UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
iGAMBIT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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11-3363609
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1600 Calebs Path Extension, Suite 114,
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Hauppauge, New York
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11788
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(Address of principal executive offices)
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(Zip Code)
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With copy to:
Joel D. Mayersohn, Esq.
Clint J. Gage, Esq.
Roetzel & Andress
350 East Las Olas Boulevard, Suite 1150
Fort Lauderdale, Florida 33301
Telephone: (954) 462-4150
Facsimile: (954) 462-4260
Registrants telephone number, including area code: (631) 780-7055
Securities to be registered pursuant to Section 12(b) of the Act: None
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Securities to be registered pursuant to Section 12(g) of the Act:
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Common Stock
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(Title of Class)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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ITEM 1. BUSINESS
CAUTION REGARDING FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. In some cases, you can
identify these statements by forward-looking words such as may, might, will, should,
expects, plans, anticipates, believes, estimates, predicts, intends, potential and
similar expressions. All of the forward-looking statements contained in this registration statement
are based on estimates and assumptions made by our management. These estimates and assumptions
reflect our best judgment based on currently known market and other factors. Although we believe
such estimates and assumptions are reasonable, they are inherently uncertain and involve risks and
uncertainties. In addition, managements assumptions about future events may prove to be
inaccurate. We caution you that the forward-looking statements contained in this registration
statement are not guarantees of future performance and we cannot assure you that such statements
will be realized. In all likelihood, actual results will differ from those contemplated by such
forward-looking statements as a result of a variety of factors, including those factors discussed
in Item 1A. Risk Factors. We will update these forward-looking statements only as required by
law. We do not undertake any other responsibility to update any forward-looking statements.
HISTORY
We were incorporated in the State of Delaware under the name BigVault.com Inc. on April 13,
2000. On April 18, 2000, we merged with BigVault.com, Inc., a New York corporation with which we
were affiliated. We survived the merger, and on December 21, 2000 changed our name to bigVAULT
Storage Technologies, Inc. At that time we were in the business of providing remote, internet-based
storage vaulting services and related ancillary services to end users and resellers (the Vault
Business).
On February 28, 2006 we sold all of our assets to Digi-Data Corporation (DDC), an unrelated
third party, pursuant to the terms of an Asset Purchase Agreement dated December 21, 2005 (the
APA), a copy of which is filed herewith as an exhibit. As consideration for our transfer of
assets under the APA, DDC paid certain of our liabilities and agreed to make certain quarterly and
annual revenue sharing payments to us. Specifically, DDC agreed to make quarterly payments to us,
for a period of 5 years, in the amount equal to 10% of the Vault Net Revenues received by DDC
through its operation of the Vault Business (the Quarterly Revenue Share Payments). Vault Net
Revenues is defined in the APA as the gross revenue of DDC actually received by DDC that is solely
and directly attributable to the Vault Business, to the extent that such revenue is derived from
the provision of vault services and/or vault appliances which use the Big Vault core technology,
less the sum of (i) any discount given by DDC in compensation for early payment, (ii) returns,
allowances, quantity discounts and credits, (iii) any accounting reserve amount, as determined in
accordance with GAAP, and (iv) shipping and mailing costs, duties, taxes and insurance. In
addition, DDC agreed to make an annual payment to us after the 2
nd
, 3
rd
,
4
th
, and 5
th
anniversaries of the closing of the transaction, in an amount
equal to 5% of any increase in the annual Vault Net Revenue over the immediately prior years Vault
Net Revenue (the Annual Increase Payments, and together with the Quarterly Revenue Share Payments
the Revenue Share Payments). A schedule of the Quarterly Revenue Share Payments and Annual
Increase Payments received to date is set forth below. The final Annual Increase Payment and the
final Quarterly Revenue Share Payment are each due on or before May 31, 2011. Mr. Salerno and Ms.
Luqman accepted employment with DDC in senior management positions post closing, and continued to
work for DDC until February 2009. As of March 1, 2009 Mr. Salerno and Ms. Luqman returned to their
full time management roles with the Company.
3
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Period Covered
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Amount
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Date Received
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March 1, 2006 - December 31, 2006 Quarterly Revenue Share Payment
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$
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18,576.42
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2/14/2007
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1
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Quarter 2007 Quarterly Revenue Share Payment
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$
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20,085.64
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7/18/2007
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2
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Quarter 2007 Quarterly Revenue Share Payment
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$
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54,429.29
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9/18/2007
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3
rd
Quarter 2007 Quarterly Revenue Share Payment
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$
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81,761.49
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12/17/2007
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4
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Quarter 2007 Quarterly Revenue Share Payment
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$
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112,343.36
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2/22/2008
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1
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Quarter 2008 Quarterly Revenue Share Payment
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$
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142,403.25
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5/1/2008
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March 2007 February 2008 Annual Increase Payment
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$
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159,190.30
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5/1/2008
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2
nd
Quarter 2008 Quarterly Revenue Share Payment
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$
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143,815.13
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8/9/2008
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3
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Quarter 2008 Quarterly Revenue Share Payment
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$
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168,844.36
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11/10/2008
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4
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Quarter 2008 Quarterly Revenue Share Payment
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$
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246,005.85
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3/10/2009
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1
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Quarter 2009 Quarterly Revenue Share Payment
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$
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286,976.65
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6/30/2009
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March 2008 February 2009 Annual Increase Payment
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$
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222,322.00
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6/30/2009
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2
nd
Quarter 2009 Quarterly Revenue Share Payment
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$
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325,514.21
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9/25/2009
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3
rd
Quarter 2009 Quarterly Revenue Share Payment
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$
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365,194.95
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12/24/2009
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4
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Quarter 2009 Quarterly Revenue Share Payment
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$
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414,851.58
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2/28/2010
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1
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Quarter 2010 Quarterly Revenue Share Payment
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$
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472,384
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5/26/2010
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March 2009 February 2010 Annual Increase Payment
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$
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362,202
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Anticipated in June 2010
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$
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3,596,900.20
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On April 5, 2006, we changed our name to iGambit, Inc.
On October 1, 2009, we acquired the assets of Jekyll Island Ventures, Inc., a New York
corporation doing business as Gotham Photo Company (Jekyll) through our wholly owned subsidiary
Gotham Innovation Lab, Inc., a New York corporation (Gotham). Pursuant to the terms of the Asset
Purchase Agreement and Plan of Reorganization (APAPR), we (i) issued 500,000 shares of our common
stock to Jekyll at closing; (ii) assumed $10,410.59 of Jekyll accounts payable relating to office
rent and health insurance premiums; and (iii) issued Jekyll warrants to purchase 1,500,000 shares
of our common stock, at $0.01 per share, subject to a 3 year vesting schedule and the attainment by
Gotham of certain revenue targets during said 3 year period.
On December 2, 2009, we amended our Certificate of Incorporation increasing our authorized
shares of common stock to 75 million shares.
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OUR COMPANY
Introduction
We are a company focused on the technology markets. Presently we have one operating subsidiary
in the business of providing media technology services to the real estate industry. At this point
we have limited revenues consisting solely of revenues from the operation of our Gotham subsidiary
($166,661 in the 4
th
quarter of 2009) and the receipt of Quarterly Revenue Share
Payments and Annual Increase Payments from DDC (totaling $1,614,859.39 in 2009 ($414,851.58 of
which was paid in the first quarter of 2010), and $834,586 for the first quarter of 2010 ($362,202
of which is anticipated to be paid in June 2010 )).
Our primary focus is the acquisition of additional technology companies. We believe that the
background of our management and of our Board of Directors in the technology markets is a valuable
resource that makes us a desirable business partner to the companies that we are seeking to
acquire. When we acquire a company, we work to assume an active role in the development and growth
of the company, providing both strategic guidance and operational support. We provide strategic
guidance to our partner companies relating
to, among other things, market positioning, business model and product development, strategic
capital expenditures, mergers and acquisitions and exit opportunities. Additionally, we provide
operational support to help our partner companies manage day-to-day business and operational issues
and implement best practices in the areas of finance, sales and marketing, business development,
human resources and legal services. Once a company joins our partner company network, our
collective expertise is leveraged to help position that company to produce high-margin, recurring
and predictable earnings and generate long-term value for our stockholders.
At this point we do not have any plans or agreements to acquire any companies, have not
initiated any contact or negotiations with any possible acquisitions, and have not targeted any
possible acquisitions. Our current intention is to fund the purchase price of acquisitions through
a combination of the issuance of our common stock at closing and the issuance of common stock
purchase warrants that would become exercisable only in the event certain earn-out conditions are
satisfied by the acquired company. In addition to acquiring entire companies, we would also
consider entering into joint ventures and acquiring less than 100 percent of a target company.
Sources of target businesses
We anticipate that target business candidates will be brought to our attention from various
sources, including our management team, investment bankers, venture capital funds, private equity
funds, leveraged buyout funds, management buyout funds, consulting firms and other members of the
financial community who will become aware that we are seeking business partners via public
relations and marketing efforts, direct contact by management or other similar efforts, who may
present solicited or unsolicited proposals. Any finder or broker would only be paid a fee upon the
completion of a business combination. While we do not presently anticipate engaging the services of
professional firms that specialize in acquisitions on any formal basis, we may decide to engage
such firms in the future or we may be approached on an unsolicited basis. Our officers and
directors, as well as their affiliates, may also bring to our attention target business candidates
that they become aware of through their business contacts. While our officers and directors make no
commitment as to the amount of time they will spend trying to identify or investigate potential
target businesses, they believe that the various relationships they have developed over their
careers together with their direct inquiry, will generate a number of potential target businesses
that will warrant further investigation. In no event will we pay any of our existing officers,
directors, special advisors or stockholders or any entity with which they are affiliated any
finders fee or other compensation for services rendered to us prior to or in connection with the
completion of a business combination. In addition, none of our officers, directors, special
advisors or existing stockholders will receive any finders fee, consulting fees or any similar
fees from any person or entity in connection with any business combination involving us other than
any compensation or fees that may be received for any services provided following such business
combination.
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Selection of a target business and structuring of a business combination
Our management has virtually unrestricted flexibility in identifying and selecting a
prospective target business. We expect that our management will diligently review all of the
proposals we receive with respect to a prospective target business. In evaluating a prospective
target business, our management will conduct the necessary business, legal and accounting due
diligence on such target business and will consider, among other factors, the following:
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financial condition and results of operations;
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earnings and growth potential;
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experience and skill of management and availability of additional personnel;
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capital requirements;
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competitive position;
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barriers to entry into the industry;
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breadth of services offered;
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degree of current or potential market acceptance of the technology;
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regulatory environment; and
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costs associated with effecting the business combination.
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These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a
particular business combination will be based, to the extent relevant, on the above factors as well
as other considerations deemed relevant by our management in effecting a business combination
consistent with our business objective. In evaluating a prospective target business, we will
conduct an extensive due diligence review which will encompass, among other things, meetings with
incumbent management, where applicable, and inspection of facilities, as well as review of
financial and other information which will be made available to us.
Evaluation of the target businesss management
We would condition any acquisition on the commitment of management of the target business to
remain in place post closing. Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that
we will have the ability to recruit additional managers, or that any such additional managers will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Although we intend to closely scrutinize the management of a prospective target business when
evaluating the desirability of effecting a business combination, we cannot assure you that our
assessment of the target businesss management will prove to be correct.
Competition
In identifying, evaluating and selecting a target business, we may encounter intense
competition from other entities having a business objective similar to ours. Many of these entities
are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and
other resources than us and our financial resources will be relatively limited when contrasted with
those of many of these competitors, which may limit our ability to compete in acquiring certain
target businesses. This inherent competitive limitation gives others an advantage in pursuing the
acquisition of a target business.
6
Our Partner Company Gotham Photo Company
Products and Services
Gothams business is directed at providing media technology services to the real estate
community. The range of media services includes the exclusive Gotham EXPO Full Screen Experience.
Gotham also provides website development services, sales office technology and data interchange
services for many of the real estate firms in New York City. Gothams roster of no less than 996
client accounts includes accounts ranging from single agent accounts to large master accounts
with large firms such as Prudential Douglas Elliman and Halstead. Taking these and other master
accounts into consideration, Gotham does business with over 3,000 New York City real estate agents.
When it comes to selling real estate every broker or seller listing has to have pictures.
Utilizing the latest technology Gothams EXPO product provides a full screen listing experience.
It allows brokers and sellers to present their listing in the largest format possible while giving
the viewer control of the show. EXPO integrates images, photos, floor plans, agent and key listing
details in an engaging format that immerses the viewer. Currently, Gotham is capable of
integrating up to 16 images into a full screen presentation for any listing.
EXPO is available for all NYC realtors and will be made available nationwide within the coming
months. All systems are built on accessible web platforms that integrate quickly and seamlessly
into the agents workflow. EXPO is available on a per unit basis, as an add-on to photography
services, or on a subscription basis. We price the product on a per-unit basis at $50 per unit,
and offer subscription rates ranging from $400 per month to $2500 per month depending on the
average yearly listing volume of the subscriber. EXPO was a key factor in our securing of a
semi-exclusive media services agreement with Prudential Douglas Elliman.
In addition to natural expansion into the areas surrounding NYC, Gotham is actively working to
expand by further providing services to large accounts that exist in both Manhattan and targeted
secondary markets, and through the selective hiring of one-off
service providers who are currently operating in other markets.
Competitive Comparison
Gotham competes with others in the industry by focusing on user interaction, technology and
delivery. Gotham maintains strict standards of photography and a roster of accomplished
photographers who we engage in between their premium assignments such as fashion shoots,
architectural projects, etc.
In addition to superior media, in the opinion of management, Gothams technology tools set us
apart from our competition. For example, our expo product offering utilizes the pre-generation of a
multitude of media sets to deliver images sized perfectly for the users screen, wasting no
bandwidth or file size, thereby enabling us to maintain the speed and efficiency of the product at
an optimal level. A majority of our competitors either dont seem to employ similar measures in
their full screen product offerings or do so on a more limited basis.
Future Products and Services
Future offerings will include enhanced products that focus on social media interaction, mobile
applications and tools for realtors, as well as multi touch augmented reality technologies for
presentations, etc. Gotham will continue to expand its media offerings, integrating with and
adopting technologies as they become available.
Strategy and Implementation Summary
Gothams objective is to be a market leader in offering EXPO, Virtual Tours, and e-Brochures,
type services to the real estate industry. Gotham is currently providing services to a number
realtors and brokers in the New York Metropolitan area including, but not limited to, Prudential
Douglas Elliman, Cocoran and others. We plan to increase our marketing and client base in the NY
area and expand to other major cities and markets such as Boston, Philadelphia, Washington DC,
Chicago, etc. Within 3 years we expect to be offering our services to over 250 US metropolitan
statistical areas.
Employees
We presently have 9 total employees, all of which are full-time.
OUR CORPORATE INFORMATION
Our principal offices are located at 1600 Calebs Path Extension, Suite 114, Hauppauge, New
York, 11788. Our telephone number is (631) 780-7055 and our fax number is (631) 656-1055. We
currently operate two corporate websites that can be found at www.igambit.com and
www.gothamphotocompany.com (the information on the foregoing websites does not form a part of this
prospectus).
7
ITEM 1A. RISK FACTORS
If any of the following risks actually occur, our results of operations, cash flows and the
value of our shares could be negatively impacted. Although we believe that we have identified and
discussed below the key risk factors affecting our business, there may be additional risks and
uncertainties that are not presently known that may adversely affect our performance or financial
condition.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS
We have a limited operating history on which you can evaluate our ability to achieve our business
objective.
Prior to our acquisition of Gotham we had limited operations since 2006.
We are dependent upon our Management for the operating of the Company
.
We are dependent upon the services of the Officers and Directors to determine and implement
our overall focus and strategy. There can be no assurance that managements experience will be
sufficient to successfully achieve our business objectives. All decisions regarding the management
of our affairs will be made exclusively by our Officers and Directors. In the event these persons
are ineffective, our business and results of operation would likely be adversely affected.
We may not be able to compete successfully against current and future competitors
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A large number of companies currently compete with us in the marketplace. Many competitors
have far greater capital, marketing and other resources than we do. Furthermore, we cannot assure
you that these or other companies will not develop new or enhanced products that are more effective
than those of Gotham or partner companies that we acquire in the future.
Numerous external forces, including the recent financial crisis, could negatively affect our
businesses, results of operations and financial condition.
Numerous external forces, including the state of global financial markets and general economic
conditions, lack of consumer confidence, lack of availability of credit, interest rate and currency
rate fluctuations and national and international political circumstances (including wars and
terrorist acts) could negatively affect our business, results of operations and financial
condition. The recent global financial crisis affecting the banking system, financial markets and
financial institutions has resulted in a tightening in the credit markets, a low level of liquidity
in many financial markets and extreme volatility in credit and equity markets. The length of time
or severity with which these conditions may persist is unknown. As a consequence, our operating
results for a particular period are difficult to predict and, therefore, prior results are not
necessarily indicative of expected results in future periods. In response to the financial crisis,
many customers and potential customers may forgo, delay or reduce technology and other purchases.
In connection with such crisis, we may experience reductions in sales of our products and services,
extended sales cycles, difficulties in collecting or the inability to collect accounts receivable,
slower adoption of new technologies, increased price competition and difficulties in obtaining or
the inability to obtain financing.
If we are not able to deploy capital effectively and on acceptable terms, we may not be able to
execute our business strategy.
Our strategy includes effectively deploying capital by acquiring new companies. We may not be
able to identify attractive acquisition candidates that fit our strategy. Even if we are able to
identify such candidates, we may not be able to acquire such companies due to an inability to reach
mutually acceptable financial or other terms with such companies or due to competition from other
potential acquirers that may have greater resources, brand name recognition, industry contacts or
flexibility of structure than us. The recent turmoil in the global economy has caused significant
declines and fluctuations in the valuations of publicly-traded companies and privately-held
companies. Uncertainty regarding the extent to which valuations of companies that fit our
acquisition criteria will continue to fluctuate may affect our ability to accurately value
potential acquisition candidates. Additionally, the recent economic crisis may make it more
difficult for us to obtain capital needed to deploy to new and existing partner companies. If we
are unable to effectively deploy capital to our companies on acceptable terms, we may not be able
to execute on our strategy, and our business may be adversely impacted.
Our operations and growth and that of our partner companies could be impaired by limitations on our
and/or their ability to raise capital or borrow money on favorable terms.
We may need to raise additional capital or borrow money in order to sustain operations or to
grow. If we are unable to raise capital or obtain credit on favorable terms, our ability to operate
and grow may be impaired. This may require us to take other actions, such as borrowing money on
terms that may be unfavorable, or divesting of assets prematurely to raise capital. If we need
capital and are unable to raise it, then we may need to limit or cease operations.
8
The loss of our or our partner companies executive officers or other key personnel or our partner
companies inability to attract additional key personnel could disrupt our business and operations.
If one or more of our executive officers or key personnel, including highly trained
information technology personnel, or our partner companies executive officers or key personnel,
including highly trained information technology personnel, were unable or unwilling to continue in
their present positions, or if we or our partner companies were unable to hire qualified personnel,
our business and operations could be disrupted and our operating results and financial condition
could be seriously harmed.
We may be subject to litigation proceedings or government regulation that could harm our business.
We may be subject to legal claims involving stockholder, consumer, competition and other
matters. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An
unfavorable ruling could include monetary damages or, in cases for which injunctive relief is
sought, an injunction prohibiting us from performing one or more critical activities. If we were to
receive an unfavorable ruling in a litigation matter, our business, financial condition and results
of operations could be materially harmed. Even if legal claims brought against us are without
merit, defending lawsuits may take significant time, be expensive and divert the attention of our
management from other business concerns.
Our officers and directors will have significant voting power and may take actions that may not be
in the best interests of other shareholders.
Our officers and directors, principal stockholders and their affiliates currently control in
excess of a majority of our voting securities. If these stockholders act together, they will be
able to exert significant control over our management and affairs requiring stockholder approval,
including approval of significant corporate transactions. This concentration of ownership may have
the effect of delaying or preventing a change in control and might adversely affect the market
price of the common stock. This concentration of ownership may not be in the best interests of all
of our stockholders.
We do not anticipate paying dividends in the foreseeable future, and the lack of dividends may have
a negative effect on the stock price.
We currently intend to retain future earnings to support operations and to finance expansion
and, therefore, do not anticipate paying any cash dividends on our capital stock in the foreseeable
future.
We did not obtain an opinion from an unaffiliated third party as to the fair market value of Gotham
or the fairness of the transaction to our stockholders and, as such, our stockholders are relying
solely on the judgment of our board of directors.
We did not obtain an opinion from an unaffiliated third party that the price we paid to
acquire Gotham was fair to our stockholders. Accordingly, our stockholders relied solely on the
judgment of our board of directors. None of our directors is a business valuation expert, an
independent public accountant or an investment banker.
There is not now, and there may not ever be an active market for shares of our common stock
.
