------------ ------------ -------------
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest $ -- $ 10 $ 502
============ ============ =============
Income taxes $ -- $ -- $ --
============ ============ =============
Supplemental disclosure of noncash investing and financing activities
On September 14, 2004, the Company entered into an Exchange Agreement with
FFB Australia whereby FFBI acquired all of the issued and outstanding
capital stock of FFB Australia (81 shares) in exchange for 15,000,000
shares of common stock and 1,000,000 shares of preferred stock of the
Company. As a result of the Exchange Agreement, the stockholders of FFB
Australia control FFBI, and FFB Australia has been deemed to have effected
a reverse merger for financial reporting purposes. The deemed reverse
merger has been recorded as a recapitalization of the Company, with the
net assets of FFBI and FFB Australia brought forward at their historical
bases.
On September 20, 2004, the Company issued 420,000 shares of common stock
with a value of $140,000 in connection with the conversion of certain
notes and accrued interest.
On September 29, 2004, the Company issued 450,000 shares of common stock
with a value of $225,000 in connection with the conversion of the
remainder of the notes and accrued interest.
On September 14, 2004, accrued employee compensation of $220,000 was
satisfied with the issuance of 440,000 shares of common stock provided
personally by an officer and director of the Company.
On September 14, 2004, a loan to the Company of $7,500 by a former
director was satisfied with the issuance of 15,000 shares of common stock
provided personally by an officer and director of the Company.
On September 14, 2004, accrued consulting services of $20,000 was
satisfied with the issuance of 40,000 shares of common stock provided
personally by an officer and director of the Company.
On September 14, 2004, accrued consulting services of $112,500 were
satisfied with the issuance of 225,000 shares of common stock provided
personally by an officer and director of the Company.
On March 7, 2006, transfer agent services valued at $500 were satisfied
with the issuance of 1,000 shares of common stock by the Company.
The accompanying notes are an integral part of these financial statements.
8
FIT FOR BUSINESS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECMEBER 31, 2006 AND 2005
(Unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
--------------------------------------
Fit For Business International, Inc. ("FFBI" or the "Company") is a Nevada
corporation in the development stage of providing products and services for: (i)
corporate wellness programs which address business productivity, stress and
absenteeism issues; (ii) living well programs directed primarily, but not
exclusively, to individuals over 45 years of age; and, (iii) nutritional
supplements manufactured and supplied by Herbalife Ltd. ("Herbalife"). The
accompanying financial statements of FFBI were prepared from the accounts of the
Company under the accrual basis of accounting in United States dollars. In
addition, the accompanying financial statements reflect the completion of a
deemed reverse merger between FFBI and Fit For Business (Australia) Pty Limited
("FFB Australia"), which was effected on September 14, 2004.
Prior to the completion of the deemed reverse merger, FFBI was a dormant
corporation with no assets or operations (essentially since its organization on
May 30, 2001, and incorporation on July 31, 2001). The Company was originally
incorporated under the name of Elli Tsab, Inc. On April 7, 2004, the name of the
Company was changed to Patient Data Corporation. On January 13, 2005, the name
of the Company was again changed to Fit For Business International, Inc. in
order to better reflect the current business plan.
FFB Australia was organized as an Australian private company on December 14,
1998, and subsequently began certain marketing studies and corporate awareness
programs to obtain customers for its products and services. In October 2003, FFB
Australia initiated a capital formation activity through the private placement
of certain convertible promissory notes which provided, through September 14,
2004, proceeds of $365,000. Subsequent to the completion of the deemed reverse
merger, the liability associated with the convertible promissory notes was
assumed by the Company. Thereafter, all of the promissory notes were converted
into shares of common stock of FFBI.
In addition, in November 2003, FFB Australia commenced a capital formation
activity to effect a deemed reverse merger with a corporation validly organized
in the United States for the purpose of completing a Registration Statement on
Form SB-2 with the Securities and Exchange Commission ("SEC"), and raising
capital from the issuance of common stock in the public markets of up to $4.5
million. The initial capital formation activity through a deemed reverse merger
and the issuance of common stock was unsuccessful. Subsequently, FFB Australia
completed a deemed reverse merger with the Company, and FFBI has completed a
registration of its common stock with the SEC pertaining to a second capital
formation activity.
Prior to September 14, 2004, FFB Australia, aside from the capital formation and
marketing activities described above, incurred other development stage operating
costs and expenses related to its organization as an entity, receipt of a
trademark in Australia for the name and related logo of Fit For Business,
formation of a management team, accounting and tax preparation fees, consulting
fees, travel, and other general and administrative expenses. For additional
information relating to the development stage activities of the Company, see
Note 2.
Given that FFB Australia is considered to have acquired FFBI by a deemed reverse
merger through an Exchange Agreement (see Note 4), and its stockholders
currently have voting control of FFBI, the accompanying consolidated financial
statements and related disclosures in the notes to financial statements present
the financial position as of December 31, 2006, and the operations for the three
months and six months then ended, and comparatives for the period from inception
(December 14, 1998) through December 31, 2006, of FFB Australia under the name
of FFBI. The deemed reverse merger has been recorded as a recapitalization of
the Company, with the net assets of FFB Australia and FFBI brought forward at
their historical bases. The costs associated with the reverse merger have been
expensed as incurred.
9
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal adjustments)
which are, in the opinion of management, necessary for a fair statement of
results for the interim periods. The results of operations for the three months
and six months ended December 31, 2006 are not necessarily indicative of the
results to be expected for the full year.
The accompanying consolidated financial statements do not contain certain
footnotes and certain financial presentations normally required under generally
accepted accounting principles; and therefore, should be read in conjunction
with the Company's Annual Report on Form 10-KSB, filed on October 24, 2006, for
the year ended June 30, 2006.
Cash and Cash Equivalents
-------------------------
For purposes of reporting within the statement of cash flows, the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties, and all liquid debt instruments purchased with a maturity of three
months or less to be cash and cash equivalents.
Accounts Receivable
-------------------
Accounts receivable consist of amounts due from sales of its products and
services, a license agreement, employees, related parties, and value added tax
refunds. The Company establishes an allowance for doubtful accounts in amounts
sufficient to absorb potential losses on accounts receivable. As of December 31,
2006, an allowance for doubtful accounts of $875,250 was deemed necessary on the
Company's licensing agreements. This allowance was recorded against the related
deferred revenue on these agreements (see Notes 8 and 12). While management uses
the best information available upon which to base estimates, future adjustments
to the allowance may be necessary if economic conditions differ substantially
from the assumptions used for the purpose of analysis.
Revenue Recognition
-------------------
The Company is in the development stage and has yet to realize significant
revenues from planned operations. It has derived revenues principally from the
sale of services related to wellness programs, and the sale of nutritional
products, literature and training materials. The Company has also entered into a
license agreements which entitle the licensee to provide a distribution network
for the Company, use its logo and software, and market and promote its products
and services. Revenue will be derived over the term of the license agreements
once all terms and conditions have been met. Revenues are recognized by major
categories under the following policies:
For specific wellness program services, such as health risk assessment
services, fitness programs, educational and other programs, and
contracts pertaining to such services, revenue is realized as services
are provided. Contracts for wellness program services are evidenced in
writing, and as services are rendered, invoices for such services are
rendered in accordance with contract terms.
For sales of literature, training materials, and nutritional products,
revenue is realized upon shipment to the customer and there are no
unfulfilled company elements related to a customer's order. Orders for
literature, materials, and nutritional products are evidenced in
writing on customer and call center order documents. Payments are
provided in cash, check or by credit card at the time orders are placed
with the Company.
For license agreements, revenue is realized from licensing activities
related to various countries and geographic regions, which entitle
licensees to provide a distribution network for the Company, the use of
the Company logo, software and training materials, and the rights to
market and promote the services of the Company. Revenue from such
agreements is realized over the term and under the conditions of each
specific license once all contract conditions have been met.
Payments for licensing fees are generally received at the time the
license agreements are executed, unless other terms for delayed payment
are documented and agreed to between the parties. Under terms for
delayed payment, the Company may require further assurances of payment
under contract terms such as credit report information, and entity and
personal guarantees.
10
Internal Web Site Development Costs
-----------------------------------
Under Emerging Issues Taskforce Statement 00-2, Accounting for Web Site
Development Costs ("EITF 00-2"), costs and expenses incurred during the planning
and operating stages of the Company's web site are expensed as incurred. Under
EITF 00-2, costs incurred in the web site application and infrastructure
development stages are capitalized by the Company and amortized to expense over
the web site's estimated useful life or period of benefit. As of December 31,
2006, FFBI had net capitalized costs of $1,710 related to its web site
development.
Costs of Computer Software Developed or Obtained for Internal Use
-----------------------------------------------------------------
Under Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"), the Company capitalizes
external direct costs of materials and services consumed in developing or
obtained internal-use computer software; payroll and payroll-related costs for
employees who are directly associated with and who devote time to the
internal-use computer software project; and, interest costs related to loans
incurred for the development of internal-use software. As of December 31, 2006,
the Company had net capitalized costs of $29,055 for projects related to the
development of internal-use software.
