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| UNIV.OB > SEC Filings for UNIV.OB > Form 10-K on 24-Jul-2009 | All Recent SEC Filings |
24-Jul-2009
Annual Report
Forward-Looking Statements
The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described in the Company's other SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.
Overview
We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern. Although we will need only approximately $200,000 to $250,000 to remain in business during the next 12 months with minimal operations, we will need approximately $6,395,385 during the next 12 months to implement our business plan to sell what we call UIS Infotainment Systems for use in passenger, commercial and government agency vehicles. These systems combine our proprietary GPS Navigation and Display Engine, combining aerial and satellite imagery/photographs rather than traditional grid map displays, with communications capabilities for 3G Communications Audio/Video, Internet Browsing, E-mail, Fax, Text messaging and similar functions available today on many cellular telephones. We call this combination of services "Infotainment."
Since our inception, we have devoted our activities to the following:
|_| Securing our agreements with the necessary third party data providers with regards to our Product
|_| Developing our marketing strategy
|_| Created our prototype hardware equipment necessary to the UIS concept
|_| Securing the required manufacturing planning and implementation of our proprietary hardware in Taiwan ROC
|_| Determining the market for our products and our manufacturing activities;
|_| Developing a marketing plan; and
|_| Networking and indentifying future customers and projects.
Results of Operations
We have generated no revenues during the period from inception on April 14, 2008 to April 30, 2009.
Development stage operating expenditures during the period from inception on April 14, 2008 to April 30, 2009 were $387,086, which consisted of general and administrative expenses related to our formation and legal, accounting and other start-up costs of $180,089, compensation expense of $167,497, and research and development expense of $39,500
Other expenses aggregated $14,267 (net) and consisted primarily of interest expense of $14,479.
Liquidity and Capital Resources
Our principal capital resources have been acquired through the sale of $87,731 of our common stock, net of offering costs and net advances from our founder aggregating $97,240.
At April 30, 2009, we had total assets of $61,667 consisting of cash, prepaid expenses, property and equipment, deposits and intangibles.
At April 30, 2009, our total liabilities were $207,481, consisting primarily of accounts payable of $33,461, accrued compensation of $34,998, amounts due to officer aggregating $100,385, and a note payable of $22,398.
Milestones
----------
We anticipate taking the following actions during the next 12 months, assuming
we receive the required funding:
Time After
Expected Manner of Receiving
Occurrence or Funding When Step
Method of Should be
Milestone or Step Achievement Accomplished Cost of Completion
--------------------------------------------------- -----------------------------------------------------
Purchase office furniture Hire employees and begin
and computers training 2 Months $ 60,000
Software from Microsoft Locate appropriate vendors 2-3 Months
and GIS software providers to purchase the software's
including Advance Graphics needed.
Corporate editions from
Maya, Adobe, and others. $ 470,000
Formation and set up of Find and lease location for 4 Months
company and lab in Taiwan company offices &
laboratory purchase
equipment, and hire
employees. $ 540,000
Contract out the various Choose among the 30 OEM 5 Months
Components needed in factories those that can
creating the UIS Hardware produce the UIS Hardware
in Taiwan ROC in our time table.
Start Operations on the Sign Imagery and Navigable 2-4 Months $ 647,385
development of the North Data contracts with (This cost covers staff
America module of UIS Vendors, begin processing labor on the USA
images and USA
office expenses)
16
Start Marketing Phase Develop Sales Materials, 6 Months
Start Mailings and Product
Presentations $ 450,000
Begin testing of the North Test hardware and software, 7 Months
America UIS Module prepare the UIS calling
centers, field test UIS,
present UIS to the OEMs. $ 10,000
Begin production of Test Hardware Load software 6-7 months
Hardware for the Middle and deliver to the
East in Taiwan Distributor In the Middle
East $ 1,368,000
Order UIS Hardware from Finish and Ship UIS to USA 8 Months
UISC TW for the USA Work with distributors -
market,begin by placing set the logistics for the Cost for initial
3,000 units in the market distribution Channel, begin 3000 Units
via pre-contracted trade shows presence, To USA expected at:
Electronics Distributors media, and print advertising. $2,750,000
Contract with national Offers premiums in marketing 6 Months
brands distributors and sales to each major
Electronics Distributor in
each State so that market
penetration be achieved. $ 100,000
|
Cash Requirements
We intend to provide funding for our activities, if any, through a combination of the private placement of our equity securities and the public sales of equity securities. At April 30, 2009, our Chairman had net advances to us aggregating $97,240. He has indicated that he does not intend to make additional advances to us in the future. These funds were obtained by him through loans from his parents pursuant to an oral agreement which bears no interest and is repayable as mutually agreed with no due date. However, the advances from our Chairman to us bear interest at the rate of 5%, and thus our Chairman will receive additional compensation as a result. At April 30, 2009, the accrued interest owed our Chairman was $3,145.
We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern. Although we will need only approximately $200,000 to $250,000 to remain in business during the next 12 months with minimal operations, we need approximately $6,395,385 during the next 12 months to implement our business plan as described above. The Company is in the process of attempting to raise an additional $200,000 through the sale of its common stock in a private placement offering. The offering is scheduled to run through August 31, 2009. If the offering is successful and the targeted equity goal is raised, this additional funding will permit us to sustain minimal operations until approximately May, 2010. We have no agreement, commitment or understanding to secure any such funding from any other source.
There is uncertainty regarding our ability to commence operations or implement our business plan without additional financing. We have a history of operating losses, limited funds and no agreements, commitments or understandings to secure additional financing. Our future success is dependent upon our ability to commence operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to commence operations, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse affect on our ability to continue in business and implement our business plan.
Commitments
On July 15, 2008, we entered into a sub-lease agreement with Universal Global Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate offices under terms of a non-cancelable operating lease. The lease term is from July 16, 2008 through October 31, 2013 and requires an escalating monthly lease payment over the term of the lease ranging from $3,149 to $3,615. The lease requires a $7,231 security deposit. The landlord has orally agreed to allow us to assume the obligations under the lease directly following the dissolution of Universal Global Corp.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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