There is no public market for shares of our common stock. This makes it difficult for our
stockholders to sell their shares as and when they choose. Should a trading market develop, it is
likely to result in only small trading volumes for quite some time. Small trading volumes are
generally understood to depress market prices. As a result, you may not always be able to resell
shares of our common stock publicly at the time and prices that you feel are fair or appropriate.
9
We intend to attempt to have our common stock quoted on the OTC Bulletin Board, which will limit
the liquidity and price of our securities more than if our securities were quoted or listed on a
National Exchange.
Initially, our securities will be traded in the over-the-counter market. We intend to
commence the process of obtaining a quotation of our common stock on the OTC Bulletin Board
(OTCBB). In order for our common stock to trade on the OTCBB, a registered broker-dealer,
serving as a market maker, must be willing to list bid and ask quotations for our common stock,
sponsor our listing on the OCTBB, and file an application with the OTCBB on our behalf to make a
market in our common stock. We have engaged the services of Merrimac Corporate Securities, Inc. to
perform the foregoing services. It is not possible to predict how long it may take to obtain a
listing on the OTCBB. In the event an application for quotation of our common stock is submitted
to the OTCBB, there can be no guaranty that the OTCBB will approve the application. Quotation of
our securities on the OTC Bulletin Board will limit the liquidity and price of our securities more
than if our securities were quoted or listed on a national exchange.
Our common stock is subject to the penny stock rules of the SEC, which may make it more difficult
for stockholders to sell the common stock.
The SEC has adopted Rule 15g-9 which establishes the definition of a penny stock, for the
purposes relevant to us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
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that a broker or dealer approve a persons account for transactions in penny stocks; and
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the broker or dealer receives from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
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In order to approve a persons account for transactions in penny stocks, the broker or dealer
must:
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obtain financial information and investment experience objectives of the person; and
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make a reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks.
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The broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock market, which, in
highlight form:
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sets forth the basis on which the broker or dealer made the suitability determination;
and
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that the broker or dealer received a signed, written agreement from the investor prior to
the transaction.
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Disclosure also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements
have to be sent disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The regulations applicable to penny stocks may severely affect the market liquidity for the
common stock and could limit an investors ability to sell the common stock in the secondary
market.
10
As an issuer of penny stock, the protection provided by the federal securities laws relating to
forward looking statements does not apply to us.
Although federal securities laws provide a safe harbor for forward-looking statements made by
a public company that files reports under the federal securities laws, this safe harbor is not
available to issuers of penny stocks. As a result, we do not have the benefit of this safe harbor
protection in the event of any legal action based upon a claim that the material provided by us
contained a material misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not misleading. Such an action
could hurt our financial condition.
The market price of our common stock is likely to be highly volatile and subject to wide
fluctuations.
Dramatic fluctuations in the price of our common stock may make it difficult to sell our
common stock. The market price of our common stock is likely to be highly volatile and could be
subject to wide fluctuations in response to a number of factors, some of which are beyond our
control. Such factors include:
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dilution caused by our issuance of additional shares of common stock and other forms of
equity securities, in connection with future capital financings to fund our operations and
growth, to attract and retain valuable personnel and in connection with future strategic
partnerships with other companies;
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variations in our quarterly operating results;
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announcements that our revenue or income are below or that costs or losses are greater
than analysts expectations;
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the general economic slowdown;
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sales of large blocks of our common stock by stockholders;
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announcements by us or our competitors of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments; and
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fluctuations in stock market prices and volumes;
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These and other factors, and the impact of these risks, singly or in the aggregate, may result
in material adverse changes to the market price of our common stock and/or our results of
operations and financial condition.
We are subject to Sarbanes-Oxley and the reporting requirements of federal securities laws, which
can be expensive
.
As a public reporting company, we are subject to Sarbanes-Oxley and, accordingly, are subject
to the information and reporting requirements of the Securities Exchange Act of 1934 and other
federal securities laws. The costs of compliance with Sarbanes-Oxley, of preparing and filing
annual and quarterly reports, proxy statements and other information with the SEC, furnishing
audited reports to our Stockholders, and other legal, audit and internal resource costs attendant
with being a public reporting company will cause our expenses to be higher than if we were
privately held.
Our internal control over financial reporting may have weaknesses or inadequacies that may be
material.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our
internal control over financial reporting and our auditor to attest to such evaluation on an annual
basis. Ongoing compliance with these requirements is expected to be expensive and time-consuming
and may negatively impact our results of operations. We cannot make any assurances that material
weaknesses in our internal control over financial reporting will not be identified in the future.
If any material weaknesses are identified in the future, we may be required to make material
changes in our internal control over financial reporting, which could negatively impact our results
of operations. In addition, upon such occurrence, our management may not be able to conclude that
our internal control over financial reporting is effective or our independent registered public
accounting firm may not be able to attest that our internal control over financial reporting was
effective. If we cannot conclude that our internal control over financial reporting is effective or
if our independent registered public accounting firm is not able to attest that our internal
control over financial reporting is effective, we may be subject to regulatory scrutiny, and a loss
of public confidence in our internal control over financial reporting, which may cause the value of
our common stock to decrease.
11
Impact of corporate governance laws
.
Changing laws, regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating
uncertainty for public companies. We are required to invest significant management time and
financial resources to comply with both existing and evolving standards for public companies, which
will lead to increased general and administrative expenses and a diversion of management time and
attention from revenue generating activities to compliance activities.
ITEM 2. FINANCIAL INFORMATION
CRITICAL ACCOUNTING ESTIMATES
Our managements discussion and analysis of our financial condition and results of operations
are based on our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of financial
statements may require us to make estimates and assumptions that may affect the reported amounts of
assets and liabilities and the related disclosures at the date of the financial statements. We do
not currently have any estimates or assumptions where the nature of the estimates or assumptions is
material due to the levels of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change or the impact of the estimates and
assumptions on financial condition or operating performance is material, except as described below.
Fair Value of Financial Instruments
For certain of the our financial instruments, including cash and cash equivalents, accounts
receivable, accounts payable, and amounts due to related parties, the carrying amounts approximate
fair value due to their short maturities.
Revenue Recognition
Contingency payment income is recognized quarterly from a percentage of Digi-Datas vaulting
service revenue, and is included in discontinued operations. Our revenues from continuing
operations consist of revenues primarily from sales of products and services rendered to real
estate brokers. Revenues are recognized upon delivery of the products or services.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include checking and money
market accounts and any highly liquid debt instruments purchased with a maturity of three months or
less.
Accounts Receivable
We analyze the collectability of accounts receivable each accounting period and adjust our
allowance for doubtful accounts accordingly. A considerable amount of judgment is required in
assessing the realization of accounts receivables, including the current creditworthiness of each
customer, current and historical collection history and the related aging of past due balances. We
evaluate specific accounts when we become aware of information indicating that a customer may not
be able to meet its financial obligations due to deterioration of its financial condition, lower
credit ratings, bankruptcy or other factors affecting the ability to render payment.
As of December 31, 2009, we had charged $65,000 of bad debts to operations for uncollectible
accounts.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation for both financial reporting and
income tax purposes is computed using combinations of the straight line and accelerated methods
over the estimated lives of the respective assets. During the year ended December 31, 2008, we
purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years.
Maintenance and repairs are charged to expense when incurred. When property and equipment are
retired or otherwise disposed of, the related cost and accumulated depreciation are removed from
the respective accounts and any gain or loss is credited or charged to income.
Depreciation expense of $596 and $373 was charged to operations for the years ended December
31, 2009 and 2008, respectively.
12
Goodwill
Goodwill represents the fair market value of the common shares issued and common stock options
granted by the Company for the acquisition of Jekyll by the Companys subsidiary, Gotham. In
accordance with ASC Topic No. 350 Intangibles Goodwill and Other, the goodwill is not being
amortized, but instead will be subject to an annual assessment of impairment by applying a
fair-value based test, and will be reviewed more frequently if current events and circumstances
indicate a possible impairment. An impairment loss is charged to expense in the period identified.
If indicators of impairment are present and future cash flows are not expected to be sufficient to
recover the assets carrying amount, an impairment loss is charged to expense in the period
identified. A lack of projected future operating results from Gothams operations may cause
impairment. As Gothams marketing plan and expected core business is expected to commence later in
2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment
was recorded during the year ended December 31, 2009.
Stock-Based Compensation
As of December 31, 2009, we had a stock-based employee compensation plan which we account for
applying SFAS No. 123(R) (SFAS 123(R)), Share-Based Payment. Under SFAS 123(R), we are required
to select a valuation technique or option-pricing
model that meets the criteria as stated in the standard, which includes a binomial model and
the Black-Scholes model. At the present time, we apply the Black-Scholes model. SFAS 123(R) also
requires us to estimate forfeitures in calculating the expense relating to stock-based compensation
as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they
occur.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the consolidated financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the consolidated statement of income in the
period that includes the enactment date.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
iGambit is a company focused on the technology markets. Our sole operating subsidiary, Gotham
Innovation Lab, Inc., is in the business of providing media technology services to the real estate
industry. During the year ended December 31, 2009 and during the three months ended March 31, 2010
Gotham produced approximately $166,661 and $164,932 of revenue, respectively. We are focused on
expanding the operations of Gotham by marketing the company to existing and potential new clients.
Currently Gotham has several proposals outstanding to franchisees of one of its main customers, as
well as other potential new clients. In addition to Gothams operations, we receive Quarterly
Revenue Share Payments and Annual Increase Payments from Digi-Data Corporation, which are payable
pursuant to the terms of an agreement under which we sold certain assets to DDC in 2006. Payments
received from DDC under the agreement totaled $1,446,014 in the year ended December 31, 2009, and
$887,236 in the three months ended March 31, 2010. We earned an additional $362,202 under our
arrangement with DDC during the three months ended March 31, 2010, which we anticipate will be paid
in June 2010. We expect that the payments from DDC, which we will receive through February 2011,
will continue to grow based upon the expansion of DDCs business. We are also focused on acquiring
or partnering with additional technology companies.
13
Three Months Ended March 31, 2010 as Compared to Three Months Ended March 31, 2009
Assets.
At March 31, 2010, we had $2,122,408 in total assets, compared to $1,994,608 at
December 31, 2009.
Liabilities.
At March 31, 2010, our total liabilities were $178,605 compared to $206,991 at
December 31, 2009. Liabilities consist of accounts payable, a note payable to a related party, and
a loan payable to stockholders. We do not have any long term liabilities.
Stockholders Equity (Deficit).
Our stockholders equity (deficit) increased to $1,943,803 at
March 31, 2010 from $1,787,617 at December 31, 2009. This increase was primarily due to the receipt
of contingency payments from Digi-Data Corp. and a decrease in increase in accumulated deficit from
$(758,724) at December 31, 2009, to $(602,538) at March 31, 2010.
Revenues and Net Income
.
We had $167,342 of revenue during the three months ended March 31,
2010, as compared to no revenue during the three months ended March 31, 2009. In addition, we had
income from discontinued operations of $344,993 for the three months ended March 31, 2010, compared
to $353,115 for the three months ended March 31, 2009, and net income of $156,186 for the three
months ended March 31, 2010, compared to $309,270 for the three months ended March 31, 2009. Our
increase in revenue was offset entirely by a $386,941 increase in General and administrative
expenses. We continue to receive 10% of Digi-Datas gross Vault sales and 5% of the year to year
increase. This agreement ends on February 28, 2011.
General and Administrative Expenses
.
General and Administrative Expenses increased to
$429,567 for the three months ended March 31, 2010 from $42,626 for the three months ended March
31, 2009. For the three months ended March 31, 2010 our General and Administrative Expenses
consisted of corporate administrative expenses of $148,367, legal and accounting fees of $7,375 and
payroll expenses of $273,825. The increases from the three months ended March 31, 2009 to the
three months ended March 31, 2010 relate primarily to: (i) salaries for officers hired by the
Company at the end of the 1
st
quarter of 2009; (ii) professional costs associated with
the preparation and filing of a registration statement with the SEC; and (iii) costs associated
with the operation of our Gotham
subsidiary. Costs associated with our officers salaries and the operation of our Gotham
subsidiary should remain level going forward, subject to a material expansion in the business
operations of Gotham which would likely increase our corporate administrative expenses. Further,
whereas the additional professional fees associated with the acquisition of Jekyll Island Ventures,
Inc. will not carry over into future periods unless we engage in other acquisitions, we do
anticipate an increase in legal and accounting fees in 2010 once we become a reporting company
under the Securities Exchange Act of 1934.
Year Ended December 31, 2009 as Compared to Year Ended December 31, 2008
Assets.
At December 31, 2009, we had $1,655,228 in current assets and $1,994,608 in total
assets, compared to $985,927 in current assets and $1,450,176 in total assets as of December 31,
2008.
Liabilities.
At December 31, 2009, we had total liabilities of $206,991 compared to $496,292
at December 31, 2008. Our total liabilities at December 31, 2009 consisted primarily of accounts
payable in the amount of $204,487, whereas our total liabilities as of December 31, 2008 consisted
primarily of liabilities from discontinued operations in the amount of $491,538.
Stockholders Equity (Deficit).
Our Stockholders Equity (Deficit) increased to $1,787,617 at
December 31, 2009 from $953,884 at December 31, 2008. This increase was primarily due to the
receipt of contingency payments from Digi-Data Corp. and a decrease in accumulated deficit from
$(1,204,483) at December 31, 2008, to $(758,724) at December 31, 2009.
Revenue and Net Incomes
.
We had revenue of $173,011 for the year ended December 31, 2009,
versus no revenue for the year ended December 31, 2008. In addition, we had income from
discontinued operations (net of taxes) of $923,739 for the year ended December 31, 2009, compared
to $553,363 for the year ended December 31, 2008. Our net income was $445,759 for the year ended
December 31, 2009, compared to $403,393 for the year ended December 31, 2008. These increases were
due to primarily to the success of the agreement with Digi-Data Corporation. We continue to receive
10% of Digi-Datas gross Vault sales and 5% of the year to year increase. This agreement ends on
February 28, 2011.
14
General and Administrative Expenses
.
General and Administrative Expenses increased to $861,512
for the year ended December 31, 2009 from $196,589 for the year ended December 31, 2008. For the
year ended December 31, 2009 our General and Administrative Expenses consisted of corporate
administrative expenses of $167,517, legal and accounting fees of $168,095 and, consulting fees of
$114,000, and payroll expenses of $168,377. For the year ended December 31, 2008 our General and
Administrative Expenses consisted of corporate administrative expenses of $26,808, legal and
accounting fees of $23,500, and consulting fees of $146,281. The increases from the year ended
December 31, 2008 to the year ended December 31, 2009 relate primarily to: (i) salaries for
officers hired by the Company in 2009; (ii) professional costs associated with the acquisition of
certain assets of Jekyll Island Ventures, Inc., and the preparation and filing of a registration
statement with the SEC; and (iii) costs associated with the operation of our Gotham subsidiary.
Costs associated with our officers salaries and the operation of our Gotham subsidiary should
remain level going forward, subject to a material expansion in the business operations of Gotham
which would likely increase our corporate administrative expenses. Further, whereas the additional
professional fees associated with the acquisition of Jekyll Island Ventures, Inc. will not carry
over into future periods unless we engage in other acquisitions, we do anticipate an increase in
legal and accounting fees in 2010 once we become a reporting company under the Securities Exchange
Act of 1934.
LIQUIDITY AND CAPITAL RESOURCES
As reflected in the accompanying consolidated financial statements, at March 31, 2010, we had
$789,282 cash and stockholders equity of $1,943,803. At March 31, 2010 we had $2,122,408 in total
assets, compared to $1,994,608 at December 31, 2009. We currently have two sources of revenue.
First, we receive revenue from the operation of our Gotham subsidiary, which operates the business
we acquired from Jekyll Island Ventures, Inc. in 2009. We anticipate that Gothams business and
revenues will continue to grow throughout 2010. Gotham is not currently cash flow positive.
Gotham generated revenues of $166,661 and a net loss of $(124,954) in 2009 and revenues of $164,932
and a net loss of $(98,655) for the three months ended March 31, 2010. In addition to revenues from
Gotham, we receive Quarterly Revenue Share Payments and Annual Increase Payments from Digi-Data
Corporation, which are payable pursuant to the terms of an agreement under which we sold certain
assets to DDC in 2006. Payments received from DDC under the agreement totaled $1,446,014 in the
year ended December 31, 2009, and $887,236 in the three months ended March 31, 2010. We earned an
additional $362,202 under our arrangement with DDC during the three months ended March 31, 2010,
which we anticipate will be paid in June 2010. We expect that the payments from DDC, which we will
receive through February 2011, will continue to grow based upon the expansion of DDCs business.
Our primary capital requirements in 2010 are likely to arise from the expansion of our Gotham
operations, and, in the event we effectuate an acquisition, from: (i) the amount of the purchase
price payable in cash at closing, if any; (ii) professional fees associated with the negotiation,
structuring, and closing of the transaction; and (iii) post closing costs. It is not possible to
quantify those costs at this point in time, in that they depend on Gothams business opportunities,
the state of the overall economy, the relative size of any target company we identify and the
complexity of the related acquisition transaction(s). We anticipate raising capital in the private
markets to cover any such costs, though there can be no guaranty we will be able to do so on terms
we deem to be acceptable. We do not have any plans at this point in time to obtain a line of
credit or other loan facility from a commercial bank.
While we believe in the viability of our strategy to improve Gothams sales volume and to
acquire companies, and in our ability to raise additional funds, there can be no assurances that we
will be able to fully effectuate our business plan.
We believe we will continue to increase our cash position and liquidity for the foreseeable
future. We believe we have enough capital to fund our present operations during the next 12 months.
OFF BALANCE SHEET ARRANGEMENTS
We have no off balance-sheet arrangements.
ITEM 3. PROPERTIES
Our principal executive office is located in Hauppauge, New York, in an executive center,
where we lease approximately 300 square feet of office space. Monthly lease payments are
approximately $2,600 and the lease term expires June 30, 2010.
Our Gotham operations are located in New York, New York, where we lease approximately 3,000
square feet of office space. Monthly lease payments are approximately $5,000 and the lease term
expires October 31, 2010.
Our leased properties are suitable for their respective uses and are, in general, adequate for
our present needs. Our properties are subject to various federal, state, and local statutes and
ordinances regulating their operations. Management does not believe that compliance with such
statutes and ordinances will materially affect our business, financial condition, or results of
operations.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to us, as of May 15, 2010, relating to the
beneficial ownership of shares of common stock by: (i) each person who is known by us to be the
beneficial owner of more than 5% of the Companys outstanding common stock; (ii) each director;
(iii) each executive officer; and (iv) all executive officers and directors as a group. Under
securities laws, a person is considered to be the beneficial owner of securities owned by him (or
certain persons whose ownership is attributed to him) or securities that can be acquired by him
within 60 days, including upon the exercise of options, warrants or convertible securities. The
Company determines a beneficial owners percentage ownership by assuming that options, warrants and
convertible securities that are held by the beneficial owner and which are exercisable within 60
days, have been exercised or converted. The Company believes that all persons named in the table
have sole voting and investment power with respect to all shares of common stock shown as being
owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set
forth below is care of iGambit, Inc., 1600 Calebs Path Extension, Suite 114, Hauppauge, New York,
11788. The percentages in the following table are based upon 23,954,056 shares outstanding as of
May 15, 2010.
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Amount and Nature
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of Beneficial
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Name of Beneficial Owner
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Ownership
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Percent of Class
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John Salerno, Chief Executive Officer, President, Chairman of the Board, and Director
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5,616,900
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(1)
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23.3
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%
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Elisa Luqman, Chief Financial Officer, Executive Vice President, General Counsel and
Director
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5,715,000
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(2)
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23.9
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%
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James J. Charles, Director
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441,000
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1.8
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%
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George G. Dempster, Director
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392,000
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1.6
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%
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John Waters, Director
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-0-
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*
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Mehul Mehta
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2,450,000
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10.2
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%
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Executive Officers and Directors as a Group (5):
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12,164,900
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50.5
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%
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*
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Less than 1.0%
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1.
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Includes: options to purchase 46,900 shares of common stock at $0.01 per share held by John
L. Salerno, Mr. Salernos son; and options to purchase 100,000 shares of common stock at $0.01
per share held by Dean T. Salerno, Mr. Salernos son.
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2.
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Includes 245,000 shares of common stock held by Muhammad Luqman, Ms. Luqmans husband.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
DIRECTORS AND EXECUTIVE OFFICERS
Our board of directors manages our business and affairs. Under our Articles of Incorporation
and Bylaws, the Board will consist of not less than one nor more than seven directors. Currently,
our Board consists of five directors.
The names, ages, positions and dates appointed of our current directors and executive officers
are set forth below.
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Name
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Age
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Position
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Appointed
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John Salerno
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71
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Chief Executive Officer, President,
Chairman of the Board, and Director
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March 2009
(appointed Chairman
and Director in
April 2000)
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Elisa Luqman
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45
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Chief Financial Officer, Executive
Vice President, General Counsel, and
Director
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March 2009
(appointed Director
in August 2009)
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James J. Charles
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67
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Director
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March 2006
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George G. Dempster
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70
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Director
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January 2001
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John Waters
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64
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Director
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August 2009
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John Salerno, Chief Executive Officer, President, Chairman of the Board, and Director.