Costs of Computer Software to be Sold or Otherwise Marketed
-----------------------------------------------------------
Under Statement of Financial Accounting Standards No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed ("SFAS
86"), the Company capitalizes costs associated with the development of certain
training software products held for sale when technological feasibility is
established. Capitalized computer software costs of products held for sale are
amortized over the useful life of the products from the software release date.
As of December 31, 2006, the Company had not undertaken any projects related to
the development of software products held for sale or to be otherwise marketed.
Trademark
---------
The Company obtained a trademark from the government of Australia effective
October 15, 1999. The trademark covers the name "Fit For Business" and the logo
of the Company. The cost of obtaining the trademark has been capitalized by the
Company, and is being amortized over a period of ten years.
Advertising Costs
-----------------
Advertising costs are charged to operations when incurred, except for television
or magazine advertisements, which are charged to expense when the advertising
first takes place. For the six month period ended December 31, 2006 no
advertising costs were incurred.
Property and Equipment
----------------------
The components of property and equipment are stated at cost. Property and
equipment costs are depreciated or amortized for financial reporting purposes
over the useful lives of the related assets by the straight-line method. Useful
lives utilized by the Company for calculating depreciation or amortization are
as follows:
Computer and office equipment 5 years
Furniture and fixtures 10 years
Internal web site development costs 3 years
Developed Software 5 years
Upon disposition of an asset, its cost and related accumulated depreciation or
amortization are removed from the accounts, and any resulting gain or loss is
recognized.
11
Impairment of Long-Lived Assets
-------------------------------
The Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the six
month period ended December 31, 2006 no events or circumstances occurred for
which an evaluation of the recoverability of long-lived assets was required.
Loss Per Common Share
---------------------
The Company adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share ("SFAS 128"), that requires the reporting of both basic and
diluted earnings (loss) per share. Basic earnings (loss) per share is computed
by dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common
stock. In accordance with SFAS 128, any anti-dilutive effects on net earnings
(loss) per share are excluded. If such shares were included in diluted EPS, they
would have resulted in weighted-average common shares of approximately 24.9
million and 22.9 million for the three months ended December 31, 2006 and 2005,
and approximately 23.9 million and 22.9 million for the six months ended
December 31, 2006 and 2005, respectively. Such amounts include shares
potentially issuable under outstanding options.
Deferred Offering Costs
-----------------------
The Company defers as other assets the direct incremental costs of raising
capital until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated, deferred offering costs are charged to
operations during the period in which the offering is terminated (see Note 4).
Comprehensive Income (Loss)
---------------------------
The Company presents comprehensive income (loss) in accordance with Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
130"). SFAS 130 states that all items that are required to be recognized under
accounting standards as components of comprehensive income (loss) be reported in
the financial statements. For the six month period ended December 31, 2006, and
cumulative from inception (December 14, 1998) through December 31, 2006, the
only components of comprehensive income (loss) were the net (loss) for the
periods, and the foreign currency translation adjustments.
Income Taxes
------------
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities
are determined based on temporary differences between the bases of certain
assets and liabilities for income tax and financial reporting purposes. The
deferred tax assets and liabilities are classified according to the financial
statement classification of the assets and liabilities generating the
differences.
The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of
sufficient taxable income within the carryforward period under the Federal tax
laws.
Changes in circumstances, such as the Company generating taxable income, could
cause a change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in income in the
period of the change in estimate.
Foreign Currency Translation
----------------------------
The Company accounts for foreign currency translation pursuant to SFAS No. 52,
Foreign Currency Translation ("SFAS 52"). The Company's functional currency is
the Australian dollar. All assets and liabilities are translated into United
States dollars using the current exchange rate at the end of each fiscal period.
12
Revenues and expenses are translated using the average exchange rates prevailing
throughout the respective periods. Translation adjustments are included in other
comprehensive income (loss) for the period. Certain transactions of the Company
are denominated in United States dollars. Translation gains or losses related to
such transactions are recognized for each reporting period in the related
statement of operations and comprehensive income (loss).
Fair Value of Financial Instruments
-----------------------------------
The Company estimates the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2006, the carrying value of the loans from related
parties, accrued liabilities, and promissory notes approximated fair value due
to the nature and terms of maturity of these instruments.
Stock-Based Compensation
------------------------
The Company uses the fair value method to account for non-employee stock-based
compensation in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation ("SFAS No. 123"), and FASB Emerging Issues Task Force, or EITF,
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Under the fair value method, all transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instruments issued, whichever is more reliably measurable.
The Company accounts for the fair value of stock options granted to employees,
stock options granted by a principal stockholder to employees, and common stock
issued by a principal stockholder to employees under the fair value recognition
provisions of SFAS No. 123, and SAB Topic 5.T., "Accounting for Expenses or
Liabilities Paid by Principal Stockholder(s)." Fort Street Equity, Inc., as a
principal stockholder, has provided stock option grants and common stock on
behalf of the Company to employees and other parties which are described in
Notes 4 and 9.
Concentration of Risk
---------------------
As of December 31, 2006, the Company had a material off-balance sheet risk with
regards to its dependence upon Herbalife as its sole source of supply for the
purchase of nutritional supplements related to its planned wellness programs.
Estimates
---------
The financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2006, and revenues and expenses for the three
month and six month periods ended December 31, 2006, and cumulative from
inception. Actual results could differ from those estimates made by management.
(2) Development Stage Activities and Going Concern
The Company is in the development stage of providing products and services for
corporate business wellness programs; living well programs directed primarily,
but not exclusively, to individuals over 45 years of age; and, nutritional
supplements manufactured and supplied by Herbalife. As of December 31, 2006, and
subsequent thereto, FFBI had completed organization and reverse merger
transactions, initial marketing and corporate awareness programs designed to
obtain customers for its products and services, the receipt of a trademark in
Australia for the name "Fit For Business", formation of a management team, and
other activities related to capital formation, software development, and initial
13
operations. Management of the Company is pursuing various sources of equity
financing, and plans to raise approximately $4.5 million through the issuance of
common stock for cash, and private investment in public equity ("PIPE")
financing of its common stock. The issuance of common stock for cash, and the
completion of PIPE financing are being conducted pursuant to the approval by the
SEC of several Post-Effective Amendments to the Company's Registration Statement
on Form SB-2 which approval was provided in March 2006. The proceeds from the
these capital formation activities will be used by the Company for the
development and production of multi-media training programs, marketing and
promotional literature and programs, web site enhancement, purchase of
inventory, customer call center and computer hardware and software programs to
be used to aid the Company's customer service representatives, and working
capital required to hire additional staff and provide for an expected increase
in operations.
While management of the Company believes that the Company will be successful in
its capital formation and operating activities, there can be no assurance that
the Company will be able to raise $4.5 million in equity capital through its
current SEC related activities, or be successful in the sale of its products and
services that will generate sufficient revenues to sustain the operations of the
Company.
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred operating losses since inception, had negative working capital as of
December 31, 2006 totaling $1,709,671, and the cash resources of the Company are
insufficient to meet its planned business objectives. These and other factors
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(3) Convertible Debt
In November 2003, FFBI began a capital formation activity through the private
placement of up to 200 unsecured convertible promissory notes (the "Note" or
"Notes"). Under the terms of the private placement subscription agreement, the
minimum unit participation was one unit per Note valued at $5,000. Multiple
units could be acquired under the terms of a single Note. The Notes issued for
the units stated a maturity date of November 30, 2004, and provided for an
interest rate of ten percent (10%) per annum, payable upon redemption. None of
the Notes were issued to officers, directors, or employees of FFBI.
The Notes were convertible into 10,000 shares of common stock per unit at any
time prior to maturity at the option of the note holder, or, if called by FFBI,
then automatically in the event of a public offering of shares. No value was
associated with the conversion feature of the Notes. FFBI structured an
incentive program with the first eleven subscribers to the private placement for
the Notes, and provided an additional 1/2 unit of value for each unit
subscribed. As such, as of September 14, 2004, FFBI had received and recorded
proceeds of $365,000 under the private placement in exchange for the Notes with
87 units for the calculation of conversion into common stock (870,000 shares of
common stock), and accrued interest in the amount of $13,801. The liability for
the Notes was assumed by the Company as a result of the Share Exchange Agreement
(see Note 4).
On September 20, 2004, the Company, pursuant to a planned public offering of its
common stock, called and converted Notes with a unit value of 42 units into
420,000 shares of common stock. The transaction was valued at $0.33 per share of
common stock for a total of $140,000. Further, on September 29, 2004, the
remaining Notes with a unit value of 45 units were called and converted by the
Company into 450,000 shares of common stock. The transaction was valued at $0.50
per share of common stock for a total of $225,000. The value of the conversion
transactions in excess of the par value of the common stock issued, including
accrued interest, has been presented as additional paid-in capital in the
accompanying balance sheet as of December 31, 2006.
(4) Common Stock Transactions and Capital Formation
Issuance of Common Stock
------------------------
On May 30, 2001, FFBI issued 5,000,000 shares of its common stock to former
officers and directors of the Company for services rendered. The value of the
services rendered was $5,000. This transaction, along with the accumulated
(deficit) of FFBI, made up the components of the reverse merger related to the
recapitalization of FFBI common stock.
14
On November 8, 2006, FFBI issued 3,375,000 shares of common stock to one
investor for $152,000, or $0.045 per share.
Stock Exchange Agreement
------------------------
On September 14, 2004, the Company entered into a Share Exchange Agreement (the
"Exchange Agreement") with FFB Australia, whereby FFBI acquired all of the
issued and outstanding capital stock of FFB Australia (81 shares) in exchange
for 15,000,000 shares of common stock and 1,000,000 shares of preferred stock of
the Company. Both the common stock and preferred stock of FFBI have a par value
of $.001. The shares of preferred stock are non-participating, but each share is
entitled to fifty (50) votes in a general meeting of the stockholders. As a
result of the Exchange Agreement, the stockholders of FFB Australia control
FFBI, and FFB Australia has been deemed to have effected a reverse merger for
financial reporting purposes as of the date of the Exchange Agreement. The
deemed reverse merger has been recorded as a recapitalization of the Company,
with the net assets of FFBI and FFB Australia brought forward at their
historical bases. As a result of the Exchange Agreement, consulting fees were
accrued in the amount of $112,500 to Messrs. Mitchell Stough and Kevin Murray
for services rendered in connection with the completion of the transaction under
separate letter agreements executed with Mr. Mark A. Poulsen, as principal
stockholder of the Company (see Other Transactions below).
Conversion of Notes
-------------------
On September 20, 2004, the Company issued 420,000 shares of its common stock
with a value of $140,000 in connection with the conversion of certain Notes and
accrued interest (see Note 3).
On September 29, 2004, the Company issued 450,000 shares of its common stock
with a value of $225,000 in connection with the conversion of the remainder of
the Notes and accrued interest (see Note 3).
Stock Option Agreement and Stock Options Granted by Principal Stockholder
-------------------------------------------------------------------------
On July 25, 2004, the Company issued 2,000,000 options to Fort Street Equity,
Inc. (see below) to purchase the same number of shares of its common stock for
$10,000 in cash. The option period was initially through December 31, 2005, but
was extended to December 31, 2007, by the Board of Directors of the Company,
effective December 3, 2006. Pursuant to the extended terms of exercise, a total
of $4,000 of compensation expense was recognized during the three months ended
December 31, 2006. The exercise price of the options is the higher of $0.50 per
share or the average-trading price of the Company's common stock over the
preceding ten business days prior to exercise of the options, less a discount of
40 percent.
During the year ended June 30, 2006, Fort Street Equity, Inc., as a principal
stockholder and holder of 2,000,000 stock options to purchase common stock of
the Company described above, provided stock option grants totaling 290,996
options on behalf of the Company to two employees to acquire a like number of
shares of common stock of the Company. The market price of the Company's common
stock on the date of each stock option grant was $0.50 per share. The principal
stockholder charged the grantees a total of $62,520 to acquire the options. The
proceeds from the option transactions were subsequently loaned by the principal
stockholder to the Company for working capital purposes under the terms of three
promissory notes which are described in Note 9.
The fair value of each option was estimated on the dates of grant using the
Black-Scholes option-pricing model with the following assumptions:
Average Expected Expected Employee/ Life of
Risk-Free Volatility Dividend Nonemployee the
Interest Rate of Stock Yield Exit Rate Options
------------- ---------- -------- ----------- --------
3.81% 135.3% 0% 0% 160 days
15
The following tables summarize information about stock options outstanding and
exercisable as of December 31, 2006:
Stock Options Outstanding:
-------------------------
Weighted-Avg.
Number of Remaining
Exercise Shares Contractual Weighted-Avg.
Price Outstanding Life in Years Exercise Price
----- ----------- ------------- --------------
$0.50 2,000,000 1 $0.50
Stock Options Exercisable:
-------------------------
Range of Number of
Exercise Shares Weighted-Avg.
Prices Exercisable Exercise Price
------ ----------- --------------
$0.50 2,000,000 $0.50
Common Stock Granted by Principal Stockholder
---------------------------------------------
On March 22, 2006, Fort Street Equity, Inc., as a principal stockholder of the
Company, provided common stock totaling 13,720 shares on behalf of the Company
to an employee. The value of the common stock provided amounted to $6,710, and
was recognized as compensation expense and additional paid-in capital.
Other Transactions
------------------
From the common stock issued to Mark A. Poulsen, President and Chief Executive
Officer of the Company, under the Exchange Agreement, L.R. Global received
500,000 shares of common stock. Mr. Poulsen also issued shares of common stock
that he received from the Exchange Agreement to satisfy the liabilities of the
Company assumed by FFBI related to the compensation of six individuals. FFBI
recognized the satisfaction of such liabilities by Mr. Poulsen as additional
paid-in capital.
The Company also owed Wayne Hoskin, a former director of the Company, the amount
of $7,500 as of September 14, 2004. The obligation resulted from a loan made to
the Company. Mr. Hoskin agreed to accept 15,000 shares of common stock of FFBI
in full satisfaction of this obligation. From the common stock issued to Mark A.
Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, Mr. Hoskin received 15,000 shares of common stock valued at
$7,500. FFBI recognized the satisfaction of this liability by Mr. Poulsen as
additional paid-in capital.
The Company also owed Donald Howell Wild, a former note holder and current
stockholder of the Company, the amount of $20,000 for services rendered related
to the private placement of Notes (see Note 3). From the common stock issued to
Mark A. Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, on September 14, 2004, Mr. Wild received 40,000 shares of
common stock valued at $20,000. FFBI recognized the satisfaction of this
liability by Mr. Poulsen as additional paid-in capital.
The Company also owed Messrs. Mitchell Stough and Kevin Murray, consultants
engaged to complete the Exchange Agreement, the amount of $112,500 for services
rendered. Messrs. Stough and Murray were engaged to complete the Exchange
Agreement under separate letter agreements with Mr. Mark A. Poulsen, as
principal stockholder of the Company. From the common stock issued to Mark A.
Poulsen, President and Chief Executive Officer of the Company, under the
Exchange Agreement, on September 14, 2004, Messrs. Stough and Murray, through
their respective nominees, received 225,000 shares of common stock valued at
$112,500. FFBI recognized the satisfaction of this liability by Mr. Poulsen as
additional paid-in capital. Mr. Stough is the Managing Director of Fort Street
Equity, Inc. (see Capital Formation Activity below).
16
Capital Formation Activity
--------------------------
On November 10, 2003, FFBI entered into an agreement with Fort Street Equity,
Inc. ("Fort Street"), a Cayman Islands company, whereby Fort Street would assist
FFBI with the following: (i) the identification of a corporation validly
organized in the United States with which the Company could realize a deemed
reverse merger; and (ii) the completion and filing of a Registration Statement
on Form SB-2 with the SEC for the purpose of raising capital from the issuance
of common stock in the public markets of up to $4.5 million.
FFBI paid Fort Street two deposits against fees and costs amounting to $130,100.
The initial capital formation activity conducted by FFBI and Fort Street was not
successful due to the fact that the organization and completion of a deemed
reverse merger with a validly organized corporation in the United States could
not be effected. Further, as a result of the uncompleted deemed reverse merger,
FFBI expensed $77,000 of the amount paid to Fort Street as unsuccessful offering
costs. FFBI and Fort Street initiated a second capital formation activity that
resulted in the Exchange Agreement as described above, and the current activity
to file a Registration Statement on Form SB-2 with the SEC which was completed
in March 2006. During the six months ended December 31, 2006, the Company
incurred an additional $35,418 in legal, accounting, administrative, and filing
fees related to the second capital formation activity. As a result, as of
December 31, 2006, the Company had $178,370 of deferred offering costs which
were comprised of legal and accounting fees paid, and other professional,
administrative, and filing fees incurred to complete the Form SB-2 registration
process and capital formation activities.
(5) Income Taxes
There was no provision (benefit) for income taxes for periods to December 31,
2006.
The Company had deferred income tax assets as of December 31, 2006, as follows:
Loss carryforwards $ 1,037,680
Less: valuation allowance 1,037,680
-----------
Total net deferred tax assets $ --
===========
As of December 31, 2006, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $3,052,000 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the years 2021-2026. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business. Therefore, the amount
available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements for the realization of loss
carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable future. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
(6) Related Party Transactions
Mark A. Poulsen & Associates Pty. Ltd. is an Australian private entity and
stockholder of the Company. It is wholly owned by Mark A. Poulsen, President and
Chief Executive Officer of the Company. As of December 31, 2006, the Company
owed $34,357 to this entity. This amount owed to this entity was for working
capital provided, is non-interest bearing, and has no terms for repayment.