Mr.
Salerno is a seasoned hands-on executive with over 40 years of experience with public and private
computer software and service companies. Mr. Salerno built a multi-million dollar business from a
start up, servicing the real estate industry. The business was sold in 1984 and Mr. Salerno
provided consulting services to a wide range of clients through 1995. In 1996, along with his
daughter and a small group of private accredited investors, he co-founded the Company. Mr. Salerno
was President and CEO of the Company from April 1, 2000 until February 28, 2006. After signing
contracts with Verizon and Cablevision, the Company sold its assets in 2006 to Digi-Data
Corporation. From March 1, 2006 thru February 2009 Mr. Salerno served as President of the Vault
Services Division of Digi-Data Corporation. Upon the expiration of his 3 year contract the Vault
Services Division was at a revenue run rate of $12 million annually. As of March 1, 2009, Mr.
Salerno returned to his full time management roll at the Company. Mr. Salerno is an ex US Marine
Corps, Crypto/ Communications Officer and has a BS in Mathematics from Fordham University. Mr.
Salerno is Elisa Luqmans father.
Elisa Luqman, Chief Financial Officer, Executive Vice President, General Counsel, and
Director.
Ms. Luqman is a computer literate attorney with over 18 years experience with
intellectual property and computer software. Prior to co-founding the Company, Ms. Luqman was
president of University Software Corp., a software development company focused on a wide range of
student educational and intellectual applications. Ms. Luqman was Chief Operating Officer of the
Company, from April 1, 2000 until February 28, 2006. From March 1, 2006 through February 28, 2009
Ms. Luqman was employed as Chief Operating Officer of the Vault Services Division of Digi-Data
Corporation, the company that acquired the Companys assets in 2006, and subsequently during her
tenure with Digi-Data Corporation she became the in-house general counsel for the entire
corporation. In that capacity she was responsible for acquisitions, mergers, patents, and employee
contracts, and worked very closely with Digi-Datas outside counsel firms, DLA-Piper, the Law
Offices of Sandra T. Carr and the patent firm of Jordan and Hamburg. As of March 1, 2009, Ms.
Luqman rejoined the Company in her current capacities. Ms Luqman received a BA degree in
Marketing, a JD in Law, and a MBA Degree in Finance from Hofstra University. Ms. Luqman is a member
of the bar in New York and New Jersey. Ms. Luqman is John Salernos daughter.
James J. Charles, Director.
Mr. Charles is a high profile financial executive with a broad
base of experience with firms ranging in size from $24MM to $180MM in annual revenue. He worked
closely with management and Boards of Directors on matters ranging from mergers and acquisitions to
stock restructurings and spin-offs. Mr. Charles has been a self employed Certified Public
Accountant from 1999 to present. From 1994 to 1999 Mr. Charles was the chief financial officer of
Interpharm Holdings, Inc. From 1966 to 1994 Mr. Charles was a Senior Managing Partner with Ernst &
Young. Mr. Charles education includes studies and
management programs at Harvard University and Williams College. Mr. Charles received his BBA
in Accounting at Manhattan College.
George G. Dempster, Director.
Mr. Dempster was Commissioner of Commerce for the State of New
York from 1979 to 1983. He served as the Chairman of the Finance Committee for Hofstra University
for 25 years from 1976 through 2001, and is currently Chairman Emeritus of the Board of Trustees.
Mr. Dempster is currently Chairman and was the prior CEO (1983-2002) of Tran-Leisure Corp, a
diversified holding company with interests ranging from helicopter services to manufacturing. From
1969 to 1973 Mr. Dempster served as the CEO of Cybernetics, a major computer software developer.
Mr. Dempster served as a marketing manager for IBM from 1961 to 1968. Mr. Dempster has a BA in
business administration from Hofstra University.
John Waters, Director
. Mr. Waters was a Senior Partner at Arthur Andersen from 1967 to 2001,
with exceptional leadership skills in mergers and acquisitions (particularly reverse mergers) and
1933 Act fillings with the Securities and Exchange Commission. Mr. Waters was involved in raising
over $60 million for a special purpose acquisition company (SPAC) and was that companys Chief
Financial Officer from February 2006 to April 2008. Mr. Waters serves on the audit committee and on
the board of Authentidate Holding Corp. (ADAT) since July 2004. He was previously the Chief
Administrative Officer of that company from July 2004 to December 31, 2005. He also serves on the
board of two privately held companies. My Waters is a Certified Public Accountant and has a BBA
degree from Iona College.
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ITEM 6. COMPENSATION
Summary Compensation Table
Effective September 1, 2009 Mr. Salerno and Ms. Luqman became full time employees of the
Company with annual salaries of $225,000 and $200,000 respectively. Prior to September 1, 2009 Mr.
Salerno and Ms. Luqman were employees of Digi-Data Corp.
During 2006 and 2007, Mr. Salerno exercised options to acquire 1,800,000 common shares of the
Company and during 2007 Ms. Luqman exercised options to acquire 1,500,000 common shares of the
Company.
Prior to December 31, 2006, the Company was indebted to officers, John Salerno and Elisa
Luqman for unpaid compensation accrued totaling $350,000. John Salerno received advances against
the deferred compensation in the amounts of $74,281.25 and $44,000 as of December 31, 2007, and
December 31, 2008, respectively. Elisa Luqman received advances against the deferred compensation
in the amounts of $5,000 and $75,000 as of December 31, 2007, and December 31, 2008, respectively.
The advances against deferred compensation totaling $79,281 and $198,281 as of December 31, 2007,
and December 31, 2008, respectively were in the form of a note payable to the Company and were
collateralized with the officers common shares issued and outstanding of 5,470,000 shares each.
During the nine months ended September 30, 2009, the Company paid the total amount of unpaid
compensation accrued to the officers, who subsequently repaid the advances received.
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Current
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Non-Equity
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Officers
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Incentive
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Nonqualified
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Name &
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Option
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Plan
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Deferred
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All Other
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Principal
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Salary
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Bonus
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Stock
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Awards
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Compensation
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Compensation
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Compensation
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Total
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Position
|
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Year
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($)
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($)
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($)(1)
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($)
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($)
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Earnings ($)
|
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($)
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($)
|
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John Salerno
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2009
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77,885
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(1)
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0
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0
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0
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|
|
0
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|
|
0
|
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8,739
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(2)
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86,624
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CEO, President,
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2008
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0
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0
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0
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|
0
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0
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0
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|
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0
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0
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|
Chairman & Director
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Elisa Luqman
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2009
|
|
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69,231
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(3)
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0
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0
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|
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0
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|
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0
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|
|
0
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0
|
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69,231
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CFO, EVP, General
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2008
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0
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0
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0
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|
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0
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0
|
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|
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0
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0
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0
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|
Counsel, & Director
|
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(1)
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Does not include $200,000 in deferred compensation that was earned prior to
December 31, 2006, and paid during 2009.
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(2)
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Includes $5,766 in health insurance premiums and $4,069 in life insurance
premiums.
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(3)
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Does not include $150,000 in deferred compensation that was earned prior to
December 31, 2006, and paid during 2009.
|
Employment Arrangements with Named Executive Officers
The Company does not currently have any employment agreements with it executive officers.
Compensation of the Board of Directors
Members of our Board currently receive $1,000 per quarter for their service to the Company.
Director George Dempster was engaged as an Independent Consultant to Digi-Data Corporation
from the period June 1, 2006 through April 30, 2009. The Company agreed to share equally in the
fees paid to Mr. George Dempster. From the period of February 2006 through February 2009 George
Dempster was paid $179,448 directly from Digi-Data. The $89,724 representing the Companys 50%
share of that expense was deducted by Digi-Data from amounts Digi-Data owed to the Company.
18
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
RELATED PARTY TRANSACTIONS
Pursuant to the terms of the agreements governing the sale of our assets to DDC in 2006, we
will continue to receive Revenue Share Payments from DDC until 2011. In connection with said asset
sale, Mr. Salerno and Ms. Luqman entered into employment agreements with DDC and worked for DDC
until those agreements terminated in February 2009. Notwithstanding the termination of said
employment agreements, Mr. Salerno is entitled, pursuant to the terms thereof, to receive a share
of the net proceeds of any sale or other disposition of all or substantially all of the stock or
assets of DDC that occurs on or before February 2011.
Director George Dempster was engaged as an Independent Consultant to Digi-Data Corporation
from the period June 1, 2006 through April 30, 2009. The Company agreed to share equally in the
fees paid to Mr. George Dempster. From the period of February 2006 through February 2009 George
Dempster was paid $179,448 directly from Digi-Data. The $89,724 representing the Companys 50%
share of that expense was deducted by Digi-Data from amounts Digi-Data owed to the Company.
Prior to December 31, 2006, the Company was indebted to officers, John Salerno and Elisa
Luqman for unpaid compensation accrued totaling $350,000. John Salerno received advances against
the deferred compensation in the amounts of $74,281.25 and $44,000 as of December 31, 2007, and
December 31, 2008, respectively. Elisa Luqman received advances against the deferred compensation
in the amounts of $5,000 and $75,000 as of December 31, 2007, and December 31, 2008, respectively.
The advances against deferred compensation totaling $79,281 and $198,281 as of December 31, 2007,
and December 31, 2008, respectively, were in the form of a note payable to the Company and were
collateralized with the officers common shares issued and outstanding of 5,470,000 shares each.
During the nine months ended September 30, 2009, the Company paid the total amount of unpaid
compensation to the officers, who subsequently repaid the advances received.
BOARD INDEPENDENCE AND COMMITTEES
Independence Standard
The Company has elected to use the independence standards of the NYSE AMEX Equities Exchange
in its determination of whether the members of its Board are independent. Based on the foregoing,
the Company has concluded that Mr. Charles, Mr. Waters, and Mr. Dempster are independent. The Board
has established an Audit Committee and a Compensation Committee. The Board does not currently have
a Nominating Committee. The work typically conducted by a Nominating Committee is conducted by the
full Board.
Audit Committee
The Audit Committee presently consists of Messrs. Charles, Waters, and Dempster, with Mr.
Charles serving as chairman. Our Board has determined that Mr. Charles qualifies as an audit
committee financial expert as defined under the federal securities laws. The Audit Committee is
responsible for monitoring and reviewing our financial statements and internal controls over
financial reporting. In addition, they recommend the selection of the independent auditors and
consult with management and our independent auditors prior to the presentation of financial
statements to stockholders and the filing of our forms 10-Q and 10-K. The Company has not adopted a
charter. When a charter is adopted, it will be posted on our web site. The Audit Committee was
established in August 2009, and thus had no meeting in 2008.
Compensation Committee
The Compensation Committee presently consists of Messrs. Charles, Waters, and Dempster, with
Mr. Waters serving as chairman. The Compensation Committee is responsible for reviewing and
recommending to the Board the compensation and over-all benefits of our executive officers,
including administering the Companys 2006 Long Term Incentive Plan. The Compensation Committee
may, but is not required to, consult with outside compensation consultants. The Compensation
Committee has not adopted a charter. When a charter is adopted, it will be posted on our web site.
The Compensation Committee was established in August 2009, and thus had no meetings in 2008.
Board Attendance at Annual Meetings
The Company encourages all members of the board to attend the annual meeting of shareholders
in person or by telephone. All of the directors attended the last annual meeting of shareholders.
19
Selection of Board Nominees
The Companys full Board determines the individuals that will be nominated for election as
directors. While no single factor is determinative, in order to have a Board with skills and
attributes needed to function effectively, the following factors are considered:
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if not a Company employee, the ability to be an independent director;
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educational background, work experience and business knowledge generally;
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willingness and ability to dedicate the time and resources necessary for the diligent
performance of the duties of a director of the Company;
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professional experience that is relevant to the Companys business;
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character and ethics;
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reputation in the business community;
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previous service on boards, including public companies;
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actual or potential conflicts of interest;
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whether the person has any history of criminal convictions or violations of governmental
rules and regulations; and
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other criteria that are relevant to determining whether the person will function
effectively as a director.
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In determining whether to elect a director or to nominate any person for election by the
stockholders, the Board assesses the appropriate size of the Board, consistent with its Bylaws, and
whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are
anticipated, or otherwise arise, the Board will consider various potential candidates to fill each
vacancy. Candidates may come to the attention of the Board through a variety of sources, including from
current members of the Board, stockholders, or other persons.
The Board has not yet had the occasion to, but will, consider properly submitted proposed
nominations by stockholders who are not directors, officers, or employees of the Company on the
same basis as candidates proposed by any other person. A stockholder may nominate a person for
election as a director at an annual meeting of the stockholders only if written notice of such
stockholders intent to make such nomination has been given the Companys General Counsel as
described in the applicable proxy statement for the previous years annual meeting of stockholders.
Each written notice must set forth: (a) as to each person whom the stockholder proposes to nominate
for election as a director, (i) all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election contest, or that is
otherwise required, in each case pursuant to and in accordance with Regulation 14A under the
Securities Exchange Act of 1934, as amended, and (ii) such persons written consent to being named
in the proxy statement as a nominee and to serve as a director if elected; and (b) as to the
stockholder making such nomination, (i) the name and address of such stockholder, as they appear on
the Companys books, (ii) the class and number of shares of stock of the Company which are owned by
such stockholder, (iii) a representation that the stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such nomination, and (iv) a representation whether the stockholder intends or is a part
of a group which intends (y) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the Companys outstanding capital stock required to elect the nominee
and/or (z) otherwise to solicit proxies from stockholders in support of such nomination. The Board
will evaluate the suitability of potential candidates nominated by stockholders in the same manner
as other candidates identified to the Board.
Stockholder Communications with the Board
Stockholders wishing to communicate with the Companys Board as a whole or with certain
directors, including committee chairpersons or the Chairman of the Board, individually, may do so
by writing the General Counsel at the Companys headquarters at 1600 Calebs Path Extension, Suite
114, Hauppauge, New York, 11788. Each stockholder communication should include an indication of the
submitting stockholders status as a stockholder of the Company and eligibility to submit such
communication. Each such communication will be received for handling by the General Counsel, who
will maintain originals of each communication received and provide copies to (i) the Chairman and
(ii) any other appropriate committee(s) or director(s) based on the expressed desire of the
communicating stockholder and content of the subject communication. The General Counsel will also
coordinate with the Chairman to facilitate a response, if it is believed that a response is
appropriate or necessary, to each communication received. The Board, or a designated committee of
the Board, will review all stockholder communications received on a periodic basis. The Board
reserves the right to revise this policy in the event that this process is abused, becomes
unworkable or otherwise does not efficiently serve the purpose of the policy.
20
ITEM 8. LEGAL PROCEEDINGS.
None.
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ITEM 9.
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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|
MARKET INFORMATION
To date there has not been an established public trading market in the Companys common stock.
The Companys securities are not listed on any exchange or over the counter market. The Company
does not have a ticker symbol.
HOLDERS
As of May 15, 2010, there are 23,954,056 shares of our common stock outstanding, held of
record by 149 persons. We have 2,335,000 common stock warrants outstanding, and 1,796,900 common
stock options outstanding. No shares are being publicly offered by us pursuant to this Registration
Statement on Form 10.
As of May 15, 2010, approximately 21,737,018 shares of our common stock are eligible to be
sold under Rule 144.
DIVIDENDS
We have never declared or paid any dividends on our common stock. Any determination to pay
dividends in the future will be at the discretion of our Board of Directors and will be dependent
upon our results of operations, financial condition, capital requirements, contractual restrictions
and other factors deemed relevant by the Board of Directors. The Board of Directors is not expected
to declare dividends or make any other distributions in the foreseeable future, but instead intends
to retain earnings, if any, for use in business operations.
EQUITY COMPENSATION PLAN INFORMATION
We currently have one equity compensation plan outstanding which is our 2006 Long Term
Incentive Plan. The Plan was adopted by our directors and approved by our stockholders on March 26,
2006. The Plan permits the award of incentive stock options, non-qualified stock options, stock
appreciation rights, and stock grants. We have reserved 10 million shares for issuance under the
Plan, plus an annual increase equal to 10% of the number of outstanding shares of our common stock
on the first day of each year, but in no event more than 15 million shares of common stock in the
aggregate. As of December 31, 2009, there were 4,798,708 shares available for issuance under the
Plan.
In addition to our 2006 Long Term Incentive Plan, we have issued and outstanding compensatory
warrants to five consultants entitling the holders to purchase a total of 2,310,000 shares of our
common stock at an average exercise price of $0.75 per share. Warrants to purchase 60,000 shares
of common stock vested upon issuance, have an exercise price of $0.01 per share, and expire
December 31, 2010. Warrants to purchase 2,000,000 shares of common stock vest in four equal
installments on the date of issuance (May 26, 2009) and on each of the following three
anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15
per share, and expire on May 26, 2019. Warrants to purchase 250,000 shares of common stock vest
100,000 shares on issuance (June 1, 2009), and 50,000 shares on each of the following three
anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15
per share, and expire on June 1, 2019. The issuance of the compensatory warrants was not submitted
to our shareholders for their approval.
21
The following table describes our equity compensation plans as of December 31, 2009:
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|
|
|
|
|
|
|
Number of Securities
|
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|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
|
|
|
|
|
|
|
|
for Future Issuance
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
under Equity
|
|
|
|
to be Issued Upon
|
|
|
Weighted Average
|
|
|
Compensation Plans
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
(excluding securities
|
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|
|
Outstanding Options,
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|
|
Outstanding Options,
|
|
|
referenced in
|
|
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
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column (a))
|
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Plan Category
|
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(a)
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(b)
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(c)
|
|
Equity compensation plans approved by our stockholders (1)
|
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1,796,900
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$
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0.01
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4,798,708
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Equity compensation plans not approved by our stockholders
|
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2,310,000
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$
|
0.75
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0
|
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(1)
|
|
Equity compensation plans approved by our stockholders consist of our 2006 Long Term
Incentive Plan.
|
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
In the past three years, we have sold the following securities in transactions not registered
under the Securities Act of 1933, as amended (the Securities Act):
In February 2008, we issued a total of 135,000 shares of our common stock to 4 individuals
upon their exercise of common stock purchase warrants. The foregoing securities were issued in
reliance on Section 4(2) of the Securities Act, and were restricted when issued.
In February 2008, we issued a warrant to purchase 60,000 shares of our common stock to Barry
Sharf, at an exercise price of $0.01 per share. Mr. Sharf exercised the warrant with respect to
all 60,000 shares, immediately upon issuance. The foregoing securities
were issued in reliance on Section 4(2) of the Securities Act. The issued securities are
restricted, and the agreements representing the securities contain a standard restrictive legend.
In May 2008, we issued a total of 735,000 shares of our common stock to 6 individuals upon
their exercise of common stock purchase options. The foregoing securities were issued in reliance
on Section 4(2) of the Securities Act, and were restricted when issued.
In October 2008, we issued a total of 52,038 shares of our common stock to 4 individuals upon
their exercise of common stock purchase warrants. The foregoing securities were issued in reliance
on Section 4(2) of the Securities Act, and were restricted when issued.
In August 2009, we issued a total of 735,000 shares of our common stock to 6 individuals upon
their exercise of common stock purchase options. The foregoing securities were issued in reliance
on Section 4(2) of the Securities Act, and were restricted when issued.
On May 26, 2009, we issued warrants to purchase 2,000,000 shares of our common stock to
Newbridge Securities pursuant to the terms of a consulting agreement between the Company and
Newbridge. 500,000 warrants, at an exercise price of $0.50 per share, vested upon issuance; 500,000
warrants, at an exercise price of $0.65 per share, vest on the 1 year anniversary of issuance;
500,000 warrants, at an exercise price of $0.80 per share, vest on the 2 year anniversary of
issuance; and 500,000 warrants, at an exercise price of $1.15 per share, vest on the 3 year
anniversary of issuance. The securities were issued in reliance on Section 4(2) of the Securities
Act. The issued securities are restricted, and the agreements representing the securities contain a
standard restrictive legend.
On June 1, 2009, we issued warrants to purchase 250,000 shares of our common stock to Roetzel
& Andress pursuant to the terms of an engagement letter between the Company and Roetzel. 100,000
warrants, at an exercise price of $0.50 per share, vested upon issuance; 50,000 warrants, at an
exercise price of $0.65 per share, vest on the 1 year anniversary of issuance; 50,000 warrants, at
an exercise price of $0.85 per share, vest on the 2 year anniversary of issuance; and 50,000
warrants, at an exercise price of $1.15 per share, vest on the 3 year anniversary of issuance. The
securities were issued in reliance on Section 4(2) of the Securities Act. The issued securities are
restricted, and the agreements representing the securities contain a standard restrictive legend.
22
On October 1, 2009, we issued 500,000 shares of our common stock and options to purchase
1,500,000 shares of our common stock, at $0.01 per share, to Jekyll in connection with our
acquisition of the assets of Jekyll. The securities were issued in reliance on Section 4(2) of the
Securities Act. The issued securities are restricted, and the certificates representing the shares
contain a standard restrictive legend.