Kamaneal Investments Pty. Ltd. is an Australian private company and stockholder
of the Company owned by Mark A. Poulsen, President and Chief Executive Officer
of the Company, and Karen Poulsen, his wife. The purpose of this company is to
hold investments for Mr. and Mrs. Poulsen. As of December 31, 2006, the Company
owed $61,506 to this entity. This amount owed was for working capital provided,
is non-interest bearing, and has no terms for repayment.
17
As of December 31, 2006, the Company owed $772 to Mark A. and Karen Poulsen for
expenses incurred on behalf of the Company. Mr. Poulsen is the President and
Chief Executive Officer of the Company. This amount owed was for working capital
provided, is non-interest bearing, and has no terms for repayment.
As of December 31, 2006, the Company owed $5,170 to Mr. GL Ray, a stockholder of
the Company, for an advance made. This amount owed was for working capital
provided, is non-interest bearing, and has no terms for repayment.
Donald Howell Wild, a former note holder and current stockholder of the Company
(see Note 4), is the uncle of Linda Wild, also a former note holder and current
stockholder of the Company. In addition, Mr. Wild is the father of Laraine
Richardson, a principal in the Company of L.R. Global Marketing Pty. Ltd., which
entity entered into a License Agreement with the Company on August 24, 2004 (see
Note 8). Mr. Wild also assisted the Company with the private placement of the
Notes by marketing the placement, and was responsible for the subscription
agreements of several note holders. Mr. Wild's services were valued at $20,000.
The liability to Mr. Wild was satisfied by the transfer of 40,000 shares of
common stock of FFBI directly to him from the shares received from the Exchange
Agreement by Mark A. Poulsen, President and Chief Executive Officer of the
Company, at a value of $.50 per share. FFBI credited paid-in capital for the
value of the accrued liability satisfied by Mr. Poulsen.
As described in Note 3, the Company completed a private placement of Notes to
thirty individuals and entities with proceeds amounting to $365,000, and
subsequently converted the Notes to 870,000 shares of common stock of FFBI. Of
the thirty individuals and entities that subscribed to the private placement
offering of Notes, twelve parties are considered both account executives (part
of the independent marketing group of the Company) and independent Herbalife
distributors, and six of the parties are only independent Herbalife
distributors. Mark A. Poulsen, President and Chief Executive Officer of the
Company, is also an independent Herbalife distributor.
(7) Recent Accounting Pronouncements
FASB Interpretation No. 48 - In June 2006, the FASB issued Interpretation No.
48, Accounting for Uncertainty in Income Taxes (FIN 48), which supplements SFAS
No. 109, Accounting for Income Taxes, by defining the confidence level that a
tax position must meet in order to be recognized in the financial statements.
The Interpretation requires that the tax effects of a position be recognized
only if it is "more-likely-than-not" to be sustained based solely on its
technical merits as of the reporting date. The more-likely-than-not threshold
represents a positive assertion by management that a company is entitled to the
economic benefits of a tax position. If a tax position is not considered
more-likely-than-not to be sustained based solely on its technical merits, no
benefits of the position are to be recognized. The Company has evaluated the
impact of the adoption of FIN 48, and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.
SFAS No. 157 - In September 2006, the FASB issued Statement 157, Fair Value
Measurements. This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This Statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this Statement
does not require any new fair value measurements. However, for some entities,
the application of this Statement will change current practice. This Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company has evaluated the impact of
the adoption of SFAS 157, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.
SFAS No. 158 - In September 2006, the FASB issued Statement No. 158 Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans--an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This Statement
improves financial reporting by requiring an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
18
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
Statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. An employer with publicly traded
equity securities is required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required disclosures as
of the end of the fiscal year ending after December 15, 2006. An employer
without publicly traded equity securities is required to recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after June 15, 2007. The
Company has evaluated the impact of the adoption of SFAS 158, and does not
believe the impact will be significant to the Company's overall results of
operations or financial position.
SAB No. 108 - In September 2006, the Securities and Exchange Commission released
Staff Accounting Bulletin (SAB) No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 requires a registrant to quantify all misstatements
that could be material to financial statement users under both the "rollover"
and "iron curtain" approaches. If either approach results in quantifying a
misstatement that is material, the registrant must adjust its financial
statements. SAB No. 108 is effective for fiscal years beginning after November
15, 2006. The Company has evaluated the impact of the adoption of SAB 108, and
does not believe the impact will be significant to the Company's overall results
of operations or financial position.
(8) License Agreements
First License Agreement
On August 24, 2004, the Company entered into a non-assignable license agreement
(the "License Agreement") with L.R. Global Marketing Pty. Ltd. ("L.R. Global").
Pursuant to the License Agreement, L.R. Global has the right or license, for a
period of ten years, to use of the Company's logo, management information
system, and other material within Australia and New Zealand. L.R. Global will
assist in identifying new clients for the Company, and recruiting account
executive and customer service representatives. Under the terms of the License
Agreement, L.R. Global was obligated to pay the Company $500,000 on or before
December 31, 2004, for the grant of the license. As of December 31, 2004, L.R.
Global had only paid $117,750 toward the fee for the license, and was in default
under the License Agreement.
On January 14, 2005, the Company and L.R. Global entered into an extension
agreement whereby the terms of the License Agreement for payment of the
remaining amount of the $500,000 license fee were extended to May 31, 2005. As
of May 31, 2005, the balance of the License Agreement fees had not been paid,
and L.R. Global was in default under the License Agreement and amendment.
Subsequently, on June 14, 2005, the Company and L.R. Global entered into a
second extension whereby the terms of the License Agreement were amended as
follows: (i) for consideration of $7,000 paid by L.R. Global as a partial
payment of the license fee, the due date for the payment of the remaining
balance of the license fee was extended to a date within sixty (60) days
following the first date on which the common stock of the Company is quoted on
the OTC Bulletin Board or other recognized stock exchange; and, (ii) the two
principals of L.R. Global, Laraine Richardson and Dianne Waghorne, provided
personal guarantees to the Company for payment of the remaining balance of the
license fee in the event that the balance owed is not repaid by L.R. Global.
The delay experienced in collecting the remaining amount of the license fee from
L.R. Global was due primarily to the extended period required by the Company to
complete its capital formation activities, including the effective date of its
Registration Statement on Form SB-2 with the SEC. The principals of L.R. Global
informed the management of the Company that L.R. Global entered into the License
Agreement with the understanding that the Company would implement its plan of
operations (including the completion of its capital formation activities) in
February 2005. At that time, L.R. Global was committed to provide additional
sales and marketing resources, and pay the remaining amount of the license fee
due. Further, as a result of additional discussions with the principals of L.R.
Global and review of available credit information, management of the Company
believed that: (i) L.R. Global would honor the terms of the License Agreement,
and had sufficient operations and financial resources to pay the remaining
amount owed to the Company, (ii) complete payment of the license fee would be
accomplished under the terms of the second extension agreement dated June 14,
2005, and (iii) the personal guarantees of the principals of L.R. Global
provided sufficient additional assurance of collectibility under Australian law.
19
On May 2, 2006, the common stock of the Company began trading on the OTC
Bulletin Board under the stock symbol FFBU. On May 23, 2006, the two principals
of L.R. Global were notified by the Company of the date trading began of the
Company's common stock on the OTC Bulletin Board, and that the balance of the
license fee owed would be due and payable to the Company 60 days from that date.
On July 6, 2006, the Company received a letter from the legal counsel for L.R.
Global advising the management of the Company that payment of the remaining
license fee would not be forthcoming due to alleged verbal misrepresentations
made to the principals of L.R. Global by the management of the Company and
principal stockholder as to the value of the common stock of the Company that
would be achieved by the end of the first week and the end of the first month of
trading on the OTC Bulletin Board. The principals of L.R. Global have disclosed
to the Company through legal counsel that it was their understanding and
expectation that the remaining amount due under the License Agreement would be
satisfied from the sale of a portion or all of the 500,000 shares of common
stock provided to L.R. Global by Mark A Poulsen, President and Chief Executive
Officer of the Company (see below). Due to the fact that the trading price of
the common stock of the Company in early July 2006, was insufficient to provide
proceeds from the sale of the 500,000 shares of common stock owned by L.R.
Global in an amount sufficient to satisfy the remaining amount due to the
Company under the License Agreement, L.R. Global is asserting alleged damages
for misrepresentation, negligent misstatement and/or breaches of Section 52 of
the Australian Trade Practices Act of 1974, and has refused payment of the
amount owed. Management of the Company denies that it had any responsibility as
to the value of its common stock in relation to the amount owed by L.R. Global,
and has demanded payment in full. Currently, negotiations are continuing between
the Company and the principals of L.R. Global to receive full payment of the
amount owed, but the Company has not sought to enforce the collection or
personal guarantees provided under the terms of the second extension to the
License Agreement dated June 14, 2005 by legal action. As a result of this lack
of enforcement by the Company, a reserve for doubtful accounts in the amount of
$375,250 was recorded in the financial statements during the year ended June 30,
2006. Further, due to the matters described above pertaining to the lack of
completion of its capital formation activities by collection of the amount owed,
the Company has not recognized revenue to-date from this License Agreement.