ITEM 11. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED
AUTHORIZED CAPITAL STOCK
Common Stock
Our Articles of Incorporation authorize us to issue up to 75,000,000 shares of common stock,
$0.001 par value per share. As of November 30, 2009, 23,954,056 shares of our common stock were
issued and outstanding. Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Cumulative voting of shares in
elections of directors is not permitted. Holders of common stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds legally available
therefore. In the event of a liquidation, dissolution or winding up of the Company, holders of
common stock are entitled to share ratably in all assets remaining after payment of liabilities and
the liquidation preference of any then outstanding preferred stock, if any. The common stock has no
preemptive or other subscription rights. No redemption or sinking fund provisions apply to the
common stock. All outstanding shares of common stock are duly authorized, validly issued, fully
paid, and nonassessable. The rights, preferences and privileges of holders of common stock are
subject to, and may be adversely affected by, the rights of the holders of shares of any series of
preferred stock which we may designate and issue in the future.
TRANSFER AGENT AND REGISTRAR
Transfer Online, Inc. serves as our transfer agent.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Bylaws provide that we shall indemnify our officers, directors, employees and agents to
the extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses, including attorneys fees, judgments, fines and amounts
paid in settlement, that are incurred in connection with various actions, suits or proceedings,
whether civil, criminal, administrative or investigative other than an action by or in the right of
the corporation, a derivative action. In order to be eligible for indemnification under Section
145, the director, officer, employee or other individual must have acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys fees incurred in
connection with the defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of other indemnification
that may be granted by a corporations certificate of incorporation, bylaws, agreement, a vote of
stockholders or disinterested directors or otherwise.
Our Articles of Incorporation provide that our directors shall not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a director except for
liability: (i) for any breach of the directors duty of loyalty to us or our stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived any improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
23
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 15. Financial Statements and Exhibits of this Registration Statement on Form 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
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F-1
|
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F-2
|
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F-3
|
|
|
F-4
|
|
|
F-5
|
|
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F-6
|
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F-19
|
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F-20
|
|
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F-21
|
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F-22
|
(b) Exhibits
|
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|
|
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
|
Asset Purchase Agreement between the Company and Digi-Data Corporation, dated December 21, 2005 (2)
|
|
2.2
|
|
|
Asset Purchase Agreement and Plan of Reorganization between Jekyll Island Ventures Inc. and Gotham
Innovation Lab Inc., dated September 30, 2009 (2)
|
|
3.1
|
(i)
|
|
Certificate of Incorporation, filed with the Delaware Secretary of State on April 13, 2000 (2)
|
3.1(ii)
|
|
Certificate of Merger, filed with the Delaware Secretary of State on April 18, 2000 (2)
|
3.1(iii)
|
|
Certificate of Amendment Changing Name, filed with the Delaware Secretary of State on December 19, 2000 (2)
|
3.1(iv)
|
|
Certificate of Merger filed with the Delaware Secretary of State on February 17, 2006 (2)
|
|
3.1
|
(v)
|
|
Certificate of Amendment Changing Name filed with the Delaware Secretary of State on April 5, 2006 (2)
|
3.1(vi)
|
|
Certificate of Amendment Increasing Authorized Common Stock to 75 Million Shares, filed with the Delaware
Secretary of State on December 2, 2009 (2)
|
|
3.2
|
|
|
Bylaws (2)
|
|
4.1
|
|
|
Form of Stock Certificate
|
|
4.2
|
|
|
Common Stock Purchase Warrant issued to Newbridge Securities (1)
|
|
4.3
|
|
|
Common Stock Purchase Warrant issued to Roetzel & Andress (1)
|
|
10.1
|
|
|
iGambit, Inc. 2006 Long Term Incentive Plan, Amended 12/31/2006 (2)
|
|
10.2
|
|
|
Newbridge Consulting Agreement
|
|
10.3
|
|
|
Employment Agreement between Digi-Data Corporation and Mr. Salerno
|
|
10.4
|
|
|
Employment Agreement between Digi-Data Corporation and Mrs. Luqman
|
|
10.5
|
|
|
Agreement between the Company and Digi-Data Corporation regarding the payment of consulting fees to Mr.
Dempster
|
|
21
|
|
|
Subsidiaries (2)
|
|
23.1
|
|
|
Consent of Michael F. Albanese, CPA, dated June 9, 2010
|
|
|
|
(1)
|
|
To be filed by amendment.
|
|
(2)
|
|
Incorporated by reference to Form 10 filed on December 31, 2009.
|
24
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant
has duly caused this Amendment No. 1 to registration statement on Form 10 to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
Dated: June 11, 2010
|
iGAMBIT, INC.
|
|
|
By:
|
/s/ John Salerno
|
|
|
|
John Salerno
|
|
|
|
Chief Executive Officer
|
|
|
In accordance with the requirements of the Securities Act of 1933, this registration statement was
signed by the following person in the capacities and date stated.
|
|
|
|
|
|
|
|
/s/ John Salerno
|
|
June 11, 2010
|
|
John Salerno
|
|
|
Chairman of the Board, Chief
Executive Officer,
President, and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
/s/ Elisa Luqman
|
|
June 11, 2010
|
|
Elisa Luqman
|
|
|
Chief Financial Officer, Executive
Vice President,
General Counsel, and Director
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
To the Board of Directors and Shareholders of:
iGambit Inc.
I have audited the accompanying consolidated balance sheets of iGambit Inc. as of
December 31, 2009 and December 31, 2008 and the related statements of income,
changes in stockholders equity, and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Companys management. My responsibility
is to express an opinion on these consolidated financial statements based on my audits.
I conducted my audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that I plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes assessing
the
accounting principles used and significant estimates made by management, as well as
evaluating
the overall consolidated financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of iGambit Inc. as of December 31, 2009 and
December 31, 2008, and the results of its operations and cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States
of America.
The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the Companys internal
control over financial reporting. Accordingly, we express no such opinion.
|
|
|
|
|
|
|
/s/ Michael F. Albanese, CPA
|
|
Parsippany, NJ
|
|
|
|
|
May 6, 2010
F-1
IGAMBIT INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
857,074
|
|
|
$
|
322,439
|
|
Accounts receivable
|
|
|
56,743
|
|
|
|
|
|
Prepaid expenses
|
|
|
8,838
|
|
|
|
|
|
Notes receivable stockholders
|
|
|
17,000
|
|
|
|
17,000
|
|
Assets from discontinued operations
|
|
|
715,573
|
|
|
|
646,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,655,228
|
|
|
|
985,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
895
|
|
|
|
1,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
Notes receivable stockholders
|
|
|
|
|
|
|
198,281
|
|
Goodwill
|
|
|
185,000
|
|
|
|
|
|
Deposits
|
|
|
2,500
|
|
|
|
|
|
Assets from discontinued operations
|
|
|
150,985
|
|
|
|
264,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
338,485
|
|
|
|
462,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,994,608
|
|
|
$
|
1,450,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
204,487
|
|
|
$
|
4,754
|
|
Loans payable stockholders
|
|
|
2,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
206,991
|
|
|
|
4,754
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
Liabilities from discontinued operations
|
|
|
|
|
|
|
491,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
206,991
|
|
|
|
496,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value; authorized -
75000,000 shares in 2009 and 30,000,000 in 2008;
issued and outstanding - 23,954,056 shares in 2009
and 22,719,056 in 2008
|
|
|
23,954
|
|
|
|
22,719
|
|
Additional paid-in capital
|
|
|
2,522,387
|
|
|
|
2,135,648
|
|
Accumulated deficit
|
|
|
(758,724
|
)
|
|
|
(1,204,483
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,787,617
|
|
|
|
953,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,994,608
|
|
|
$
|
1,450,176
|
|
|
|
|
|
|
|
|
F-2
IGAMBIT INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Sales
|
|
$
|
173,011
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
47,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
125,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
861,512
|
|
|
|
196,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(735,959
|
)
|
|
|
(196,589
|
)
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
3,908
|
|
|
|
2,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income tax benefit
|
|
|
(732,051
|
)
|
|
|
(194,035
|
)
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
|
(254,071
|
)
|
|
|
(44,065
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(477,980
|
)
|
|
|
(149,970
|
)
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations (net of taxes of $806,898
and $361,286)
|
|
|
923,739
|
|
|
|
553,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
445,759
|
|
|
$
|
403,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and fully diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(.02
|
)
|
|
$
|
(.01
|
)
|
Discontinued operations, net of tax
|
|
$
|
.04
|
|
|
$
|
.03
|
|
|
|
|
|
|
|
|
Net earnings per common share
|
|
$
|
.02
|
|
|
$
|
.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
23,009,029
|
|
|
|
22,402,104
|
|
|
|
|
|
|
|
|
F-3
IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
YEARS ENDED DECEMBER 31, 2009 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Totals
|
|
|
Balances, December 31, 2007
|
|
|
21,737,018
|
|
|
$
|
21,737
|
|
|
$
|
1,987,749
|
|
|
$
|
(1,607,876
|
)
|
|
$
|
401,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation for vested stock options
|
|
|
|
|
|
|
|
|
|
|
72,900
|
|
|
|
|
|
|
|
72,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in consideration
of cashless exercise of options,
valued at $.01 per share
|
|
|
788,100
|
|
|
|
788
|
|
|
|
7,093
|
|
|
|
|
|
|
|
7,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exercise
of warrants, valued at $.01 per share
|
|
|
60,000
|
|
|
|
60
|
|
|
|
540
|
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exercise
of warrants, valued at $.50 per share
|
|
|
135,000
|
|
|
|
135
|
|
|
|
67,365
|
|
|
|
|
|
|
|
67,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock retired
|
|
|
(1,062
|
)
|
|
|
(1
|
)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
403,393
|
|
|
|
403,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2008
|
|
|
22,719,056
|
|
|
|
22,719
|
|
|
|
2,135,648
|
|
|
|
(1,204,483
|
)
|
|
|
953,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation for vested stock options
|
|
|
|
|
|
|
|
|
|
|
67,500
|
|
|
|
|
|
|
|
67,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation for vested warrants
|
|
|
|
|
|
|
|
|
|
|
54,000
|
|
|
|
|
|
|
|
54,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in consideration
of cashless exercise of options,
valued at $.01 per share
|
|
|
735,000
|
|
|
|
735
|
|
|
|
6,765
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets of acquired business
|
|
|
|
|
|
|
|
|
|
|
73,974
|
|
|
|
|
|
|
|
73,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in business
acquisitions
|
|
|
500,000
|
|
|
|
500
|
|
|
|
49,500
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options granted for acquired
Business resulting in goodwill
|
|
|
|
|
|
|
|
|
|
|
135,000
|
|
|
|
|
|
|
|
135,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445,759
|
|
|
|
445,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2009
|
|
|
23,954,056
|
|
|
$
|
23,954
|
|
|
$
|
2,522,387
|
|
|
$
|
(758,724
|
)
|
|
$
|
1,787,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-4
IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
445,759
|
|
|
$
|
403,393
|
|
Adjustments to reconcile net income to net
cash provided (used) by operating activities
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
(923,739
|
)
|
|
|
(553,363
|
)
|
Depreciation
|
|
|
596
|
|
|
|
373
|
|
Stock-based compensation expense
|
|
|
121,500
|
|
|
|
72,900
|
|
Cashless exercises of stock options
|
|
|
7,500
|
|
|
|
7,881
|
|
Assets of acquired business
|
|
|
73,974
|
|
|
|
|
|
Increase (Decrease) in cash flows as a result of
changes in asset and liability account balances:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(56,743
|
)
|
|
|
|
|
Prepaid expenses
|
|
|
(8,838
|
)
|
|
|
|
|
Accounts payable
|
|
|
(199,733
|
)
|
|
|
2,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by continuing operating activities
|
|
|
(140,258
|
)
|
|
|
(66,721
|
)
|
Net cash provided by discontinued operating activities
|
|
|
29,665
|
|
|
|
187,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
|
|
|
(110,593
|
)
|
|
|
121,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
|
|
|
|
(1,864
|
)
|
Increase in deposits
|
|
|
(2,500
|
)
|
|
|
|
|
Repayments of loans to stockholders
|
|
|
198,281
|
|
|
|
(126,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by continuing investing activities
|
|
|
195,781
|
|
|
|
(127,864
|
)
|
Net cash provided by discontinued investing activities
|
|
|
938,481
|
|
|
|
434,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY INVESTING ACTIVITIES
|
|
|
1,134,262
|
|
|
|
306,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Loans from shareholders
|
|
|
2,504
|
|
|
|
|
|
Proceeds from exercise of warrants
|
|
|
|
|
|
|
68,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing financing activities
|
|
|
2,504
|
|
|
|
68,100
|
|
Net cash used by discontinued financing activities
|
|
|
(491,538
|
)
|
|
|
(214,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED BY FINANCING ACTIVITIES
|
|
|
(489,0334
|
)
|
|
|
(146,505
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH
|
|
|
534,635
|
|
|
|
281,532
|
|
|
|
|
|
|
|
|
|
|
CASH BEGINNING OF YEAR
|
|
|
322,439
|
|
|
|
40,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH END OF YEAR
|
|
$
|
857,074
|
|
|
$
|
322,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
1,189
|
|
|
$
|
|
|
Income taxes
|
|
|
4,698
|
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
$
|
121,500
|
|
|
$
|
72,900
|
|
Cashless exercise of common stock options
|
|
|
7,500
|
|
|
|
7,881
|
|
Common stock issued in business acquisition resulting in goodwill
|
|
|
50,000
|
|
|
|
|
|
Stock options granted in business acquisition resulting in goodwill
|
|
|
135,000
|
|
|
|
|
|
F-5
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Note 1 Organization and Basis of Presentation
The consolidated financial statements presented are those of iGambit Inc., (the Company) and its
wholly-owned subsidiary, Gotham Innovation Lab Inc. (Gotham). The Company was incorporated under
the laws of the State of Delaware on April 13, 2000. The Company was originally incorporated as
Compusations Inc. under the laws of the State of New York on October 2, 1996. The Company changed
its name to BigVault.com Inc. upon changing its state of domicile on April 13, 2000. The Company
changed its name again to bigVault Storage Technologies Inc. on December 22, 2000 before changing
to iGambit Inc. on July 18, 2006. Gotham was incorporated under the laws of the state of New York
on September 23, 2009.
Business Acquisition
The Company acquired 200 no par value common shares of Gotham for $100. Subsequent to the
acquisition of the Companys newly formed subsidiary, Gotham, on October 1, 2009 Gotham acquired
all of the assets and business operations of Jekyll Island Ventures Inc. doing business as Gotham
Photo Company (Jekyll) for 500,000 shares of the Companys common stock at a value of $.10 per
share, and for 1,500,000 options to purchase the Companys common stock over a three year period at
a value of $.09 per share. Jekyll is a developer of web based software solutions for the real
estate industry in the areas of marketing real estate. Subsequent to the acquisition, Jekyll
dissolved and distributed its shares of the Companys common stock to the shareholders of Jekyll.
Gotham maintained Jekylls d/b/a name of Gotham Photo Company. The assets acquired from Jekyll are
as follows:
|
|
|
|
|
Cash
|
|
$
|
4,023
|
|
Accounts receivable
|
|
|
66,958
|
|
Fixed assets
|
|
|
2,993
|
|
|
|
|
|
|
|
$
|
73,974
|
|
|
|
|
|
F-6
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Following is a presentation of pro forma balance sheets and statements of operations for the nine
months ended September 30, 2009 and for the year ended December 31, 2008:
Nine months ended September 30, 2009:
Pro Forma Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Current assets
|
|
$
|
1,371,447
|
|
|
$
|
70,981
|
|
|
$
|
1,442,428
|
|
Fixed assets
|
|
|
1,044
|
|
|
|
2,993
|
|
|
|
4,037
|
|
Other assets
|
|
|
153,209
|
|
|
|
|
|
|
|
153,209
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,525,700
|
|
|
|
73,974
|
|
|
|
1,599,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
2,121
|
|
|
|
|
|
|
|
2,121
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,121
|
|
|
|
|
|
|
|
2,121
|
|
Stockholders equity
|
|
|
1,523,579
|
|
|
|
73,974
|
|
|
|
1,597,553
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,525,700
|
|
|
$
|
73,974
|
|
|
$
|
1,599,674
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Revenue
|
|
$
|
|
|
|
$
|
249,925
|
|
|
$
|
249,925
|
|
Cost of sales
|
|
|
|
|
|
|
43,151
|
|
|
|
43,151
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
206,774
|
|
|
|
206,774
|
|
General and administrative expenses
|
|
|
418,772
|
|
|
|
208,965
|
|
|
|
627,737
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(418,772
|
)
|
|
|
(2,191
|
)
|
|
|
(420,963
|
)
|
Other income
|
|
|
7,435
|
|
|
|
|
|
|
|
7,435
|
|
Income tax benefit
|
|
|
107,059
|
|
|
|
|
|
|
|
107,059
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(304,278
|
)
|
|
|
(2,191
|
)
|
|
|
(306,469
|
)
|
Income from discontinued operations
|
|
|
744,973
|
|
|
|
|
|
|
|
744,973
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
440,695
|
|
|
$
|
(2,191
|
)
|
|
$
|
438,504
|
|
|
|
|
|
|
|
|
|
|
|
F-7
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Year ended December 31, 2008:
Pro Forma Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Current assets
|
|
$
|
985,927
|
|
|
$
|
80,650
|
|
|
$
|
1,066,577
|
|
Fixed assets
|
|
|
1,491
|
|
|
|
|
|
|
|
1,491
|
|
Other assets
|
|
|
462,758
|
|
|
|
|
|
|
|
462,758
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,450,176
|
|
|
|
80,650
|
|
|
|
1,530,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
4,754
|
|
|
|
3,929
|
|
|
|
8,683
|
|
Long-term liabilities
|
|
|
491,538
|
|
|
|
|
|
|
|
491,538
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
496,292
|
|
|
|
3,929
|
|
|
|
500,221
|
|
Stockholders equity
|
|
|
953,884
|
|
|
|
76,721
|
|
|
|
1,030,605
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,450,176
|
|
|
$
|
80,650
|
|
|
$
|
1,530,826
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Revenue
|
|
$
|
|
|
|
$
|
359,590
|
|
|
$
|
359,590
|
|
Cost of sales
|
|
|
|
|
|
|
62,100
|
|
|
|
62,100
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
297,490
|
|
|
|
297,490
|
|
General and administrative expenses
|
|
|
123,689
|
|
|
|
280,198
|
|
|
|
403,887
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(123,689
|
)
|
|
|
17,292
|
|
|
|
(106,397
|
)
|
Other income
|
|
|
2,554
|
|
|
|
|
|
|
|
2,554
|
|
Income tax benefit
|
|
|
44,065
|
|
|
|
|
|
|
|
44,065
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(77,070
|
)
|
|
|
17,292
|
|
|
|
(59,778
|
)
|
Income from discontinued operations
|
|
|
553,363
|
|
|
|
|
|
|
|
553,363
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
476,293
|
|
|
$
|
17,292
|
|
|
$
|
493,585
|
|
|
|
|
|
|
|
|
|
|
|
Merger Transaction
On December 19, 2005, the Company executed a certificate of merger whereby BigVault Inc. (a Nevada
corporation) merged into the Company leaving the Company as the surviving corporation. Pursuant to
the certificate of merger, each share of Big Vault Inc.s common stock issued and outstanding was
converted to one share of the Companys common stock.
Note 2 Discontinued Operations
Sale of Business
On February 28, 2006, the Company entered into an asset purchase agreement with Digi-Data
Corporation (Digi-Data), whereby Digi-Data acquired the Companys assets and its online digital
vaulting business operations in exchange for $1,500,000, which was deposited into an escrow account
for payment of the Companys outstanding liabilities. In addition, as part of the sales agreement,
the Company receives payments from Digi-Data based on 10% of the net vaulting revenue payable
quarterly over five years. The Company is also entitled to an additional 5% of the increase in net
vaulting revenue over the prior years revenue. These adjustments to the sales price are included
in the discontinued operations line of the statements of income.
F-8
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The assets and liabilities of the discontinued operations are presented in the balance sheets under
the captions Assets of discontinued operations and Liabilities of discontinued operations. The
underlying assets and liabilities of the discontinued operations for the years ended December 31
are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
713,732
|
|
|
$
|
367,430
|
|
Deferred income taxes
|
|
|
|
|
|
|
279,058
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
150,985
|
|
|
|
165,727
|
|
Deferred income taxes
|
|
|
|
|
|
|
98,750
|
|
|
|
|
|
|
|
|
Assets of discontinued operations
|
|
$
|
864,717
|
|
|
$
|
910,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
Prepaid contingency
|
|
$
|
|
|
|
$
|
141,538
|
|
Deferred compensation
|
|
|
|
|
|
|
350,000
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations
|
|
$
|
|
|
|
$
|
491,538
|
|
|
|
|
|
|
|
|
Accounts Receivable
Accounts receivable includes 50% of contingency payments earned for the previous quarter.
Restricted Cash
An escrow account was established in connection with the sale of business to Digi-Data to hold
funds for contingent liabilities. Under the terms of the sale, 25% of the quarterly contingency
payments are deposited into the escrow account for a period of three years. Also under the terms
of the sale, 50% of the balance of the escrow funds held will be released after three years, and
the remaining balance released after two more years. The escrow account balance was $150,985 and
$165,727 at December 31, 2009 and 2008, respectively.
Prepaid Contingency
Prepaid contingency includes cash and expenses advanced by Digi-Data prior to the sale. The
balance is being repaid with 25% of quarterly contingency payments earned that is retained by
Digi-Data. The prepaid contingency balance was $0 and $141,538 as of December 31, 2009 and 2008,
respectively.
Deferred Compensation
The Company was indebted to two former officers for unpaid compensation totaling $350,000 at
December 31, 2008. The officers received advances against the deferred compensation totaling
$198,281 as of December 31, 2008. In 2009, compensation was fully repaid to the former officers
who subsequently repaid the advances against the deferred compensation.
F-9
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Note 3 Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiary, Gotham Innovation Lab, Inc. All significant intercompany accounts and transactions
have been eliminated.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reporting amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
For certain of the Companys financial instruments, including cash and cash equivalents, accounts
receivable, accounts payable, and amounts due to related parties, the carrying amounts approximate
fair value due to their short maturities.
Revenue Recognition
Contingency payment income is recognized quarterly from a percentage of Digi-Datas vaulting
service revenue, and is included in discontinued operations.
The Companys revenues from continuing operations consists of revenues primarily from sales of
products and services rendered to real estate brokers. Revenues are recognized upon delivery of
the products or services.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include checking and money market
accounts and any highly liquid debt instruments purchased with a maturity of three months or less.
Accounts Receivable
The Company analyzes the collectability of accounts receivable each accounting period and adjusts
its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in
assessing the realization of accounts receivables, including the current creditworthiness of each
customer, current and historical collection history and the related aging of past due balances.
The Company evaluates specific accounts when it becomes aware of information indicating that a
customer may not be able to meet its financial obligations due to deterioration of its financial
condition, lower credit ratings, bankruptcy or other factors affecting the ability to render
payment. As of December 31, 2009, the Company has charged $65,000 of bad debts to operations for
uncollectible accounts.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation for both financial reporting and income
tax purposes is computed using combinations of the straight line and accelerated methods over the
estimated lives of the respective assets. During the year ended December 31, 2008, the Company
purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years.
Maintenance and repairs are charged to expense when incurred. When property and equipment are
retired or otherwise disposed of, the related cost and accumulated depreciation are removed from
the respective accounts and any gain or loss is credited or charged to income.
F-10
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Depreciation expense of $596 and $373 was charged to operations for the years ended December 31,
2009 and 2008, respectively.
Goodwill
Goodwill represents the fair market value of the common shares issued and common stock options
granted by the Company for the acquisition of Jekyll by the Companys subsidiary, Gotham. In
accordance with ASC Topic No. 350 Intangibles Goodwill and Other), the goodwill is not being
amortized, but instead will be subject to an annual assessment of impairment by applying a
fair-value based test, and will be reviewed more frequently if current events and circumstances
indicate a possible impairment. An impairment loss is charged to expense in the period identified.
If indicators of impairment are present and future cash flows are not expected to be sufficient to
recover the assets carrying amount, an impairment loss is charged to expense in the period
identified. A lack of projected future operating results from Gothams operations may cause
impairment. As Gothams marketing plan and expected core business is expected to commence later in
2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment
was recorded during the year ended December 31, 2009.
Stock-Based Compensation
As of December 31, 2009, the Company has a stock-based employee compensation plan which it accounts
for applying SFAS No. 123(R) (SFAS 123(R)), Share-Based Payment. Under SFAS 123(R), the Company
is required to select a valuation technique or option-pricing model that meets the criteria as
stated in the standard, which includes a binomial model and the Black-Scholes model. At the present
time, the Company applies the Black-Scholes model. SFAS 123(R) also requires the Company to
estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to
only recognizing these forfeitures and the corresponding reduction in expense as they occur.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the consolidated financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the consolidated statement of income in the period that includes the
enactment date.
Note 4 Earnings Per Common Share
The Company calculates net earnings (loss) per common share in accordance with ASC 260
Earnings
Per Share
(ASC 260). Basic and diluted net earnings (loss) per common share was determined by
dividing net earnings (loss) applicable to common stockholders by the weighted average number of
common shares outstanding during the period. The Companys potentially dilutive shares, which
include outstanding common stock options and common stock warrants, have not been included in the
computation of diluted net earnings (loss) per share for all periods as the result would be
anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Stock options
|
|
|
1,796,900
|
|
|
|
1,046,900
|
|
Common stock warrants
|
|
|
3,085,000
|
|
|
|
835,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares excluded from calculation
|
|
|
4,881,900
|
|
|
|
1,881,900
|
|
|
|
|
|
|
|
|
F-11
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Note 5 Stock Based Compensation
Stock-based compensation expense for all stock-based award programs, including grants of stock
options and warrants, is recorded in accordance with
CompensationStock Compensation
, Topic 718
of the FASB ASC. Stock-based compensation expense, which is calculated net of estimated
forfeitures, is computed using the grant date fair-value method on a straight-line basis over the
requisite service period for all stock awards that vest during the period. The grant date fair
value for stock options is calculated using the Black-Scholes option valuation model. Determining
the fair value of options at the grant date requires judgment, including estimating the expected
term that stock options will be outstanding prior to exercise, the associated volatility and the
expected dividends. Stock-based compensation expense is reported under general and administrative
expenses on the accompanying consolidated statements of income.
In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the 2006 Plan). Awards granted
under the 2006 plan have a ten-year term and may be incentive stock options, non-qualified stock
options or warrants. The awards are granted at an exercise price equal to the fair market value on
the date of grant and generally vest over a three or four year period. Effective January 1, 2006,
we recognized compensation expense ratably over the vesting period, net of estimated forfeitures.
As of December 31, 2009, there was approximately $148,500 of total unrecognized compensation cost
related to non-vested share-based compensation arrangements granted under the 2006 plan. This cost
is expected to be recognized over a remaining weighted-average vesting period of 1.42 years.
The 2006 Plan provides for the granting of options to purchase up to 5,510,000 shares of common
stock. 5,213,100 options have been exercised to date. There are 1,796,900 options outstanding
under the 2006 Plan.
Warrant activity during the years ended December 31, 2009 and 2008 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
|
|
|
|
|
Average
|
|
|
Grant-Date
|
|
|
Life
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Fair Value
|
|
|
(Years)
|
|
|
Warrants outstanding
at January 1, 2008
|
|
|
1,652,518
|
|
|
$
|
0.67
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during 2008
|
|
|
60,000
|
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during 2008
|
|
|
(195,000
|
)
|
|
|
0.35
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired during 2008
|
|
|
(682,518
|
)
|
|
|
0.32
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding
at December 31, 2008
|
|
|
835,000
|
|
|
|
0.99
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during 2009
|
|
|
2,250,000
|
|
|
|
0.77
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding
at December 31, 2009
|
|
|
3,085,000
|
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
|
7.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-12
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Stock Option Plan activity during the years ended December 31, 2009 and 2008 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
|
|
|
|
|
Average
|
|
|
Grant-Date
|
|
|
Life
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Fair Value
|
|
|
(Years)
|
|
|
Options outstanding
at January 1, 2008
|
|
|
1,835,000
|
|
|
$
|
0.01
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during 2008
|
|
|
(788,100
|
)
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding
at December 31, 2008
|
|
|
1,046,900
|
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during 2009
|
|
|
(750,000
|
)
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during 2009
|
|
|
1,500,000
|
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding
at December 31, 2009
|
|
|
1,796,900
|
|
|
$
|
0.01
|
|
|
$
|
0.10
|
|
|
|
5.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of warrants and options granted is estimated on the date of grant based on the
weighted-average assumptions in the table below. The assumption for the expected life is based on
evaluations of historical and expected exercise behavior. The risk-free interest rate is based on
the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the
expected life at the grant date. The historical stock volatility of the Companys common stock is
used as the basis for the volatility assumption.
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Weighted average risk free rate
|
|
|
4.87
|
%
|
|
|
4.64
|
%
|
Average expected life in years
|
|
|
6.6
|
%
|
|
|
5.8
|
%
|
Expected dividends
|
|
None
|
|
None
|
Volatility
|
|
|
20.0
|
%
|
|
|
20.0
|
%
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
Note 6 Common Stock Issued
During the year ended December 31, 2009, the Company issued 500,000 common shares in exchange for
the asset acquisition of Jekyll Island Ventures Inc. by its wholly-owned subsidiary, Gotham
Innovation Labs Inc. Also, during the year ended December 31, 2009, options were exercised for
735,000 shares of common stock, valued at $.01 per share.
On December 2, 2009, the Company amended its certificate of incorporation to increase the number of
authorized common shares to 75,000,000.
Dividends may be paid on outstanding shares as declared by the Board of Directors from time to
time. Each share of common stock is entitled to one vote.
F-13
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Note 7 Income Taxes
The tax provision at December 31 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
From operations:
|
|
|
|
|
|
|
|
|
Continuing operations:
|
|
|
|
|
|
|
|
|
Current tax expense (benefit):
|
|
$
|
|
|
|
$
|
|
|
Federal
|
|
|
(254,578
|
)
|
|
|
(46,228
|
)
|
State and local
|
|
|
507
|
|
|
|
2,163
|
|
|
|
|
|
|
|
|
|
|
|
(254,071
|
)
|
|
|
(44,065
|
)
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations
|
|
|
(254,071
|
)
|
|
|
(44,065
|
)
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
|
128,827
|
|
|
|
|
|
State and local
|
|
|
45,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174,600
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
|
508,622
|
|
|
|
285,370
|
|
State and local
|
|
|
123,676
|
|
|
|
75,916
|
|
|
|
|
|
|
|
|
|
|
|
632,298
|
|
|
|
361,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from discontinued operations
|
|
|
806,898
|
|
|
|
361,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
552,827
|
|
|
$
|
317,221
|
|
|
|
|
|
|
|
|
A reconciliation of the statutory federal income tax rate and the effective tax rate follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Statutory tax rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
Effect of
|
|
|
|
|
|
|
|
|
State income taxes, net of
|
|
|
|
|
|
|
|
|
Federal income tax benefit
|
|
|
5.3
|
%
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
39.5
|
%
|
|
|
39.5
|
%
|
|
|
|
|
|
|
|
The Company recognizes deferred tax assets and liabilities based on the future tax consequences of
events that have been included in the financial statements or tax returns. The differences relate
primarily to net operating loss carryovers and to deferred compensation. Deferred tax assets and
liabilities are calculated based on the difference between the financial reporting and tax bases of
assets and liabilities using the currently enacted tax rates in effect during the years in which
the differences are expected to reverse. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they relate.
The Companys provision for income taxes differs from applying the statutory U.S. federal income
tax rate to income before income taxes. The primary differences result from providing for state
income taxes and from deducting certain expenses for financial statement purposes but not for
federal income tax purposes.
In accordance with Statement of Financial Accounting Standards (FAS) No. 109, Accounting for
Income Taxes (FAS 109), a valuation allowance is established based on the future recoverability
of deferred tax assets. This assessment is based upon consideration of available positive and
negative evidence, which includes, among other things, the Companys most recent results of operations and expected future profitability.
Management has determined that no valuation allowance related to deferred tax assets is necessary
at December 31, 2009 and 2008.
F-14
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The deferred tax assets included in assets from discontinued operations in the accompanying balance
sheets includes the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Current:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
|
|
|
$
|
279,058
|
|
Non-current:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
|
|
|
|
98,750
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
377,808
|
|
|
|
|
|
|
|
|
In June 2006, the FASB issued Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109 (SFAS 109). This interpretation clarifies
the accounting for uncertainty in income taxes recognized in a companys financial statements in
accordance with SFAS 109, Accounting for Income Taxes. FIN 48 details how companies should
recognize, measure, present, and disclose uncertain tax positions that have been or are expected to
be taken. As such, financial statements will reflect expected future tax consequences of uncertain
tax positions presuming the taxing authorities full knowledge of the position and all relevant
facts. FIN 48 will not have a material impact on the financial statements of the Company.
Note 8 Risks and Uncertainties
Contingency Payment Income Discontinued Operations
The discontinued operations of contingency payments received from Digi-Data is the Companys sole
source of income. Should Digi-Data not achieve sufficient vaulting revenue or continue to exist,
substantial doubt would be raised as to the Companys ability to continue to exist, as the Company
has no other source of revenue.
Uninsured Cash Balances
Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.
Note 9 Related Party Transactions
Notes Receivable Stockholders
The Company provided loans to a stockholder totaling $17,000 and $10,000 at December 31, 2009 and
2008, respectively. The loans bear interest at a rate of 6% and are due on December 31, 2009.
Accrued interest on the note was $1,020 and $698 for the years ended December 31, 2009 and 2008,
respectively.
The Company provided advances to two stockholders and former officers totaling $198,281 and $79,281
as of December 31, 2008, against their respective deferred compensation balances. The advances to
the stockholders were collateralized with their common shares issued and outstanding of 5,470,000
shares each. The former officers repaid the advances to the Company during the year ended December
31, 2009.
Loans Payable Stockholders
Two stockholders of the Company who are also former stockholders of Jekyll provided advances to
Gotham for expenses totaling $2,504 at December 31, 2009. The loans from the stockholders do not
bear interest and are payable on demand.
F-15
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Lease Commitment
iGambit Inc. entered into an operating lease for office space for a term of 12 months effective
June 1, 2009. Monthly rent under the lease is $2,600.
Gotham has an operating lease for office space renewable annually on October 16 at a monthly rent
of $5,500.
Rent expense of $32,100 was charged to operations for the year ended December 31, 2009.
Note 10 Commitments and Contingencies
The Company provides accruals for all direct costs associated with the estimated resolution of
contingencies at the earliest date at which it is deemed probable that a liability has been
incurred and the amount of such liability can be reasonably estimated.
Note 11 Recent Accounting Pronouncements
In September 2009, the Company adopted Accounting Standards Codification (ASC) 105-10-05, which
provides for the Financial Accounting Standards Board Accounting Standards Codification (the
Codification) to become the single official source of authoritative, nongovernmental U.S. generally
accepted accounting principles (GAAP) to be applied by non-governmental entities in the preparation
of financial statements in conformity with GAAP. The Codification does not change GAAP, but
combines all authoritative standards into a comprehensive, topically organized online database. ASC
105-10-05 explicitly recognizes rules and interpretative releases of the Securities and Exchange
Commission (SEC) under Federal securities laws as authoritative GAAP for SEC registrants.
Subsequent revisions to GAAP will be incorporated into the Codification through Accounting
Standards Updates (ASU). ASC 105-10-05 is effective for interim and annual periods ending after
September 15, 2009, and was effective for the Company in the third quarter of 2009. The adoption of
ASC 105-10-05 impacted the Companys financial statement disclosures, as all references to
authoritative accounting literature were updated to and in accordance with the Codification.
In February 2009, the FASB issued an accounting standard now codified within ASC 805,
Business
Combinations
that amends the provisions related to the initial recognition and measurement,
subsequent measurement, and disclosure of assets and liabilities arising from contingencies in a
business combination. The standard applies to all assets acquired and liabilities assumed in a
business combination that arise from contingencies that would be within the scope of ASC 450,
Contingencies
, if not acquired or assumed in a business combination, except for assets or
liabilities arising from contingencies that are subject to specific guidance in ASC 805. The
standard applies prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December 15, 2008.
The adoption of the standard by the Company was effective January 1, 2009 and did not have an
impact on the Companys financial position and results of operations.
Effective January 1, 2008, the Company adopted the provisions of ASC Topic 820,
Fair Value
Measurements and Disclosures
. This pronouncement defines fair value, establishes a hierarchal
disclosure framework for measuring fair value, and requires expanded disclosures about fair value
measurements. The provisions of this statement apply to all financial instruments that are being
measured and reported on a fair value basis. Effective January 1, 2009, the Company adopted the
remaining provisions of ASC Topic 820 that were delayed by the issuance of ASC Section 820-10-55,
Fair Value Measurements and Disclosures: Overall: Implementation Guidance and Illustrations.
In April 2008, the FASB issued an accounting standard now codified within ASC 350,
Intangibles-Goodwill and Other
which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a recognized intangible
asset. Under this standard, entities estimating the useful life of a recognized intangible asset
must consider their historical experience in renewing or extending similar arrangements or, in the
absence of historical experience, must consider assumptions that market participants would use
about renewal or extension. The intent of the standard is to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash flows used to measure
the fair value of the asset. Adoption of the standard was effective for financial statements issued for fiscal years beginning after December
15, 2008, and interim periods within those fiscal years, The Company adopted the standard on
January 1, 2009. The Company does not expect the standard to have a material impact on its
accounting for future acquisitions of intangible assets.
F-16
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
In November 2008, the FASB issued an accounting now standard codified within ASC 350,
Intangibles-Goodwill and Other
that applies to defensive assets which are acquired intangible
assets which the acquirer does not intend to actively use, but intends to hold to prevent its
competitors from obtaining access to the asset. The standard clarifies that defensive intangible
assets are separately identifiable and should be accounted for as a separate unit of accounting in
accordance with guidance provided within ASC 805,
Business Combinations
and ASC 820,
Fair Value
Measurements and Disclosures
. The standard was effective for intangible assets acquired in fiscal
years beginning on or after December 15, 2008. The Company adopted this standard effective January
1, 2009 and will apply the provisions of this guidance to intangible assets acquired on or after
that date. The Company does not expect the standard to have a material impact on its accounting for
future acquisitions of intangible assets.
In April 2009, the FASB issued an accounting standard now codified within ASC 825,
Financial
Instruments
that requires disclosures about the fair value of financial instruments that are not
reflected in the consolidated balance sheets at fair value whenever summarized financial
information for interim reporting periods is presented. Entities are required to disclose the
methods and significant assumptions used to estimate the fair value of financial instruments and
describe changes in methods and significant assumptions, if any, during the period. The standard
was effective for interim reporting periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009.
In April 2009, the FASB issued an accounting standard now codified within ASC 820,
Fair Value
Measurements and Disclosures
, which provides guidance on determining fair value when there is no
active market or where the price inputs being used represent distressed sales, The standard
reaffirms the objective of fair value measurement, which is to reflect how much an asset would be
sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a
formerly active market has become inactive, as well as to determine fair values when markets have
become inactive. The standard is effective for interim and annual periods ending after June 15,
2009 and was adopted by the Company in the second quarter of 2009.
In May 2009, the FASB issued an accounting standard now codified within ASC 855,
Subsequent
Events
, which sets forth general standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued or are available to be
issued. It requires the disclosure of the date through which an entity has evaluated subsequent
events and the basis for that date, that is, whether that date represents the date the financial
statements were issued or were available to be issued. The standard was effective for interim or
annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of
2009. In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (ASU 2010-09)
Subsequent Events
(Topic 855):
Amendments to Certain Recognition and Disclosure Requirements
.
This ASU amends FASB Codification topic 855. The amendments in ASU 2010-09 removes the requirement
in ASC 855-10 for a SEC filer to disclose a date through which subsequent events have been
evaluated in both issued and revised financial statements. This ASU was effective upon issuance and
the Company adopted this ASU as of December 31, 2009. Except for the removal of disclosure
requirements in ASC 855-10, the adoption of this standard did not have a material impact on the
Companys consolidated financial statements.
In August 2009, the FASB issued ASU No. 2009-05,
Fair Value Measurements and Disclosures -
Measuring Liabilities at Fair Value
. The ASU provides additional guidance for the fair value
measurement of liabilities under ASC 820,
Fair Value Measurements and Disclosures
. The ASU provides
clarification that in circumstances in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value using certain
techniques. The ASU also clarifies that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs relating to the
existence of a restriction that prevents the transfer of a liability. It also clarifies that both a
quoted price in an active market for the identical liability at the measurement date and the quoted
price for the identical liability when traded as an asset in an active market when no adjustments
to the quoted price of the asset are required are Level fair value measurements. The Company
adopted the ASU in the fourth fiscal quarter of 2009.
F-17
IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The adoption of the pronouncements above did not have a material effect on the Companys financial
position or results of operations.
New Accounting Pronouncements Not Yet Effective
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements,
(amendments to ASC Topic 605, Revenue Recognition) (ASU 2009-13) and ASU 2009-14,
Certain
Arrangements that Include Software Elements, (amendments to ASC Topic 985, Software)
(ASU
2009-14). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated
selling prices of the delivered goods and services based on a selling price hierarchy. The
amendments eliminate the residual method of revenue allocation and require revenue to be allocated
using the relative selling price method. ASU 2009-14 removes tangible products from the scope of
software revenue guidance and provides guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the software revenue
guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June
15,2010, with early adoption permitted. The Company is currently evaluating the impact of the
adoption of these ASUs on its consolidated results of operations or financial condition.