The reserve for doubtful accounts of $375,250, noted above, was originally
recorded as an expense to operations in the June 30, 2006 financial statements.
However, since no revenue was recognized on the related license agreement, the
$375,250 reserve should have been recorded as a reduction of deferred revenue
instead of a charge to operations pursuant to SAB No. 104 (see Note 12 for
further explanation of this error correction). Deferred revenue at December 31,
2006 at on this license agreement totaled $124,750, which represents the total
cash received from LR Global.
As described in Note 4 above, from the shares issued to Mark A. Poulsen,
President and Chief Executive Officer of the Company, under the Exchange
Agreement, L.R. Global received 500,000 shares of common stock. The purpose of
the transfer was to further involve L.R. Global in the Company as a stockholder,
and to provide an incentive for L.R. Global to perform under the License
Agreement. Management of the Company maintains that the transfer of shares of
common stock to L.R. Global by Mark A. Poulsen was a private transaction between
the parties, and not part of the Exchange Agreement to be recognized in the
financial statements of the Company.
Second License Agreement
------------------------
On September 13, 2006, the Company entered into a License Agreement (the "Second
License Agreement") with Mr. Bruce Gilling of Miami, Florida, a related party.
As of December 31, 2006, Mr. Gilling was also an option holder to purchase
50,000 shares of the Company's common under an Option Purchase Agreement with
Fort Street (see Note 9). Per the Second License Agreement, Mr. Gilling as the
right, for a period of ten (10) years, to the use of the Company's logo, web
based management information system, marketing and promotional literature,
processes, systems, intellectual property, and attend the Company's events for
the purpose of generating new customers for the Company, and for training
account executives and customer service representatives. Pursuant to the
original license terms, the fee for the Second License Agreement was $500,000
payable as follows:
On or before October 16, 2006 $ 20,000
On January 30, 2007 $ 80,000
Balance to be invoiced each year for four years $ 400,000
Also under the Second License Agreement, Mr. Gilling will be entitled to 100,000
stock options to purchase a like number of shares of unregistered common stock
of the Company at a 40% discount from market following the payment of the
20
license fee of $80,000 that was scheduled for January 2007. He will also receive
100,000 options to purchase a like number of unregistered shares of common of
common stock of the Company at a 40% discount from market on each occasion that
he invoices $1,000,000 in retail sales of the Company's products and services.
Lastly, the Company is to have first right of refusal to purchase the resultant
shares of common stock received by Mr. Gilling under the Second License
Agreement at the then prevailing market price of the common stock or less.
The Company has not received any of the above payments on this license, and is
currently in discussions with Mr. Gilling to renegotiate the terms of the
agreement. Due to the uncertainties surrounding the terms of the license and
collection of the first two installments, the Company has recorded $1,778 as bad
debt expense during the six months ended December 31, 2006 in order to offset
100% of the previously recognized revenue on this license. Additionally, an
allowance for doubtful accounts has been provided to reduce the net accounts
receivable and deferred revenue balances to zero.
(9) Promissory Notes - Fort Street Equity, Inc. and Elontraion Pty. Ltd.
On May 10, 2005, the Ralston Superannuation Fund ("Ralston Fund") entered into
an Option Purchase Agreement with Fort Street whereby the Ralston Fund agreed to
purchase 100,000 stock options of the Company held by Fort Street for the amount
of $19,050. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. The Trustee for the Ralston Fund is
Leanne Ralston, the wife of Prins A. Ralston. Mr. Ralston was the Senior Vice
President and Chief Operating Officer of the Company. Fort Street subsequently
loaned the proceeds from the sale of the stock options to the Company under the
terms of a promissory note dated May 11, 2005. The promissory note is unsecured,
and carries an interest rate of five (5) percent per annum. The maturity date of
the note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted to the Ralston Fund
100,000 shares of its common stock for no consideration or modification of the
Option Purchase Agreement described above.
On June 14, 2005, Mr. Bruce Gilling, an unrelated party, entered into an Option
Purchase Agreement with Fort Street whereby the Mr. Gilling agreed to purchase
50,000 stock options of the Company held by Fort Street for the amount of
$15,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated June 19, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation.
On July 1, 2005, Therese Mulherin, a former part-time employee of the Company,
entered into two Option Purchase Agreements with Fort Street whereby the Ms.
Mulherin agreed to purchase 277,576 stock options of the Company held by Fort
Street for $60,240. The stock options entitle the holder to purchase a like
number of shares of common stock of the Company. Fort Street subsequently loaned
the proceeds from the sale of the stock options to the Company under the terms
of two separate promissory notes dated July 1, 2005. Each promissory note is
unsecured, and carries an interest rate of five (5) percent per annum. The
maturity date of the notes, together with any remaining interest, is December
31, 2009. Interest payments on the promissory notes are payable to Fort Street
bi-annually and at the maturity date of the obligations. In addition, on March
22, 2006, Fort Street, as a principal stockholder of the Company, granted to Ms.
Mulherin 277,576 of its common stock for no consideration or modification of the
Option Purchase Agreement described above.
On August 19, 2005, Mr. Mark Hoey, a stockholder of the Company, entered into an
Option Purchase Agreement with Fort Street whereby Mr. Hoey agreed to purchase
66,666 stock options of the Company held by Fort Street for the amount of
$20,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated August 29, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted to Mr. Hoey 66,666
shares of its common stock for no consideration or modification of the Option
Purchase Agreement described above.
21
On August 26, 2005, the Kelly Superannuation Fund, an unrelated party, entered
into an Option Purchase Agreement with Fort Street whereby the Fund agreed to
purchase 16,666 stock options of the Company held by Fort Street for the amount
of $5,000. The stock options entitle the holder to purchase a like number of
shares of common stock of the Company. Fort Street subsequently loaned the
proceeds from the sale of the stock options to the Company under the terms of a
promissory note dated August 29, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted 16,666 shares of its
common stock to the Kelly Superannuation Fund for no consideration or
modification of the Option Purchase Agreement described above.
On September 14, 2005, Sandra L. Wendt, Vice President and Chief Financial
Officer of the Company, entered into an Option Purchase Agreement with Fort
Street whereby Mrs. Wendt agreed to purchase 13,420 stock options of the company
held by Fort Street for the amount of $2,280. The stock options entitle the
holder to purchase a like number of shares of common stock of the Company. Fort
Street subsequently loaned the proceeds from the sale of the stock options to
the Company under the terms of a promissory note dated September 14, 2005. The
promissory note is unsecured, and carries an interest rate of five (5) percent
per annum. The maturity date of the note, together with any remaining interest,
is December 31, 2009. Interest payments on the promissory note are payable to
Fort Street bi-annually and at the maturity date of the obligation. In addition,
as described in Note 4, on March 22, 2006, Fort Street, as a principal
stockholder of the Company, granted 13,720 shares of its common stock on behalf
of the Company to Ms. Wendt. The value of the common stock provided amounted to
$6,710, and has been recognized as compensation expense and additional paid-in
capital of the Company in the financial statements during the year ended June
30, 2006. There was no modification of the Option Purchase Agreement described
above as a result of the grant of the common stock by the principal stockholder.
On September 23, 2005, Keith Appleby, an unrelated party, entered into an Option
Purchase Agreement with Fort Street whereby Mr. Appleby agreed to purchase
16,666 stock options of the Company held by Fort Street for the amount of
$5,000. The stock options entitle the holder to purchase a like number of shares
of common stock of the Company. Fort Street subsequently loaned the proceeds
from the sale of the stock options to the Company under the terms of a
promissory note dated September 23, 2005. The promissory note is unsecured, and
carries an interest rate of five (5) percent per annum. The maturity date of the
note, together with any remaining interest, is December 31, 2009. Interest
payments on the promissory note are payable to Fort Street bi-annually and at
the maturity date of the obligation. In addition, on March 22, 2006, Fort
Street, as a principal stockholder of the Company, granted 16,666 shares of its
common stock to Mr. Appleby for no compensation or modification of the Option
Purchase Agreement described above.
On September 26, 2005, Neil Wendt, a related party, entered into an Option
Purchase Agreement with Fort Street whereby Mr. Wendt agreed to purchase 25,000
stock options of the Company held by Fort Street for the amount of $7,500. The
stock options entitle the holder to purchase a like number of shares of common
stock of the Company. Fort Street subsequently loaned the proceeds from the sale
of the stock options to the Company under the terms of a promissory note dated
September 26, 2005. The Company received the proceeds from the promissory note
in early October 2005. The promissory note is unsecured, and carries an interest
rate of five (5) percent per annum. The maturity date of the note, together with
any remaining interest, is December 31, 2009. Interest payments on the
promissory note are payable to Fort Street bi-annually and at the maturity date
of the obligation. In addition, on March 22, 2006, Fort Street, as a principal
stockholder of the Company, granted to Mr. Wendt 25,000 shares of its common
stock for no compensation or modification of the Option Purchase Agreement
described above.