In December 2009, the FASB issued ASU No. 2009-17,
Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities
, which amends ASC 810,
Consolidation
to
address the elimination of the concept of a qualifying special purpose entity. The standard also
replaces the quantitative-based risks and rewards calculation for determining which enterprise has
a controlling financial interest in a variable interest entity with an approach focused on
identifying which enterprise has the power to direct the activities of a variable interest entity
and the obligation to absorb losses of the entity or the right to receive benefits from the entity.
This standard also requires continuous reassessments of whether an enterprise is the primary
beneficiary of a VIE whereas previous accounting guidance required reconsideration of whether an
enterprise was the primary beneficiary of a VIE only when specific events had occurred. The
standard provides more timely and useful information about an enterprises involvement with a
variable interest entity and will be effective as of the beginning of interim and annual reporting
periods that begin after November 15, 2009, which for the Company would be January 1, 2010. The
Company does not expect the adoption of this standard to have a material effect on its consolidated
results of operations and financial condition.
In January 2010, the FASB issued ASU No. 2010-6,
Improving Disclosures About Fair Value
Measurements
, which provides amendments to ASC 820
Fair Value Measurements and Disclosures
,
including requiring reporting entities to make more robust disclosures about (1) the different
classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs
used, (3) the activity in Level 3 fair value measurements including information on purchases,
sales, issuances, and settlements on a gross basis and (4) the transfers between Levels 1, 2, and
3. The standard is effective for annual reporting periods beginning after December 15, 2009, except
for Level 3 reconciliation disclosures, which are effective for annual periods beginning after
December 15, 2010. The Company does not expect the adoption of this standard to have a material
impact on its consolidated financial statements.
The FASB updated ASC Topic 810,
Consolidations,
and ASC Topic 860,
Transfers and Servicing
, which
significantly changed the accounting for transfers of financial assets and the criteria for
determining whether to consolidate a variable interest entity (VIE). The update to ASC Topic 860
eliminates the qualifying special purpose entity (QSPE) concept, establishes conditions for
reporting a transfer of a portion of a financial asset as a sale, clarifies the financial asset
de-recognition criteria, revises how interests retained by the transferor in a sale of financial
assets initially are measured, and removes the guaranteed mortgage securitization
re-characterization provisions. The update to ASC Topic 810 requires reporting entities to evaluate
former QSPEs for consolidation, changes the approach to determining a VIEs primary beneficiary
from a mainly quantitative assessment to an exclusively qualitative assessment designed to identify
a controlling financial interest, and increases the frequency of required reassessments to
determine whether a company is the primary beneficiary of a VIE. The Company does not expect the
adoption of this standard to have a material impact on its consolidated financial statements.
F-18
IGAMBIT INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
MARCH 31,
|
|
|
DECEMBER 31,
|
|
|
|
2010
|
|
|
2009
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
789,282
|
|
|
$
|
857,074
|
|
Accounts receivable
|
|
|
96,953
|
|
|
|
56,743
|
|
Prepaid expenses
|
|
|
13,519
|
|
|
|
8,838
|
|
Notes receivable stockholders
|
|
|
17,000
|
|
|
|
17,000
|
|
Assets from discontinued operations
|
|
|
866,131
|
|
|
|
715,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,782,885
|
|
|
|
1,655,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
805
|
|
|
|
895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
185,000
|
|
|
|
185,000
|
|
Deposits
|
|
|
2,500
|
|
|
|
2,500
|
|
Assets from discontinued operations
|
|
|
151,218
|
|
|
|
150,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
338,718
|
|
|
|
338,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,122,408
|
|
|
$
|
1,994,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
139,022
|
|
|
$
|
204,487
|
|
Note payable related party
|
|
|
37,079
|
|
|
|
|
|
Loans payable stockholders
|
|
|
2,504
|
|
|
|
2,504
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
178,605
|
|
|
|
206,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value; authorized -
75,000,000 shares; issued and outstanding -
23,954,056 shares
|
|
|
23,954
|
|
|
|
23,954
|
|
Additional paid-in capital
|
|
|
2,522,387
|
|
|
|
2,522,387
|
|
Accumulated deficit
|
|
|
(602,538
|
)
|
|
|
(758,724
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,943,803
|
|
|
|
1,787,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,122,408
|
|
|
$
|
1,994,608
|
|
|
|
|
|
|
|
|
F-19
IGAMBIT INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31,
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Sales
|
|
$
|
167,342
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
47,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
119,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
429,567
|
|
|
|
42,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(310,097
|
)
|
|
|
(42,626
|
)
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income tax benefit
|
|
|
(309,613
|
)
|
|
|
(42,626
|
)
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
(120,806
|
)
|
|
|
1,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(188,807
|
)
|
|
|
(43,845
|
)
|
Income from discontinued operations (net of taxes of $220,164 and $0)
|
|
|
344,993
|
|
|
|
353,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
156,186
|
|
|
$
|
309,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and fully diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(.01
|
)
|
|
$
|
(.00
|
)
|
Discontinued operations, net of tax
|
|
$
|
.02
|
|
|
$
|
.02
|
|
|
|
|
|
|
|
|
Net earnings per common share
|
|
$
|
.01
|
|
|
$
|
.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
23,954,056
|
|
|
|
22,719,056
|
|
|
|
|
|
|
|
|
F-20
IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
156,186
|
|
|
$
|
309,270
|
|
Adjustments to reconcile net income to net
cash used by operating activities
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
(344,993
|
)
|
|
|
(353,115
|
)
|
Depreciation
|
|
|
89
|
|
|
|
149
|
|
Increase (Decrease) in cash flows as a result of
changes in asset and liability account balances:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(40,210
|
)
|
|
|
|
|
Prepaid expenses
|
|
|
(4,681
|
)
|
|
|
|
|
Accounts payable
|
|
|
(65,465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by continuing operating activities
|
|
|
(299,074
|
)
|
|
|
(43,696
|
)
|
Net cash provided by discontinued operating activities
|
|
|
(150,557
|
)
|
|
|
(41,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED BY OPERATING ACTIVITIES
|
|
|
(449,631
|
)
|
|
|
(84,982
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Repayments of loans to stockholders
|
|
|
|
|
|
|
(27,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by continuing investing activities
|
|
|
|
|
|
|
(27,000
|
)
|
Net cash provided by discontinued investing activities
|
|
|
344,760
|
|
|
|
291,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY INVESTING ACTIVITIES
|
|
|
344,760
|
|
|
|
264,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Increase in loans payable to related party
|
|
|
37,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing financing activities
|
|
|
37,079
|
|
|
|
|
|
Net cash used by discontinued financing activities
|
|
|
|
|
|
|
(118,325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
|
|
|
37,079
|
|
|
|
(118,325
|
)
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) INCREASE IN CASH
|
|
|
(67,792
|
)
|
|
|
61,307
|
|
|
|
|
|
|
|
|
|
|
CASH BEGINNING OF PERIOD
|
|
|
857,074
|
|
|
|
322,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH END OF PERIOD
|
|
$
|
789,282
|
|
|
$
|
383,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
116
|
|
|
$
|
|
|
Income taxes
|
|
|
202,101
|
|
|
|
1,219
|
|
F-21
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Note 1 Organization and Basis of Presentation
The consolidated financial statements presented are those of iGambit Inc., (the Company) and its
wholly-owned subsidiary, Gotham Innovation Lab Inc. (Gotham). The Company was incorporated under
the laws of the State of Delaware on April 13, 2000. The Company was originally incorporated as
Compusations Inc. under the laws of the State of New York on October 2, 1996. The Company changed
its name to BigVault.com Inc. upon changing its state of domicile on April 13, 2000. The Company
changed its name again to bigVault Storage Technologies Inc. on December 22, 2000 before changing
to iGambit Inc. on July 18, 2006. Gotham was incorporated under the laws of the state of New York
on September 23, 2009.
In the opinion of management, the accompanying interim financial statements reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the financial position and
the results of operations and cash flows for the interim periods presented. The results of
operations for these interim periods are not necessarily indicative of the results to be expected
for the year ending December 31, 2010.
Business Acquisition
The Company acquired 200 no par value common shares of Gotham for $100. Subsequent to the
acquisition of the Companys newly formed subsidiary, Gotham, on October 1, 2009 Gotham acquired
all of the assets and business operations of Jekyll Island Ventures Inc. doing business as Gotham
Photo Company (Jekyll) for 500,000 shares of the Companys common stock at a value of $.10 per
share, and for 1,500,000 options to purchase the Companys common stock over a three year period at
a value of $.09 per share. Jekyll is a developer of web based software solutions for the real
estate industry in the areas of marketing real estate. Subsequent to the acquisition, Jekyll
dissolved and distributed its shares of the Companys common stock to the shareholders of Jekyll.
Gotham maintained Jekylls d/b/a name of Gotham Photo Company. The assets acquired from Jekyll are
as follows:
|
|
|
|
|
Cash
|
|
$
|
4,023
|
|
Accounts receivable
|
|
|
66,958
|
|
Fixed assets
|
|
|
2,993
|
|
|
|
|
|
|
|
$
|
73,974
|
|
|
|
|
|
F-22
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Following is a presentation of pro forma balance sheets and statements of operations for the nine
months ended September 30, 2009 and for the year ended December 31, 2008:
Nine months ended September 30, 2009:
Pro Forma Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Current assets
|
|
$
|
1,371,447
|
|
|
$
|
70,981
|
|
|
$
|
1,442,428
|
|
Fixed assets
|
|
|
1,044
|
|
|
|
2,993
|
|
|
|
4,037
|
|
Other assets
|
|
|
153,209
|
|
|
|
|
|
|
|
153,209
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,525,700
|
|
|
|
73,974
|
|
|
|
1,599,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
2,121
|
|
|
|
|
|
|
|
2,121
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,121
|
|
|
|
|
|
|
|
2,121
|
|
Stockholders equity
|
|
|
1,523,579
|
|
|
|
73,974
|
|
|
|
1,597,553
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,525,700
|
|
|
$
|
73,974
|
|
|
$
|
1,599,674
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Revenue
|
|
$
|
|
|
|
$
|
249,925
|
|
|
$
|
249,925
|
|
Cost of sales
|
|
|
|
|
|
|
43,151
|
|
|
|
43,151
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
206,774
|
|
|
|
206,774
|
|
General and administrative expenses
|
|
|
418,772
|
|
|
|
208,965
|
|
|
|
627,737
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(418,772
|
)
|
|
|
(2,191
|
)
|
|
|
(420,963
|
)
|
Other income
|
|
|
7,435
|
|
|
|
|
|
|
|
7,435
|
|
Income tax benefit
|
|
|
107,059
|
|
|
|
|
|
|
|
107,059
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(304,278
|
)
|
|
|
(2,191
|
)
|
|
|
(306,469
|
)
|
Income from discontinued operations
|
|
|
744,973
|
|
|
|
|
|
|
|
744,973
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
440,695
|
|
|
$
|
(2,191
|
)
|
|
$
|
438,504
|
|
|
|
|
|
|
|
|
|
|
|
F-23
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Year ended December 31, 2008:
Pro Forma Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Current assets
|
|
$
|
985,927
|
|
|
$
|
80,650
|
|
|
$
|
1,066,577
|
|
Fixed assets
|
|
|
1,491
|
|
|
|
|
|
|
|
1,491
|
|
Other assets
|
|
|
462,758
|
|
|
|
|
|
|
|
462,758
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,450,176
|
|
|
|
80,650
|
|
|
|
1,530,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
4,754
|
|
|
|
3,929
|
|
|
|
8,683
|
|
Long-term liabilities
|
|
|
491,538
|
|
|
|
|
|
|
|
491,538
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
496,292
|
|
|
|
3,929
|
|
|
|
500,221
|
|
Stockholders equity
|
|
|
953,884
|
|
|
|
76,721
|
|
|
|
1,030,605
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,450,176
|
|
|
$
|
80,650
|
|
|
$
|
1,530,826
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iGambit
|
|
|
Jekyll
|
|
|
Combined
|
|
|
Revenue
|
|
$
|
|
|
|
$
|
359,590
|
|
|
$
|
359,590
|
|
Cost of sales
|
|
|
|
|
|
|
62,100
|
|
|
|
62,100
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
297,490
|
|
|
|
297,490
|
|
General and administrative expenses
|
|
|
123,689
|
|
|
|
280,198
|
|
|
|
403,887
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(123,689
|
)
|
|
|
17,292
|
|
|
|
(106,397
|
)
|
Other income
|
|
|
2,554
|
|
|
|
|
|
|
|
2,554
|
|
Income tax benefit
|
|
|
44,065
|
|
|
|
|
|
|
|
44,065
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(77,070
|
)
|
|
|
17,292
|
|
|
|
(59,778
|
)
|
Income from discontinued operations
|
|
|
553,363
|
|
|
|
|
|
|
|
553,363
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
476,293
|
|
|
$
|
17,292
|
|
|
$
|
493,585
|
|
|
|
|
|
|
|
|
|
|
|
Merger Transaction
On December 19, 2005, the Company executed a certificate of merger whereby BigVault Inc. (a Nevada
corporation) merged into the Company leaving the Company as the surviving corporation. Pursuant to
the certificate of merger, each share of Big Vault Inc.s common stock issued and outstanding was
converted to one share of the Companys common stock.
Note 2 Discontinued Operations
Sale of Business
On February 28, 2006, the Company entered into an asset purchase agreement with Digi-Data
Corporation (Digi-Data), whereby Digi-Data acquired the Companys assets and its online digital
vaulting business operations in exchange for $1,500,000, which was deposited into an escrow account
for payment of the Companys outstanding liabilities. In addition, as part of the sales agreement,
the Company receives payments from Digi-Data based on 10% of the net vaulting revenue payable
quarterly over five years. The Company is also entitled to an additional 5% of the increase in net
vaulting revenue over the prior years revenue. These adjustments to the sales price are included
in the discontinued operations line of the statements of income.
F-24
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
The assets and liabilities of the discontinued operations are presented in the balance sheets under
the captions Assets of discontinued operations and Liabilities of discontinued operations. The
underlying assets and liabilities of the discontinued operations for the years ended December 31
are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
713,732
|
|
|
$
|
367,430
|
|
Deferred income taxes
|
|
|
|
|
|
|
279,058
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
150,985
|
|
|
|
165,727
|
|
Deferred income taxes
|
|
|
|
|
|
|
98,750
|
|
|
|
|
|
|
|
|
Assets of discontinued operations
|
|
$
|
864,717
|
|
|
$
|
910,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
Prepaid contingency
|
|
$
|
|
|
|
$
|
141,538
|
|
Deferred compensation
|
|
|
|
|
|
|
350,000
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations
|
|
$
|
|
|
|
$
|
491,538
|
|
|
|
|
|
|
|
|
Accounts Receivable
Accounts receivable includes 50% of contingency payments earned for the previous quarter.
Restricted Cash
An escrow account was established in connection with the sale of business to Digi-Data to hold
funds for contingent liabilities. Under the terms of the sale, 25% of the quarterly contingency
payments are deposited into the escrow account for a period of three years. Also under the terms
of the sale, 50% of the balance of the escrow funds held will be released after three years, and
the remaining balance released after two more years. The escrow account balance was $151,218 and
$150,985 at March 31, 2010 and December 31, 2009, respectively.
Prepaid Contingency
Prepaid contingency includes cash and expenses advanced by Digi-Data prior to the sale. The
balance is being repaid with 25% of quarterly contingency payments earned that is retained by
Digi-Data. The prepaid contingency balance was fully repaid as of December 31, 2009.
Deferred Compensation
The Company was indebted to two former officers for unpaid compensation totaling $350,000 at
December 31, 2008. The officers received advances against the deferred compensation totaling
$198,281 as of December 31, 2008. In 2009, compensation was fully repaid to the former officers
who subsequently repaid the advances against the deferred compensation.
F-25
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Note 3 Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiary, Gotham Innovation Lab, Inc. All significant intercompany accounts and transactions
have been eliminated.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reporting amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
For certain of the Companys financial instruments, including cash and cash equivalents, accounts
receivable, accounts payable, and amounts due to related parties, the carrying amounts approximate
fair value due to their short maturities.
Revenue Recognition
Contingency payment income is recognized quarterly from a percentage of Digi-Datas vaulting
service revenue, and is included in discontinued operations.
The Companys revenues from continuing operations consists of revenues primarily from sales of
products and services rendered to real estate brokers. Revenues are recognized upon delivery of
the products or services.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include checking and money market
accounts and any highly liquid debt instruments purchased with a maturity of three months or less.
Accounts Receivable
The Company analyzes the collectability of accounts receivable each accounting period and adjusts
its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in
assessing the realization of accounts receivables, including the current creditworthiness of each
customer, current and historical collection history and the related aging of past due balances.
The Company evaluates specific accounts when it becomes aware of information indicating that a
customer may not be able to meet its financial obligations due to deterioration of its financial
condition, lower credit ratings, bankruptcy or other factors affecting the ability to render
payment. As of December 31, 2009, the Company has charged $65,000 of bad debts to operations for
uncollectible accounts.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation for both financial reporting and income
tax purposes is computed using combinations of the straight line and accelerated methods over the
estimated lives of the respective assets. During the year ended December 31, 2008, the Company
purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years.
Maintenance and repairs are charged to expense when incurred. When property and equipment are
retired or otherwise disposed of, the related cost and accumulated depreciation are removed from
the respective accounts and any gain or loss is credited or charged to income.
F-26
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Depreciation expense of $89 and $149 was charged to operations for the three months ended March 31,
2010 and 2009, respectively.
Goodwill
Goodwill represents the fair market value of the common shares issued and common stock options
granted by the Company for the acquisition of Jekyll by the Companys subsidiary, Gotham. In
accordance with ASC Topic No. 350 Intangibles Goodwill and Other), the goodwill is not being
amortized, but instead will be subject to an annual assessment of impairment by applying a
fair-value based test, and will be reviewed more frequently if current events and circumstances
indicate a possible impairment. An impairment loss is charged to expense in the period identified.
If indicators of impairment are present and future cash flows are not expected to be sufficient to
recover the assets carrying amount, an impairment loss is charged to expense in the period
identified. A lack of projected future operating results from Gothams operations may cause
impairment. As Gothams marketing plan and expected core business is expected to commence later in
2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment
was recorded during the three months ended March 31, 2010.
Stock-Based Compensation
As of March 31, 2010, the Company has a stock-based employee compensation plan which it accounts
for applying SFAS No. 123(R) (SFAS 123(R)), Share-Based Payment. Under SFAS 123(R), the Company
is required to select a valuation technique or option-pricing model that meets the criteria as
stated in the standard, which includes a binomial model and the Black-Scholes model. At the present
time, the Company applies the Black-Scholes model. SFAS 123(R) also requires the Company to
estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to
only recognizing these forfeitures and the corresponding reduction in expense as they occur.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the consolidated financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the consolidated statement of income in the period that includes the
enactment date.
Note 4 Earnings Per Common Share
The Company calculates net earnings (loss) per common share in accordance with ASC 260
Earnings
Per Share
(ASC 260). Basic and diluted net earnings (loss) per common share was determined by
dividing net earnings (loss) applicable to common stockholders by the weighted average number of
common shares outstanding during the period. The Companys potentially dilutive shares, which
include outstanding common stock options and common stock warrants, have not been included in the
computation of diluted net earnings (loss) per share for all periods as the result would be
anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
Stock options
|
|
|
1,046,900
|
|
|
|
296,900
|
|
Common stock warrants
|
|
|
835,000
|
|
|
|
3,085,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares excluded from calculation
|
|
|
1,881,900
|
|
|
|
3,381,900
|
|
|
|
|
|
|
|
|
F-27
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Note 5 Stock Based Compensation
Stock-based compensation expense for all stock-based award programs, including grants of stock
options and warrants, is recorded in accordance with
CompensationStock Compensation
, Topic 718
of the FASB ASC. Stock-based compensation expense, which is calculated net of estimated
forfeitures, is computed using the grant date fair-value method on a straight-line basis over the
requisite service period for all stock awards that vest during the period. The grant date fair
value for stock options is calculated using the Black-Scholes option valuation model. Determining
the fair value of options at the grant date requires judgment, including estimating the expected
term that stock options will be outstanding prior to exercise, the associated volatility and the
expected dividends. Stock-based compensation expense is reported under general and administrative
expenses on the accompanying consolidated statements of income.
In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the 2006 Plan). Awards granted
under the 2006 plan have a ten-year term and may be incentive stock options, non-qualified stock
options or warrants. The awards are granted at an exercise price equal to the fair market value on
the date of grant and generally vest over a three or four year period. Effective January 1, 2006,
we recognized compensation expense ratably over the vesting period, net of estimated forfeitures.