On November 28, 2005, Elontraion Pty. Ltd., an unrelated Australian private
company, loaned $18,253 to the Company under the terms of a promissory note.
This promissory note is unsecured, and carries an interest rate of five (5)
percent per annum. The proceeds from the promissory note were used for working
capital purposes. The maturity date of the note, together with any remaining
interest, is December 31, 2009. Interest payments on the promissory note are
payable to Elontraion Pty. Ltd. bi-annually and at the maturity date of the
obligation. There was no modification to the terms of the promissory note as a
result of the grant of the common stock by Fort Street.
22
(10) Commitments and Contingencies
For each fiscal year since inception, the Company has recognized as compensation
expense the ongoing contribution of time and effort of six individuals, two of
which, currently serve as officers of the Company. Such individuals have
provided their time and effort without formal compensation by the Company which
in certain instances dates back to 1998. For the period ended December 31, 2004,
the Company recorded accrued compensation expense amounting to $23,384. Through
September 14, 2004, the total liability for employee compensation amounted to
$220,000. This obligation was satisfied by the transfer of 440,000 shares of
common stock of FFBI directly to the individuals from the shares received from
the Exchange Agreement by Mark A. Poulsen, President and Chief Executive Officer
of the Company, at a value of $.50 per share. FFBI credited paid-in capital for
the value of the accrued compensation satisfied by Mr. Poulsen.
On September 21, 2004, the Company entered into a contract with Insource Pty.
Ltd., a related party, for software services pertaining to the development of
certain computerized systems for customer service, administration, and
information reporting purposes. The contract price for the software development
services amounted to approximately $30,500, which was subsequently increased by
approximately $10,000, and the estimated duration of the contract term was 14
weeks. Further, under the terms of the contract, a down payment of $3,500 was to
be made, followed by weekly progress payments of approximately $1,930. The
estimated term of the contract was subsequently extended to the end of June
2005, and certain additional features were added to the computerized systems
applications. The Company completed the software development project on July 21,
2005, and placed the software in service. The cost of the software project
amounted to $38,393, and has been reflected as "Developed software applications"
in the accompanying balance sheet.
The costs of the software project are commensurate with those prevailing in
arms-length transactions.
On November 28, 2004, the Company entered into a month-to-month expense sharing
agreement for office rent and other common area expenses with Mark A. Poulsen &
Associates Pty. Ltd. that provided for an effective date of July 1, 2004. The
expense sharing agreement replaced a lease arrangement between the Company and
Mark A. Poulsen & Associates Pty. Ltd. that expired on November 30, 2004. For
the six months ended December 31, 2006 and 2005, the Company accrued $8,463 and
$8,429 in office rent and common area costs pertaining to this agreement.
On February 1, 2005, the Company also entered into a registered agent
arrangement with Incorp. Services, Inc. whereby Incorp. agreed to act as the
registered agent for the State of Nevada, and to provide certain virtual office,
office facility use, and administrative services to the Company for a fee of
$1,495 per year.
In November 2005, the Company was notified by the SEC that in light of the
proximity in timing between the sales of 565,994 stock options held by Fort
Street to various parties and the loans evidenced by promissory notes made by
Fort Street to the Company, such sales of options by Fort Street are believed to
be a primary offering of securities by an underwriter on behalf of the Company
under Section 5 of the Securities Act of 1933 (the "33 Act"). If it is
determined that such transactions constitute a primary offering by or on behalf
of the Company in violation of Section 5 of the 33 Act, then the Company may be
subject to remedial sanctions. Such sanctions may include the payment of
disgorgement, prejudgment interest and civil or criminal penalties. Management
of the Company is not aware of any pending claims for sanctions against it based
on Section 5 of the 33 Act, and intends to vigorously defend against any such
claims if they arise. However, due to the notification by the SEC, the Company
has classified the promissory notes, amounting to $131,652, and accrued interest
of $10,226, as of December 31, 2006, as amounts subject to rescission in the
accompanying balance sheet.
On June 30, 2006, under the terms of a resolution made by the Board of
Directors, the Company accrued a bonus of $365,050 to Mark A. Poulsen, President
and Chief Executive Officer of the Company, for successfully completing the
registration of the Company's common stock with the SEC, and trading related to
such stock on the OTC Bulletin Board for a period of 30 days. On August 7, 2006,
the Board of Directors resolved that the Company would only pay this bonus after
a total of $1,500,000 was raised from future equity sales.
23
(11) Reclassification
Certain reclassifications have been made to conform the December 31, 2005
financial statements to the December 31, 2006 presentation for comparative
purposes.
(12) Restatement of Balances at June 30, 2006
The consolidated statement of stockholders' equity (deficit) from the Company's
inception (December 31, 1998) through December 31, 2006 has been restated to
correct the effects of an error made in the June 30, 2006 financial statements.
The error relates to the incorrect expensing of $375,250 of bad debts relating
to doubtful collections of accounts receivable associated with the Company's
license agreement with Global Marketing Pty. Ltd. (see Note 8). No revenue was
ever recognized on this license agreement and therefore the bad debt allowance
should have been recorded as a reduction of the associated deferred revenue,
rather than as a charge to operations pursuant to SAB No. 104.
The following financial statement line items for the year ended June 30, 2006
were affected by the correction:
Effect
As Reported As Adjusted of Change
----------- ----------- -----------
Deferred revenue - license fee $ 500,000 $ 124,750 $ (375,250)
=========== =========== ===========
Deficit accumulated during the
development stage (2,609,860) (2,234,610) 375,250
=========== =========== ===========
Net loss (1,677,717) (1,302,467) 375,250
=========== =========== ===========
24
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our financial
condition. The discussion should be read in conjunction with our financial
statements and notes thereto appearing in this prospectus. The following
discussion and analysis contains forward-looking statements, which involve risks
and uncertainties. Our actual results may differ significantly from the results,
expectations and plans discussed in these forward- looking statements.
Forward-Looking Statements
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.
The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.
Overview
Fit For Business International, Inc. ("FFBI" or the "Company") is a Nevada
corporation in the development stage having a mission to improve the wellness
and productivity of people in the workplace. FFBI provides products and services
for: (i) corporate wellness programs which address business productivity, stress
and absenteeism issues; and (ii) living well programs directed primarily, but
not exclusively, to individuals over 45 years of age.
Fit For Business (Australia) Pty Limited ("Subsidiary") was organized as an
Australian private company on December 14, 1998, and subsequently began certain
marketing studies and corporate awareness programs to obtain customers for its
products and services. In October 2003, Subsidiary initiated a capital formation
activity through the private placement of certain convertible promissory notes
which provided, through September 14, 2004, proceeds of $365,000. Subsequent to
the completion of the reverse merger between FFBI and Subsidiary, the liability
associated with the convertible promissory notes was assumed by the Company.
Thereafter, all of the promissory notes were converted into shares of common
stock of FFBI.
In addition, in November 2003, Subsidiary commenced a capital formation activity
to effect a reverse merger with a corporation validly organized in the United
States for the purpose of completing a Registration Statement on Form SB-2 with
the Securities and Exchange Commission ("SEC"), and raising capital from the
issuance of common stock in the public markets of up to $4.5 million. The
initial capital formation activity through a deemed reverse merger and the
issuance of common stock was unsuccessful. Subsequently, Subsidiary completed a
reverse merger with FFBI, and FFBI is currently undertaking a second capital
formation activity of the same type.
Prior to September 14, 2004, Subsidiary, aside from the capital formation and
marketing activities described above, incurred other development stage operating
costs and expenses related to its organization as an entity, receipt of a
trademark in Australia for its name and related logo, formation of a management
team, accounting and tax preparation fees, consulting fees, travel, and other
general and administrative expenses.
On September 14, 2004, FFBI entered into a Share Exchange Agreement (the
"Exchange Agreement") with Subsidiary, whereby FFBI acquired all of the issued
and outstanding capital stock of Subsidiary (81 shares) in exchange for
15,000,000 shares of common stock and 1,000,000 shares of preferred stock of the
Company. Both the common stock and the preferred stock of FFBI have a par value
of $.001. The shares of preferred stock are non-participating, but each share is
entitled to fifty (50) votes in a general meeting of the stockholders. As a
result of the Exchange Agreement, the stockholders of Subsidiary control FFBI,
and Subsidiary has been deemed to have effected a reverse merger for financial
reporting purposes as of the date of the Exchange Agreement. The reverse merger
has been recorded as a recapitalization of the Company, with the net assets of
FFBI and Subsidiary brought forward at their historical bases.
In November 2005, the Company was notified by the SEC that in light of the
proximity in timing between the sales of 565,994 stock options held by Fort
25
Street to various parties and the loans evidenced by promissory notes made by
Fort Street to the Company, such sales of options by Fort Street are believed to
be a primary offering of securities by an underwriter on behalf of the Company
under Section 5 of the Securities Act of 1933 (the "33 Act"). If it is
determined that such transactions constitute a primary offering by or on behalf
of the Company in violation of Section 5 of the 1933 Act, then the Company may
be subject to remedial sanctions. Such sanctions may include the payment of
disgorgement, prejudgment interest and civil or criminal penalties. Management
of the Company is not aware of any pending claims for sanctions against it based
on Section 5 of the 1933 Act, and intends to vigorously defend against any such
claims if they arise. However, due to the notification by the SEC, the Company
has classified the promissory notes, amounting to $131,652, and accrued interest
of $10,226, as of December 31, 2006, as amounts subject to rescission in the
accompanying balance sheet.
Liquidity and Capital Resources
In the course of the activities described above, we have sustained operating
losses and expect such losses to continue in the foreseeable future. To date, we
have not generated sufficient revenues to achieve profitable operations or
positive cash flow from operations. As of December 31, 2006, we had a working
capital deficit of $(1,709,671) and an accumulated deficit of $(2,687,105).
There is no assurance that profitable operations, if ever achieved, will be
sustained on a continuing basis.
Our footnotes for the period ended December 31, 2006, contain an explanatory
paragraph which indicates that we have recurring losses from operations, and our
working capital is insufficient to meet our planned business objectives. This
report also states that, because of these losses, there is substantial doubt
about our ability to continue as a going concern. This report and the existence
of these recurring losses from operations may make it more difficult for us to
raise additional debt or equity financing needed to run our business, and are
not viewed favorably by analysts or investors. Furthermore, if we are unable to
raise a significant amount of proceeds in this offering, this may cause our
cessation of business resulting in investors losing the value of their
investment in us.
With our main revenues likely to be generated from the sale of our wellness
programs to corporations and government departments, we will be concentrating on
sales efforts with those corporations most likely to purchase our programs.
Market research will be conducted to identify those corporations most likely to
purchase our programs following which the sales process can take anywhere from 3
to 12 months to complete. Corporations and government departments class our
programs as mainly employee benefits programs. If economic circumstances become
tight, corporations tend to reduce their expenditures on employee benefits
programs and this will have a detrimental impact on our revenues.
Other trends that have a material effect on our revenues, plan of operations and
the results of our operations include our market's tendency to be aware of
health issues and the desire of the majority of those in our market to maintain
or improve their current level of health and personal well being. Currently,
those in Australia and New Zealand are very much aware of the importance of good
health and physical fitness. Our products and services rely on this awareness
and desire. These trends result in part from government education programs and
also from social pressures to look well and be physically active. While there is
no indication that these trends will decline, there is no assurance that these
trends will continue and if they were to cease or become less prevalent, our
results will be materially affected.
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States ("US GAAP"). In connection with the
preparation of the financial statements, we are required to make assumptions and
estimates about future events, and apply judgments that affect the reported
amounts of assets, liabilities, revenues, expenses and the related disclosure.
We base our assumptions, estimates and judgments on historical experience,
current trends and other factors that management believes to be relevant at the
time the financial statements are prepared. On a regular basis, management
reviews our accounting policies, assumptions, estimates and judgments to ensure
that our financial statements are presented fairly and in accordance with U.S.
GAAP. However, because future events and their effects cannot be determined with
certainty, actual results could differ from our assumptions and estimates, and
such differences could be material.
26
Our significant accounting policies are discussed in Note 1 of the notes to
financial statements, "Significant Accounting Policies". Certain critical
policies are presented below.
Revenue Recognition
-------------------
We are in the development stage and have yet to realize significant
revenues from planned operations. We have derived revenues principally from
the sale of services related to wellness programs, literature and training
materials. We have also entered into a license agreement for Australia and
New Zealand which entitles the licensee to provide a distribution network
for us, use our logo and software, and market and promote our products and
services. Revenue will be derived over the term of the license agreement
once all terms and conditions have been met. Revenues are recognized by
major categories under the following policies:
For specific wellness program services, such as health risk assessment
services, fitness programs, educational and other programs, and contracts
pertaining to such services, revenue is realized as services are provided.
Contracts for wellness program services are evidenced in writing, and as
services are rendered, invoices for such services are rendered in
accordance with contract terms.
For sales of literature and training materials, revenue is realized upon
shipment to the customer and there are no unfulfilled company elements
related to a customer's order. Orders for literature and materials are
evidenced in writing on customer and call center order documents. Payments
are provided in cash, check or by credit card at the time orders are placed
with us.
For license agreements, revenue is realized from licensing activities
related to various countries and geographic regions, which entitle
licensees to provide a distribution network for us, the use of our logo,
software and training materials, and the rights to market and promote our
services. Revenue from such agreements is realized over the term and under
the conditions of each specific license once all contract conditions have
been met. Payments for licensing fees are generally received at the time
the license agreements are executed, unless other terms for delayed payment
are documented and agreed to between the parties. Under terms for delayed
payment, we may require further assurances of payment under contract terms
such as credit report information, and entity and personal guarantees.
Internal Web Site Development Costs
-----------------------------------
Under Emerging Issues Taskforce Statement 00-2, Accounting for Web Site
Development Costs ("EITF 00-2"), costs and expenses incurred during the
planning and operating stages of our web site are expensed as incurred.
Under EITF 00-2, costs incurred in the web site application and
infrastructure development stages are capitalized by us and amortized to
expense over the web site's estimated useful life or period of benefit.
Costs of Computer Software Developed or Obtained for Internal Use
-----------------------------------------------------------------
Under State of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"), we capitalize external
direct costs of materials and services consumed in developing or obtained
internal-use computer software; payroll and payroll-related costs for
employees who are directly associated with and who devote time to the
internal-use computer software project; and, interest costs related to
loans incurred for the development of internal-use software.
Costs of Computer Software to be Sold or Otherwise Marketed
-----------------------------------------------------------
Under Statement of Financial Accounting Standards No. 86, Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
("SFAS 86"), we capitalize costs associated with the development of certain
training software products held for sale when technological feasibility is
established. Capitalized computer software costs of products held for sale
are amortized over the useful life of the products from the software
release date.
27
Foreign Currency
----------------
The Company accounts for foreign currency translation pursuant to SFAS No.
52, Foreign Currency Translation ("SFAS 52"). The Company's functional
currency is the Australian dollar. All assets and liabilities are
translated into United States dollars using the current exchange rate at
the end of each fiscal period. Revenues and expenses are translated using
the average exchange rates prevailing throughout the period. Translation
adjustments are included in accumulated comprehensive income (loss) for the
period. Certain transactions of the Company are denominated in United
States dollars. Translation gains or losses related to such transactions
are recognized for each reporting period in the related statement of
operations and comprehensive income (loss).
As a result of such currency fluctuations and the conversion to United
States dollars for financial reporting purposes, we may experience
fluctuations in our operating results on an annual or quarterly basis going
forward. We have not in the past, but may in the future, hedge against
fluctuations in exchange rates. Future hedging transactions may not
successfully mitigate losses caused by currency fluctuations.
Accounting for Income Taxes
---------------------------
Significant judgment is required in determining our worldwide income tax
expense provision. In the ordinary course of a global business, there are
many transactions and calculations where the ultimate tax outcome is
uncertain. Some of these uncertainties arise as a consequence of cost
reimbursement arrangements among related entities, the process of
identifying items of revenue and expense that qualify for preferential tax
treatment and segregation of foreign and domestic income and expense to
avoid double taxation. Although we believe that our estimates are
reasonable, the final tax outcome of these matters may be different than
those presented in our historical income tax provisions and accruals. Such
differences could have a material effect on our income tax provision and
net income (loss) in the period in which such determination is made.
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting
for Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and
liabilities are determined based on temporary differences between the bases
of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according
to the financial statement classification of the assets and liabilities
generating the differences.
The Company maintains a valuation allowance with respect to deferred tax
assets. The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company's financial position and results of operations
for the current period. Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the
carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income,
could cause a change in judgment about the realizability of the related
deferred tax asset. Any change in the valuation allowance will be included
in income in the year of the change in estimate.
Results of Operations for the Three Months Ended December 31, 2006 and 2005
Revenues
--------
Total revenues for the three months ended December 31, 2006 amounted to $4,639,
compared to revenues of $2,043 for the same period ended December 31, 2005. The
small increase in revenues resulted by our engagement of an additional client.
Cost of Sales
-------------
Cost of sales increased to $2,033 for the three months ended December 31, 2006
as compared to $1,099 for the same period ended December 31, 2005. The increase
was commensurate with our increased sales during the more recent period.