As of March 31, 2010, there was approximately $148,500 of total unrecognized compensation cost
related to non-vested share-based compensation arrangements granted under the 2006 plan. This cost
is expected to be recognized over a remaining weighted-average vesting period of 1.29 years.
The 2006 Plan provides for the granting of options to purchase up to 5,510,000 shares of common
stock. 5,213,100 options have been exercised to date. There are 1,796,900 options outstanding
under the 2006 Plan.
Warrant activity during the three months ended March 31, 2010 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
|
|
|
|
|
Average
|
|
|
Grant-Date
|
|
|
Life
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Fair Value
|
|
|
(Years)
|
|
Warrants
outstanding at
January 1, 2010
|
|
|
3,085,000
|
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No warrant activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
outstanding at
March 31, 2010
|
|
|
3,085,000
|
|
|
|
0.83
|
|
|
|
0.10
|
|
|
|
6.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Plan activity during the three months ended March 31, 2010 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
|
|
|
|
|
Average
|
|
|
Grant-Date
|
|
|
Life
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Fair Value
|
|
|
(Years)
|
|
Options outstanding
at January 1, 2010
|
|
|
1,796,000
|
|
|
$
|
0.01
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No option activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding
at December 31,
2009
|
|
|
1,796,900
|
|
|
|
0.01
|
|
|
|
0.10
|
|
|
|
5.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-28
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
The fair value of warrants and options granted is estimated on the date of grant based on the
weighted-average assumptions in the table below. The assumption for the expected life is based on
evaluations of historical and expected exercise behavior. The risk-free interest rate is based on
the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the
expected life at the grant date. The historical stock volatility of the Companys common stock is
used as the basis for the volatility assumption.
|
|
|
|
|
|
|
|
|
|
|
Three Months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
Weighted average risk free rate
|
|
|
4.87
|
%
|
|
|
4.64
|
%
|
Average expected life in years
|
|
|
6.4
|
%
|
|
|
5.6
|
%
|
Expected dividends
|
|
None
|
|
None
|
Volatility
|
|
|
20.0
|
%
|
|
|
20.0
|
%
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
Note 6 Common Stock Issued
During the year ended December 31, 2009, the Company issued 500,000 common shares in exchange for
the asset acquisition of Jekyll Island Ventures Inc. by its wholly-owned subsidiary, Gotham
Innovation Labs Inc. Also, during the year ended December 31, 2009, options were exercised for
735,000 shares of common stock, valued at $.01 per share.
On December 2, 2009, the Company amended its certificate of incorporation to increase the number of
authorized common shares to 75,000,000.
Dividends may be paid on outstanding shares as declared by the Board of Directors from time to
time. Each share of common stock is entitled to one vote.
Note 7 Income Taxes
The tax provision at March 31 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
From operations:
|
|
|
|
|
|
|
|
|
Continuing operations:
|
|
|
|
|
|
|
|
|
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(100,482
|
)
|
|
$
|
|
|
State and local
|
|
|
(20,324
|
)
|
|
|
1,219
|
|
|
|
|
|
|
|
|
|
|
|
(120,806
|
)
|
|
|
1,219
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations
|
|
|
(120,806
|
)
|
|
|
1,219
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
|
180,603
|
|
|
|
|
|
State and local
|
|
|
39,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
|
|
|
|
|
State and local
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from discontinued operations
|
|
|
220,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
99,358
|
|
|
$
|
1,219
|
|
|
|
|
|
|
|
|
F-29
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
A reconciliation of the statutory federal income tax rate and the effective tax rate follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Statutory tax rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
Effect of
|
|
|
|
|
|
|
|
|
State income taxes, net of
|
|
|
|
|
|
|
|
|
Federal income tax benefit
|
|
|
5.3
|
%
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
39.5
|
%
|
|
|
39.5
|
%
|
|
|
|
|
|
|
|
The Company recognizes deferred tax assets and liabilities based on the future tax consequences of
events that have been included in the financial statements or tax returns. The differences relate
primarily to net operating loss carryovers and to deferred compensation. Deferred tax assets and
liabilities are calculated based on the difference between the financial reporting and tax bases of
assets and liabilities using the currently enacted tax rates in effect during the years in which
the differences are expected to reverse. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they relate.
The Companys provision for income taxes differs from applying the statutory U.S. federal income
tax rate to income before income taxes. The primary differences result from providing for state
income taxes and from deducting certain expenses for financial statement purposes but not for
federal income tax purposes.
In accordance with Statement of Financial Accounting Standards (FAS) No. 109, Accounting for
Income Taxes (FAS 109), a valuation allowance is established based on the future recoverability
of deferred tax assets. This assessment is based upon consideration of available positive and
negative evidence, which includes, among other things, the Companys most recent results of
operations and expected future profitability. Management has determined that no valuation
allowance related to deferred tax assets is necessary at March 31, 2010 and December 31, 2009.
The deferred tax assets included in assets from discontinued operations in the accompanying balance
sheets includes the following at March 31 and December 31, respectively:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Current:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
|
|
|
$
|
279,058
|
|
Non-current:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
|
|
|
|
98,750
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
377,808
|
|
|
|
|
|
|
|
|
In June 2006, the FASB issued Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109 (SFAS 109). This interpretation clarifies
the accounting for uncertainty in income taxes recognized in a companys financial statements in
accordance with SFAS 109, Accounting for Income Taxes. FIN 48 details how companies should
recognize, measure, present, and disclose uncertain tax positions that have been or are expected to
be taken. As such, financial statements will reflect expected future tax consequences of uncertain
tax positions presuming the taxing authorities full knowledge of the position and all relevant
facts. FIN 48 will not have a material impact on the financial statements of the Company.
F-30
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Note 8 Risks and Uncertainties
Contingency Payment Income Discontinued Operations
The discontinued operations of contingency payments received from Digi-Data is the Companys
primary source of income. Should Digi-Data not achieve sufficient vaulting revenue or continue to
exist, substantial doubt would be raised as to the Companys ability to continue to exist, as the
Company has no other source of revenue.
Uninsured Cash Balances
Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.
Note 9 Related Party Transactions
Notes Receivable Stockholders
The Company provided loans to a stockholder totaling $17,000 at March 31, 2010 and December 31,
2009. The loans bear interest at a rate of 6% and are due on December 31, 2010.
Accrued interest on the note was $252 and $0 for the three months ended March 31, 2010 and 2009,
respectively.
The Company provided advances to two stockholders and former officers totaling $198,281 and $79,281
as of December 31, 2008, against their respective deferred compensation balances. The advances to
the stockholders were collateralized with their common shares issued and outstanding of 5,470,000
shares each. The former officers repaid the advances to the Company during the year ended December
31, 2009.
Loans Payable Stockholders
Two stockholders of the Company who are also former stockholders of Jekyll provided advances to
Gotham for expenses totaling $2,504 at March 31, 2010 and December 31, 2009. The loans from the
stockholders do not bear interest and are payable on demand.
Note Payable Related Party
Gotham provided loans to an entity that is controlled by the officers of Gotham totaling $37,079 at
March 31, 2010. The note bears interest at a rate of 5.5% and is due on July 1, 2011.
Interest expense of $116 was charged to operations for the three months ended March 31, 2010.
Lease Commitment
iGambit Inc. entered into an operating lease for office space for a term of 12 months effective
June 1, 2009. Monthly rent under the lease is $2,600.
Gotham has an operating lease for office space renewable annually on October 16 at a monthly rent
of $5,500.
Rent expense of $24,300 was charged to operations for the three months ended March 31, 2010.
Note 10 Commitments and Contingencies
The Company provides accruals for all direct costs associated with the estimated resolution of
contingencies at the earliest date at which it is deemed probable that a liability has been
incurred and the amount of such liability can be reasonably estimated.
F-31
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
Note 11 Recent Accounting Pronouncements
In September 2009, the Company adopted Accounting Standards Codification (ASC) 105-10-05, which
provides for the Financial Accounting Standards Board Accounting Standards Codification (the
Codification) to become the single official source of authoritative, nongovernmental U.S. generally
accepted accounting principles (GAAP) to be applied by non-governmental entities in the preparation
of financial statements in conformity with GAAP. The Codification does not change GAAP, but
combines all authoritative standards into a comprehensive, topically organized online database. ASC
105-10-05 explicitly recognizes rules and interpretative releases of the Securities and Exchange
Commission (SEC) under Federal securities laws as authoritative GAAP for SEC registrants.
Subsequent revisions to GAAP will be incorporated into the Codification through Accounting
Standards Updates (ASU). ASC 105-10-05 is effective for interim and annual periods ending after
September 15, 2009, and was effective for the Company in the third quarter of 2009. The adoption of
ASC 105-10-05 impacted the Companys financial statement disclosures, as all references to
authoritative accounting literature were updated to and in accordance with the Codification.
In February 2009, the FASB issued an accounting standard now codified within ASC 805,
Business
Combinations
that amends the provisions related to the initial recognition and measurement,
subsequent measurement, and disclosure of assets and liabilities arising from contingencies in a
business combination. The standard applies to all assets acquired and liabilities assumed in a
business combination that arise from contingencies that would be within the scope of ASC 450,
Contingencies
, if not acquired or assumed in a business combination, except for assets or
liabilities arising from contingencies that are subject to specific guidance in ASC 805. The
standard applies prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December 15, 2008.
The adoption of the standard by the Company was effective January 1, 2009 and did not have an
impact on the Companys financial position and results of operations.
Effective January 1, 2008, the Company adopted the provisions of ASC Topic 820,
Fair Value
Measurements and Disclosures
. This pronouncement defines fair value, establishes a hierarchal
disclosure framework for measuring fair value, and requires expanded disclosures about fair value
measurements. The provisions of this statement apply to all financial instruments that are being
measured and reported on a fair value basis. Effective January 1, 2009, the Company adopted the
remaining provisions of ASC Topic 820 that were delayed by the issuance of ASC Section 820-10-55,
Fair Value Measurements and Disclosures: Overall: Implementation Guidance and Illustrations.
In April 2008, the FASB issued an accounting standard now codified within ASC 350,
Intangibles-Goodwill and Other
which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a recognized intangible
asset. Under this standard, entities estimating the useful life of a recognized intangible asset
must consider their historical experience in renewing or extending similar arrangements or, in the
absence of historical experience, must consider assumptions that market participants would use
about renewal or extension. The intent of the standard is to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash flows used to measure
the fair value of the asset. Adoption of the standard was effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years,
The Company adopted the standard on January 1, 2009. The Company does not expect the standard to
have a material impact on its accounting for future acquisitions of intangible assets.
In November 2008, the FASB issued an accounting now standard codified within ASC 350,
Intangibles-Goodwill and Other
that applies to defensive assets which are acquired intangible
assets which the acquirer does not intend to actively use, but intends to hold to prevent its
competitors from obtaining access to the asset. The standard clarifies that defensive intangible
assets are separately identifiable and should be accounted for as a separate unit of accounting in
accordance with guidance provided within ASC 805,
Business Combinations
and ASC 820,
Fair Value
Measurements and Disclosures
. The standard was effective for intangible assets acquired in fiscal
years beginning on or after December 15, 2008. The Company adopted this standard effective January
1, 2009 and will apply the provisions of this guidance to intangible assets acquired on or after
that date. The Company does not expect the standard to have a material impact on its accounting for
future acquisitions of intangible assets.
F-32
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
In April 2009, the FASB issued an accounting standard now codified within ASC 825,
Financial
Instruments
that requires disclosures about the fair value of financial instruments that are not
reflected in the consolidated balance sheets at fair value whenever summarized financial
information for interim reporting periods is presented. Entities are required to disclose the
methods and significant assumptions used to estimate the fair value of financial instruments and
describe changes in methods and significant assumptions, if any, during the period. The standard
was effective for interim reporting periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009.
In April 2009, the FASB issued an accounting standard now codified within ASC 820,
Fair Value
Measurements and Disclosures
, which provides guidance on determining fair value when there is no
active market or where the price inputs being used represent distressed sales, The standard
reaffirms the objective of fair value measurement, which is to reflect how much an asset would be
sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a
formerly active market has become inactive, as well as to determine fair values when markets have
become inactive. The standard is effective for interim and annual periods ending after June 15,
2009 and was adopted by the Company in the second quarter of 2009.
In May 2009, the FASB issued an accounting standard now codified within ASC 855,
Subsequent
Events
, which sets forth general standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued or are available to be
issued. It requires the disclosure of the date through which an entity has evaluated subsequent
events and the basis for that date, that is, whether that date represents the date the financial
statements were issued or were available to be issued. The standard was effective for interim or
annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of
2009. In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (ASU 2010-09)
Subsequent Events
(Topic 855):
Amendments to Certain Recognition and Disclosure Requirements
.
This ASU amends FASB Codification topic 855. The amendments in ASU 2010-09 removes the requirement
in ASC 855-10 for a SEC filer to disclose a date through which subsequent events have been
evaluated in both issued and revised financial statements. This ASU was effective upon issuance and
the Company adopted this ASU as of December 31, 2009. Except for the removal of disclosure
requirements in ASC 855-10, the adoption of this standard did not have a material impact on the
Companys consolidated financial statements.
In August 2009, the FASB issued ASU No. 2009-05,
Fair Value Measurements and Disclosures -
Measuring Liabilities at Fair Value
. The ASU provides additional guidance for the fair value
measurement of liabilities under ASC 820,
Fair Value Measurements and Disclosures
. The ASU provides
clarification that in circumstances in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value using certain
techniques. The ASU also clarifies that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs relating to the
existence of a restriction that prevents the transfer of a liability. It also clarifies that both a
quoted price in an active market for the identical liability at the measurement date and the quoted
price for the identical liability when traded as an asset in an active market when no adjustments
to the quoted price of the asset are required are Level fair value measurements. The Company
adopted the ASU in the fourth fiscal quarter of 2009.
The adoption of the pronouncements above did not have a material effect on the Companys financial
position or results of operations.
New Accounting Pronouncements Not Yet Effective
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements,
(amendments to ASC Topic 605, Revenue Recognition) (ASU 2009-13) and ASU 2009-14,
Certain
Arrangements that Include Software Elements, (amendments to ASC Topic 985, Software)
(ASU
2009-14). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated
selling prices of the delivered goods and services based on a selling price hierarchy. The
amendments eliminate the residual method of revenue allocation and require revenue to be allocated
using the relative selling price method. ASU 2009-14 removes tangible products from the scope of
software revenue guidance and provides guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the software revenue
guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15,2010, with early adoption permitted. The Company is
currently evaluating the impact of the adoption of these ASUs on its consolidated results of
operations or financial condition.
F-33
IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
In December 2009, the FASB issued ASU No. 2009-17,
Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities
, which amends ASC 810,
Consolidation
to
address the elimination of the concept of a qualifying special purpose entity. The standard also
replaces the quantitative-based risks and rewards calculation for determining which enterprise has
a controlling financial interest in a variable interest entity with an approach focused on
identifying which enterprise has the power to direct the activities of a variable interest entity
and the obligation to absorb losses of the entity or the right to receive benefits from the entity.
This standard also requires continuous reassessments of whether an enterprise is the primary
beneficiary of a VIE whereas previous accounting guidance required reconsideration of whether an
enterprise was the primary beneficiary of a VIE only when specific events had occurred. The
standard provides more timely and useful information about an enterprises involvement with a
variable interest entity and will be effective as of the beginning of interim and annual reporting
periods that begin after November 15, 2009, which for the Company would be January 1, 2010. The
Company does not expect the adoption of this standard to have a material effect on its consolidated
results of operations and financial condition.
In January 2010, the FASB issued ASU No. 2010-6,
Improving Disclosures About Fair Value
Measurements
, which provides amendments to ASC 820
Fair Value Measurements and Disclosures
,
including requiring reporting entities to make more robust disclosures about (1) the different
classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs
used, (3) the activity in Level 3 fair value measurements including information on purchases,
sales, issuances, and settlements on a gross basis and (4) the transfers between Levels 1, 2, and
3. The standard is effective for annual reporting periods beginning after December 15, 2009, except
for Level 3 reconciliation disclosures, which are effective for annual periods beginning after
December 15, 2010. The Company does not expect the adoption of this standard to have a material
impact on its consolidated financial statements.
The FASB updated ASC Topic 810,
Consolidations,
and ASC Topic 860,
Transfers and Servicing
, which
significantly changed the accounting for transfers of financial assets and the criteria for
determining whether to consolidate a variable interest entity (VIE). The update to ASC Topic 860
eliminates the qualifying special purpose entity (QSPE) concept, establishes conditions for
reporting a transfer of a portion of a financial asset as a sale, clarifies the financial asset
de-recognition criteria, revises how interests retained by the transferor in a sale of financial
assets initially are measured, and removes the guaranteed mortgage securitization
re-characterization provisions. The update to ASC Topic 810 requires reporting entities to evaluate
former QSPEs for consolidation, changes the approach to determining a VIEs primary beneficiary
from a mainly quantitative assessment to an exclusively qualitative assessment designed to identify
a controlling financial interest, and increases the frequency of required reassessments to
determine whether a company is the primary beneficiary of a VIE. The Company does not expect the
adoption of this standard to have a material impact on its consolidated financial statements.
F-34
Exhibit 10.2
BUSINESS ADVISORY AGREEMENT
This Agreement is made and entered into as of this 26th day of May 2009 (the Effective Date)
between iGambit, Inc. a Delaware corporation with its principal offices at 47 Mall Drive Commack,
NY 11725 (the Company) and Newbridge Securities Corporation, a Virginia corporation with its
principal offices at 1451 West Cypress Creek Road, Suite 204, Fort Lauderdale, FL 33309 (the
Advisor).
WHEREAS, the Company is seeking certain services and advice regarding the Companys business
and financing activities; and
WHEREAS, the Advisor is willing to furnish certain business and financial related advice and
services to the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1.
Purpose
. The Company hereby engages the Advisor on a non-exclusive basis for the
term specified in this agreement to render financial and business advisory consulting advice to the
Company as a financial advisor relating to financial and similar matters upon the terms and
conditions set forth herein.
2.
Representations of the Advisor
. The Advisor represents and warrants to the Company
that it is a member in good standing of the Financial Industry Regulatory Authority (FINRA) and
that it is engaged in the securities brokerage business; (b) in addition to its securities
brokerage business, the Advisor provides consulting advisory services; and (c) it is free to enter
into this Agreement and the services to be provided pursuant to this Agreement are not in conflict
with any other contractual or other obligation to which the Advisor is bound. The Company
acknowledges that the Advisor is in the securities business and may provide financial and business
consulting services and advice of the type contemplated by this Agreement to others, and that
nothing contained herein shall be construed to limit or restrict the Advisor in providing such
services or advice to others.
3.
Duties of the Advisor
. During the term of this Agreement, the Advisor will provide
the Company with consulting advice as specified below at the request of the Company, provided that
the Advisor shall not be required to undertake duties not reasonably within the scope of the
consulting advisory service in which the Advisor is engaged generally. In the performance of these
duties, the Advisor shall provide the Company with the benefits of its best judgment and efforts,
and the Advisor cannot and does not guarantee or promise that its efforts will have any impact on
the business of the Company or that any subsequent improvement will result from the efforts of the
Advisor. It is understood and acknowledged by the parties that the value of the Advisors advice
is not measurable in any quantitative manner, and that the amount of time spent rendering such
consulting advice shall be determined according to the Advisors discretion. The Advisors duties
may include, but will not necessarily be limited to, rendering the following services to the
Company:
(a) Study and review the business, operations, historical financial performance of the Company
(based upon information provided to the Advisor by management) so as to enable the Advisor to
provide advice to the Company;
(b) Assist the Company in attempting to formulate the optimum strategy to meet the Companys
working capital and capital resource needs during the term of this Agreement;
(c) Assist the Company in seeking to identify and evaluate potential merger and acquisition
candidates for the Company and, in appropriate instances, negotiate on the Companys behalf;
(d) Assist in the introduction of the Company to institutional or other capital financing
sources;
(e) Assist in the formulation of the terms and structure of any reasonable proposed equity or
debt financing or business transaction involving the Company;
(f) Newbridge, upon request, will seek out and recommend financial events (such as
conferences, seminars, etc...) in order for the Company to maximize its awareness to the financial
community and
(g) Newbridge, upon request, will assist the Company in appropriately positioning itself with
the financial community as to its sector and advantages to its peers.
4.
Term
. Subject to the termination provisions set forth in paragraph 16 hereof, the
term of this Agreement shall be for one (1) year commencing from the date of this Agreement (the
Term); provided, however, that this Agreement may be renewed or extended upon such terms and
conditions as may be mutually agreed upon by the parties hereto. This Agreement shall terminate,
however, in the event that the Advisor is no longer a member in good standing of FINRA.
5.
Advisory Fee
.
(a) As compensation for the services to be rendered by Advisor hereunder, Company
agrees to pay to Advisor a $5000 non-refundable retainer due upon the Effective Date and
$5000 per month, the first such payment to be due no later than thirty (30) days from the
Commencement Date and thereafter, on the same date for each month in which such a payment
is due, provider however that this agreement is not cancelled as per Sections 4, and 16.