28
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses for the three months ended December
31, 2006 were $192,074 compared to $50,109 for the same period ended December
31, 2005. The increase was primarily due to a large increase in wages,
compensation and related taxes. Most of these costs are deferred compensation
from employment agreements with certain members of our management.
Other Income (Expense)
----------------------
For the three months ended December 31, 2006, other (expense) totaled ($6,053),
compared to ($1,844) for the three months ended December 31, 2005. The increase
is a result of higher interest expense in the more recent period.
Net (Loss)
----------
Net (loss) for the three months ended December 31, 2006, amounted to $(195,521),
compared to $(51,009) for the same period ended December 31, 2005. The increase
of the net (loss) resulted primarily from our increased wages and compensation
expenses.
Other Comprehensive Income (Loss)
---------------------------------
Other comprehensive income (loss) for the three months ended December 31, 2006,
amounted to $(133,393), compared to $12,206 for the same period ended December
31, 2005. The larger comprehensive (loss) in the current period was a result of
significant foreign currency translation losses resulting from the decline of
the value of the US dollar in relation to the Australian dollar. As of December
31, 2006, we had Australian denominated liabilities that exceeded our Australian
denominated assets, therefore we report other comprehensive losses for currency
translation when marking these assets and liabilities to their current US dollar
values. Our other comprehensive gains and losses are reported as a separate
component of stockholders' equity.
Results of Operations for the Six Months Ended December 31, 2006 and 2005
Revenues
--------
Total revenues for the six months ended December 31, 2006 amounted to $7,507,
compared to revenues of $4,913 for the same period ended December 31, 2005. The
small increase in revenues resulted by our engagement of an additional client.
Cost of Sales
-------------
Cost of sales increased to $2,730 for the six months ended December 31, 2006 as
compared to $1,992 for the same period ended December 31, 2005. The increase was
commensurate with our increased sales during the more recent period.
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses for the six months ended December
31, 2006 were $453,745 compared to $170,934 for the same period ended December
31, 2005. The increase was primarily due to a large increase in wages,
compensation and related taxes. Most of these costs are deferred compensation
from employment agreements with certain members of our management.
Other Income (Expense)
----------------------
For the six months ended December 31, 2006, other (expense) totaled ($3,527),
compared to ($3,179) for the six months ended December 31, 2005.
29
Net (Loss)
----------
Net (loss) for the six months ended December 31, 2006, amounted to $(452,495),
compared to $(171,192) for the same period ended December 31, 2005. The increase
of the net (loss) resulted primarily from the our increased wages and
compensation expenses.
Other Comprehensive Income (Loss)
---------------------------------
Other comprehensive income (loss) for the six months ended December 31, 2006,
amounted to $(102,291), compared to $13,216 for the same period ended December
31, 2005. The larger comprehensive (loss) in the current period was a result of
significant foreign currency translation losses resulting from the decline of
the value of the US dollar in relation to the Australian dollar. As of December
31, 2006, we had Australian denominated liabilities that exceeded our Australian
denominated assets, therefore we report other comprehensive losses for currency
translation when marking these assets and liabilities to their current US dollar
values. Our other comprehensive gains and losses are reported as a separate
component of stockholders' equity.
Off Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2006. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Changes in internal controls
There were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ending December 31, 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As more fully disclosed on our Annual Report filed on October 24, 2006, whose
information is hereby incorporated by reference, we may be a party to legal
proceedings in the future with one of our licensees, L.R. Global.
Other than this possibility, neither our parent company nor our subsidiary, or
any of their properties, is a party to any pending legal proceeding. We are not
aware of any contemplated proceeding by a governmental authority. Also, we do
not believe that any director, officer, or affiliate, any owner of record or
beneficially of more than five per cent (5%) of the outstanding common stock, or
security holder, is a party to any proceeding in which he or she is a party
adverse to us or has a material interest adverse to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As more fully described in Item 1.01 of our Current Report filed on November 16,
2006, whose information is hereby incorporated by reference, we sold 3,375,000
shares of our common stock to one investor for US$152,000, or $0.045 per share.
Our shares were issued in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933. No commissions were paid for the
issuance of such shares. The above issuance of shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance of such shares by us did not involve a public offering. The
Investor was a sophisticated investor and had access to information normally
provided in a prospectus regarding us. The offering was not a "public offering"
as defined in Section 4(2) due to the insubstantial number of persons involved
in the deal, size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, the Investor had the
necessary investment intent as required by Section 4(2) since she agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for the above transaction.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending December 31, 2006, covered by
this report to a vote of our shareholders, through the solicitation of proxies
or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Reports on Form 8-K and Form 8K-A
----------------------------------------
On November 17, 2006, we filed a Current Report on Form 8-K, whose
information is hereby incorporated by reference. The Current Report
pertained to the resignation of our Auditor, Davis Accounting Group,
P.C., our engagement of a new auditor, Mendoza Berger & Company, LLP; the
Resignation of one of our officers and directors, Prins Ralston; and
regarding a Securities Purchase agreement entered into by the Company
with one investor.
31
(b) Exhibits
---------------
Exhibit
Method of Filing Number Exhibit Title
---------------- ------- -------------
Incorporated by reference to Exhibit 3.1 Certificate of Incorporation
3.1 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176)
Incorporated by reference to Exhibit 3.1(a) Certificate of Amendment to Certificate of
3.1(a) to our Amendment No. 1 to Incorporation
Form SB-2 registration statement on
May 4, 2005 (SEC File No.
333-123176)
Incorporated by reference to Exhibit 3.2 By-Laws
3.3 to our Amendment No. 3 to Form
SB-2 registration statement on
August 1, 2005 (SEC File No.
333-123176).
Incorporated by reference to Exhibit 10.1 Exchange Agreement dated September 5, 2004
10.1 to our Form SB-2 registration between us and Fit For Business
statement on March 7, 2005 (SEC File (Australia) Pty Ltd.
No. 333-123176).
Incorporated by reference to Exhibit 10.2 Stock Option Agreement dated July 25, 2004
10.2 to our Form SB-2 registration between us and Fort Street Equity, Inc.
statement on March 7, 2005 (SEC File (subscription agreement)
No. 333-123176).
Incorporated by reference to Exhibit 10.2.1 Stock Option Extension Letter
10.2.1 to our Amendment No. 8 to
Form SB-2 registration statement on
December 30, 2005 (SEC File No.
333-123176).
Incorporated by reference to Exhibit 10.3 License Agreement with L.R. Global
10.3 to our Form SB-2 registration Marketing Pty Ltd. And Extension Agreement
statement on March 7, 2005 (SEC File
No. 333-123176).
Incorporated by reference to Exhibit 10.4 Employment Agreement - Mark A. Poulsen
10.4 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176).
Incorporated by reference to Exhibit 10.5 Employment Agreement - Anthony F. Head
10.5 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176).
Incorporated by reference to Exhibit 10.6 Employment Agreement - Prins A. Ralston
10.6 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176).
32
Incorporated by reference to Exhibit 10.7 Employment Agreement - Sandra L. Wendt
10.7 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176).
Incorporated by reference to Exhibit 10.8 Agreement with Insource Pty Ltd.
10.8 to our Form SB-2 registration
statement on March 7, 2005 (SEC File
No. 333-123176).
Incorporated by reference to Exhibit 10.9 Two (2) Promissory Notes with Fort Street
10.9 to our Amendment No. 3 to Form Equity both dated July 1, 2005
SB-2 registration statement on
August 1, 2005 (SEC File No.
333-123176).
Incorporated by reference to Exhibit 10.9.1 Five (5) Promissory Notes with Fort Street
10.9 to our Amendment No. 5 to Form Equity dated as follows: one (1) dated
SB-2 registration statement on September 14, 2005; two (2) dated August
September 26, 2005 (SEC File No. 29, 2005; one (1) dated June 19, 2005; and
333-123176). one (1) dated May 11, 2005
Incorporated by reference to Exhibit 10.9.2 Two (2) Promissory Notes with Fort Street
10.9 to our Amendment No. 8 to Form Equity dated as follows: September 23,
SB-2 registration statement on 2005; and September 26, 2005
December 30, 2005 (SEC File No.
333-123176).
14 Code of Ethics
31.1 Certification of Mark A. Poulsen pursuant
to 18 U.S.C Section 1350 as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Sandra Wendt pursuant to
18 U.S.C Section 1350 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Mark A. Poulsen pursuant
to 18 U.S.C Section 1350 as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Sandra Wendt pursuant to
18 U.S.C Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002
33
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
FIT FOR BUSINESS INTERNATIONAL, INC.
Date: February 13, 2007 By: /s/ Mark A. Poulsen
---------------------------
Mark A. Poulsen
Chief Executive Officer, President, and
Chairman of the Board of Directors
Date: February 13, 2007 By: /s/ Sandra Wendt
-----------------------
Sandra Wendt
Chief Financial Officer
Principal Accounting Officer
34