(b) As additional compensation for the services to be rendered by Advisor hereunder, the
Company agrees to issue 500,000 shares of the Companys restricted common stock (the Shares) to
Advisor at a purchase price of $.50 per share;
2
(c) As additional compensation for the services to be rendered by Advisor hereunder the
Company also agrees to issue one or more warrants (each, a Warrant),
substantially in the form attached hereto as Exhibit A (the Warrant Agreement), to acquire
up to 1,500,000 shares of common stock (the Warrant Shares) in three (3) equal tranches of
500,000 shares with exercise prices of $.,65 $.80, and $1.15, respectively. Each Warrant will be
exercisable for a period of 7 years following the date of issuance of such Warrant;
(d) The Shares and Warrants and rights provided under Section 5(e) shall be deemed earned as
follows: 1/3
rd
, 12 months from the Effective Date, 1/3
rd
, 24 months from the
Effective Date and 1/3
rd
, 36 months from the Effective Date.
6.
Financing Fee and Right of First Refusal
.
(a) In the event the Advisor effects, underwrites or introduces a financing by offering or
selling any of the securities of the Company, in a private or public debt and/or equity
transaction, pursuant to which the Company obtains financing or other consideration, the Advisor
shall receive a Financing Fee in addition to the Advisory Fee and any other fee to be received
pursuant to this Agreement, which shall be mutually determined between the Company and the Advisor
at the time of any such Financing.
(b) For the Term of this Agreement and 18 months thereafter, the Company shall provide the
Advisor a right of first refusal to provide all public and/or private financings to the Company as
set forth in paragraph 10(d)
7.
Transaction Finders Fee
.
(a) In connection with any transaction (Transaction) consummated by the Company during the
period ending two years from the termination of this Agreement in which the Advisor during the term
of this Agreement introduced the other party (except for any party identified by the Company on a
schedule to be provided contemporaneously with the execution of this Agreement) to the Company, the
Company will pay to the Advisor a Transaction Fee (Transaction Fee) based on the aggregate
consideration received or to be paid by the Company in connection with such Transaction, and
computed as follows: (i) 6% of the first million dollars or part thereof; 5% of the next million
dollars or part thereof; 4% of the next million dollars or part thereof; 3% of the next million
dollars of part thereof and 2% of the balance of the value of the transaction, or (ii) as otherwise
mutually agreed to in writing by the parties (the formula can be increased). The Transaction Fee
will be payable in the same forms and proportions as the aggregate consideration disbursed or
received by the Company, unless otherwise mutually agreed to in writing by the parties.
(b) As used herein, the term aggregate consideration shall be deemed to be the total amount
disbursed or received by the Company (which shall be deemed to include amounts paid into escrow) in
connection with a Transaction.
(c) A Transaction Fee is payable in the event of and upon the closing of a Transaction;
provided, however, that if the aggregate consideration consists of or may be increased by future
payments or contingent payments related to future earnings or operations, the Company, in its
discretion, shall have the choice to either (i) pay that portion of the Transaction Fee at closing
based on the present value of any future and/or contingent payments calculated as at closing or
(ii) pay that portion of the Transaction Fee calculated and paid when and as such
future and/or contingent payments are made to the Company; provided further, however, that
even if the Company exercises its discretion under clause (ii) above, the entire Transaction Fee
due to the Advisor will be paid within twenty-four (24) months of the date this Agreement is
terminated, regardless of whether the Company has then received all payments that are to be made to
the Company in connection with the Transaction.
3
8.
Use of Name and Advice
. The Company agrees that any reference to Advisor in any
release, communication or other material is subject to Advisors prior written approval, which may
be given or withheld in its sole discretion and which will expire immediately upon Advisors
resignation or the termination of this Agreement. No statements made or advice rendered by Advisor
in connection with the services performed by Advisor pursuant to this Agreement will be quoted by,
nor will any such statements or advice be referred to, in any communication, whether written or
oral, prepared, issued or transmitted, directly or indirectly, by the Company without the prior
written authorization of Advisor, which may be given or withheld in its sole discretion, except to
the extent required by law (in which case the appropriate party shall so advise Advisor in writing
prior to such use and shall consult with Advisor with respect to the form and timing of
disclosure).
9.
Representations and Warranties of the Company
. Set forth on Exhibit C are the
representations and warranties of the Company.
10.
Covenants of the Company
. The Company covenants and agrees with Advisor that:
(a) During the Term of this Agreement, the Company will deliver to the Advisor:
(i) as soon as they are available, copies of all reports (financial or other) mailed to
shareholders;
(ii) as soon as they are available, copies of all reports and financial statements furnished
to or filed with the Commission, FINRA or any securities exchange;
(iii) every press release and every material news item or article of interest to the financial
community in respect of the Company or its affairs which was prepared and released by or on behalf
of the Company; and
(iv) any additional information of a public nature concerning the Company (and any future
subsidiaries) or its businesses which the Advisor may reasonably request.
(b) During the Term of this Agreement, the Company will provide to a designated representative
of Advisors investment banking team, a quarterly current client list and shareholder list, which
will be treated at all times as Confidential Information as defined in that certain
Confidentiality Agreement between the Company and the Advisor.
4
(c) During the Term of this Agreement, the Company will allow the Advisor to nominate an
observer to the Board of Directors of the Company. The choice of such person
shall be subject to the approval of the Company, which approval shall not unreasonably be
withheld. All out-of-pocket expenses incurred by that person shall be reimbursed by the Company
who will not receive compensation different from the other non-officer directors; provided,
however, that any single expense item in excess of $1,000 shall be pre-approved by the Company.
(d) During the Term of this Agreement and for a period of 18 months thereafter, the Company
will give the Advisor a right of first refusal to provide all future public and/or private
financings to the Company, provided that any such financings are made on terms and conditions at
least as favorable to the Company as is otherwise available to the Company from other sources.
11.
Costs and Expenses
. In addition to the fees payable hereunder, the Company shall
reimburse the Advisor, within five (5) business days of its request, for any and all reasonable
out-of-pocket expenses incurred in connection with the services performed by the Advisor under this
Agreement; provided, however, that any single expense item in excess of $1,000 shall be
pre-approved by the Company.
12.
Company Information
. The Company recognizes and confirms that, in advising the
Company and in fulfilling its engagement hereunder, the Advisor will use and rely on data, material
and other information furnished to the Advisor by the Company (the Company Information). The
Company acknowledges and agrees that in performing its services under this engagement, the Advisor
may rely upon the Company Information without independently verifying the accuracy, completeness or
veracity of same. The parties further acknowledge that the Advisor shall have no responsibility
for the accuracy of any statements to be made by Company management contained in press releases or
other communications, including, but not limited to, filings with the SEC and FINRA. In addition,
in the performance of its services, the Advisor may look to such others for factual information,
economic advice and/or research upon which to base its advice to the Company hereunder as the
Advisor shall in good faith deem appropriate.
13.
Indemnification
.
(a) The Company agrees to indemnify and hold harmless the Advisor, each person who controls
the Advisor within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange
Act of 1934, as amended, and the Advisors officers, directors, employees, accountants, attorneys
and agents (the Advisors Indemnitees) against any and all losses, claims, expenses, damages or
liabilities, joint or several, to which they or any of them may become subject (including the costs
of any investigation and all reasonable attorneys fees and costs) or incurred by them, to the
fullest extent lawful, in connection with any pending or threatened litigation, legal claim or
proceeding, whether or not resulting in any liability, arising out of or in connection with the
services rendered by the Advisor or any transactions in connection with this Agreement; provided,
however, that the Indemnitee agreement contained in this Section 12(a) shall not apply to any such
losses, claims, related expenses, damages or liabilities arising out of gross negligence, willful
misconduct or fraud of the Advisor, or a material breach of the Advisors representations and
warranties hereunder.
5
(b) The Advisor agrees to indemnify and hold harmless the Company and its officers, directors,
employees, accountants, attorneys and agents (the Companys Indemnitees) against any and all
losses, claims, expenses, damages or liabilities, joint or several, to which they or any of them
may become subject (including the costs of any investigation and all reasonable attorneys fees and
costs) or incurred by them, to the fullest extent lawful, in connection with any pending or
threatened litigation, legal claim or proceeding, whether or not resulting in any liability,
arising out of gross negligence, willful misconduct or fraud of the Advisor; provided, however,
that the Indemnitee agreement contained in this Section 12(b) shall not apply to any such losses,
claims, related expenses, damages or liabilities arising out of the gross negligence, willful
misconduct or fraud of the Company, or a material breach of the Companys representations and
warranties hereunder. In addition, Advisor and Advisors Indemnitees shall not have any liability
to the Company or Company Indemnitees in connection with the services rendered pursuant to the
Agreement except for any liability for claims, liabilities, losses or damages finally judicially
determined to have resulted solely as a result of the gross negligence or willful misconduct of
Advisor or Advisors Indemnitees. In no event shall Advisor or Advisors Indemnitees be
responsible for any special, indirect, punitive or consequential damages.
(c) Each Advisors Indemnitee or Companys Indemnitee, as the case may be (an Indemnified
Person), shall give prompt written notice to the Company or the Advisor, as appropriate (the
Indemnifying Party), after the receipt by such Indemnified Person of any written notice of the
commencement of any action, suit or proceeding for which such Indemnified Person will claim
indemnification or contribution pursuant to this Agreement. The Indemnifying Party shall have the
right, exercisable by giving written notice to an Indemnified Person within twenty (20) business
days after the receipt of written notice from such Indemnified Person of such commencement, to
assume, at its expense, the defense of any such action, suit or proceeding; provided, however, that
an Indemnified Person shall have the right to employ counsel in any such action, suit or
proceeding, and to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Party fails to
assume the defense of such action, suit or proceeding or fails to employ separate counsel
reasonably satisfactory to such Indemnified Person in any such action, suit or proceeding; or (ii)
the Indemnifying Party and such Indemnified Person shall have been advised by counsel that there
may be one or more defenses available to such Indemnified Person which are in conflict with,
different from or additional to those available to the Indemnifying Party, or another Indemnified
Person, as the case may be (in which case, if such Indemnified Person notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense of such action, suit
or proceeding on behalf of such Indemnified Person); it being understood, however, that the
Indemnifying Party shall not, in connection with any one such action or proceeding of separate but
substantially similar or related actions or proceedings arising out of the same general allegations
or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time acting for each Indemnified Person in any one
jurisdiction. The Indemnifying Party shall not settle or compromise or consent to the entry of any
judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or
proceeding in which any Indemnified Person is a party and as to which indemnification or
contribution has been sought by such Indemnified Person hereunder, unless such Indemnified Person
has given its prior written consent or the
settlement, compromise, consent or termination includes an express unconditional release of
such Indemnified Person, satisfactory in form and substance to such Indemnified Person, from all
losses, claims, damages or liabilities arising out of such action, claim, suit or proceeding.
6
(d) If for any reason the Indemnitee provided for in this Section 12 is unavailable to an
Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Indemnifying
Party, to the fullest extent permitted by law, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such claims, liabilities, losses, damages or expenses in
such proportion as its appropriate to reflect (i) the relative benefits received by the Company on
one hand and by the Advisor on the other, from the transaction or proposed transaction under this
Agreement and (ii) the relative fault of the Company and the Advisor, as well as any relevant
equitable considerations. The relative fault of the Company on the one hand and the Advisor on the
other shall be determined by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Advisor. The Indemnitee, contribution and expense
reimbursement obligations set forth herein (i) shall be in addition to any liability an
Indemnifying Party may have to any Indemnified Person at common law of otherwise, (ii) shall
survive the termination of this Agreement, (iii) shall apply to any modification of this Agreement
and shall remain in full force and effect following the completion or termination of the Agreement,
(iv) shall remain operative and in full force and effect regardless of any investigation made by or
on behalf of the Advisor or any other Indemnified Person, and (v) shall be binding on any successor
or assign of the Company or the Advisor and the respective successors or assigns to all or
substantially all of the Companys or the Advisors business and assets.
(e) In the performance of its services, the Advisor shall be obligated to act only in good
faith, and shall not be liable to the Company for errors in judgment that are not the result of
gross negligence or willful misconduct.
14.
Use of Advice by the Company
. The Company acknowledges that all opinions and
advice (written or oral) given by the Advisor to the Company in connection with the engagement of
the Advisor are intended solely for the benefit and use of the Company in considering the matters
to which they relate, and the Company agrees that no person or entity other than the Company and
its Board of Directors shall be entitled to make, use or rely upon the advice of the Advisor to be
given hereunder, and no such opinion or advice shall be used for any other purpose, or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any purpose, not may the
Company make any public references to the Advisor, or use the Advisors name in any reports or
releases of the Company without the Advisors prior written consent.
The Company acknowledges that the Advisor makes no representations or commitment whatsoever as
to making a market in the Companys securities or recommending or advising its clients, or any
other persons, to purchase the Companys securities. Research reports or corporate business
reports that may be prepared by the Advisor will, when and if prepared, be done solely on the
merits and the judgment and analysis of the Advisor or any of its senior personnel.
7
15.
The Advisor as an Independent Contractor
. The Advisor shall perform its services
hereunder as an independent contractor and not as an employee of the Company or an affiliate
thereof. It is expressly understood and agreed to by the parties hereto that the Advisor shall
have no authority to act for, represent or bind the Company or any affiliate thereof, in any
manner, except as may be agreed to expressly by the Company in writing from time to time.
16.
Termination
. This Agreement may be terminated by either party upon thirty (30)
days written notice; provided, however, that all compensation (including any amounts to become due
on account of a Financing Fee or Transaction Fee) due or to become due after the effective date of
such termination shall be unaffected by such termination. Unless otherwise specifically provided,
termination of this Agreement shall not affect the Advisors rights under the Warrant Agreement (as
set forth in paragraph 5 hereof).
17.
Representations, Warranties and Agreements to Survive
. The respective
indemnities, agreements, representations, warranties and other statements of the Company and the
Advisor set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Advisor, the Company, or any of their
respective officers or directors.
18.
Notices
.
All communications hereunder will be in writing and, except as otherwise
expressly provided herein, sent by overnight mail, to the Company at: IGambit, Inc. 47 Mall Drive
Commack, NY 11725 Attn: John Salerno and to the Advisor at: Newbridge Securities Corporation, 1451
West Cypress Creek Road, Suite 204, Fort Lauderdale, FL 33309, Attn: Douglas K. Aguililla
19.
Parties in Interest
. This Agreement is made solely for the benefit of the Advisor
and the Company, and their respective controlling persons, directors and officers, and their
respective successors, assigns, executors and administrators. No other person shall acquire or
have any right under or by virtue of this Agreement.
20.
Headings
. The section headings in this Agreement have been inserted as a matter
of convenience of reference and are not a part of this Agreement.
21.
Applicable Law; Venue and Jurisdiction
.
This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving effect to conflict of
law principles. Any action arising out of this agreement shall be brought exclusively in a court
of competent jurisdiction located in Broward County, Florida, and the parties hereby irrevocably
submit to the personal jurisdiction of such courts, and waive any objection they now or hereafter
may have to the laying of venue in such courts.
22.
Integration
. This Agreement constitutes the entire agreement and understanding of
the parties hereto, and supersedes any and all previous agreements and understandings, whether oral
or written, between the parties with respect to the matters set forth herein. No provision of this
Agreement may be amended, modified or waived, except in a writing signed by all of the parties
hereto.
23.
Counterparts
.
This Agreement may be executed in any number of counterparts, each
of which together shall constitute one and the same instrument.
8
24.
Authority
. This Agreement has been duly authorized, executed and delivered by and
on behalf of the Company and the Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of
the day and year first above written.
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THE COMPANY
iGambit, Inc.
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By:
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/s/ John Salerno
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John Salerno
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Chairman, CEO
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THE ADVISOR
Newbridge Securities Corporation
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By:
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/s/ Douglas K. Aguililla
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Douglas K. Aguililla
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Director of Investment Banking
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9
EXHIBIT C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Advisor as follows:
(a) The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the state of its incorporation, with full corporate power and authority
to own its properties and conduct its business and is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which the nature of its business or the
character or location of its properties requires such qualification, except where the failure to so
qualify would not have a material adverse effect on the business, properties or operations of the
Company and its subsidiaries as a whole.
(b) The Company has full legal right, power and authority to enter into this Agreement, and to
consummate the transactions provided for herein, and this Agreement, when executed by the Company,
will constitute a valid and binding agreement, enforceable in accordance with its terms (except as
the enforceability thereof may be limited by bankruptcy or other similar laws affecting the rights
of creditors generally or by general equitable principles and except as the enforcement of
indemnification provisions may be limited by federal or state securities laws).
(c) Except as disclosed in the Companys public filings or on the Disclosure Schedule attached
hereto (Disclosure Schedule), the Company is not in violation of its articles of incorporation or
bylaws or in default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material bond, debenture, note or other evidence of
indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint
venture, partnership or other agreement or instrument to which the Company is a party or by which
it may be bound or is not in material violation of any law, order, rule, regulation, writ,
injunction or decree of any governmental instrumentality or court, domestic or foreign; and the
execution and delivery of this Agreement and the consummation of the transactions contemplated
therein and will not conflict with, or result in a material breach of any of the terms, conditions
or provisions of, or constitute a material default under, or result in the imposition of any
material lien, charge or encumbrance upon any of the property or assets of the Company pursuant to,
any material bond, debenture, note or other evidence of indebtedness or any material contract,
indenture, mortgage, loan agreement, lease, joint venture, partnership or other agreement or
instrument to which the Company is a party nor will such action result in the material violation by
the Company of any of the provisions of its articles of incorporation or bylaws or any law, order,
rule, regulation, writ, injunction, decree of any government, governmental instrumentality or
court, domestic or foreign, except where such violation will not have a material adverse effect on
the financial condition of the Company.
(d) The authorized, issued and outstanding capital stock of the Company is as disclosed in
writing to the Advisor and all of the shares of issued and outstanding capital stock of the Company
set forth therein have been duly authorized, validly issued and are fully paid and nonassessable;
the holders thereof do not have any rights of rescission with respect therefor and are not subject
to personal liability for any obligations of the Company by reason of being
stockholders under the laws of the State in which the Company is incorporated; and none of
such outstanding capital stock is subject to or was issued in violation of any preemptive or
similar rights of any stockholder of the Company.
C-1
(e) Except as disclosed in the Companys public filings or on the Disclosure Schedule, the
Company is not a party to or bound by any instrument, agreement or other arrangement providing for
it to issue any capital stock, rights, warrants, options or other securities, except for this
Agreement and as disclosed in writing to the Advisor. Upon the issuance and delivery pursuant to
the terms hereof of any securities to the Advisor, the Advisor will acquire good and marketable
title to such securities free and clear of any lien, charge, claim, encumbrance, pledge, security
interest, defect or other restriction of any kind whatsoever other than restrictions as may be
imposed under the securities laws.
(f) Except as disclosed in the Companys public filings or on the Disclosure Schedule, the
Company has good and marketable title to all of its properties and assets as owned by it, free and
clear of all liens, charges, encumbrances or restrictions, except as disclosed in writing to the
Advisor or which are not materially significant or important in relation to its business or which
have been incurred in the ordinary course of business.
(g) The financial information contained in the Companys public filings fairly presents the
financial position and results of operations of the Company at the respective dates and for the
respective periods to which they apply. Said information has been prepared in accordance with
generally accepted accounting principles applied on a basis which is consistent in all material
respects during the periods involved, except in the case of unaudited financial statements normal
recurring adjustments.
(h) There has been no material adverse change or material development involving a prospective
adverse change in the condition, financial or otherwise, or in the prospects, value, operation,
properties, business or results of operations of the Company whether or not arising in the ordinary
course of business.
(i) To the knowledge of the Company, except as disclosed in the Companys public filings or on
the Disclosure Schedule, there is no pending or threatened, action, suit or proceeding to which the
Company is a party before or by any court or governmental agency or body, which might result in any
material adverse change in the financial condition or business of the Company as a whole or might
materially and adversely affect the properties or assets of the Company as a whole nor are there
any actions, suits or proceedings against the Company related to environmental matters or related
to discrimination on the basis of age, sex, religion or race which might be expected to materially
and adversely affect the conduct of the business, property, operations, financial condition or
earnings of the Company as a whole; and no labor disturbance by the employees of the Company exists
or is, to the knowledge of the Company, imminent which might be expected to materially and
adversely affect the conduct of the business, property, operations, financial condition or earnings
of the Company as a whole.
(j) Except as disclosed in the Companys public filings or on the Disclosure Schedule, the
Company has properly prepared and filed all necessary federal, state, local and foreign income and
franchise tax returns, has paid all taxes shown as due thereon, has established
adequate reserves for such taxes which are not yet due and payable, and does not have any tax
deficiency or claims outstanding, proposed or assessed against it.
C-2
(k) The Company has sufficient licenses, permits, right to use trade or service marks and
other governmental authorizations currently required for the conduct of its business as now being
conducted and the Company is in all material respects complying therewith. To its knowledge, none
of the activities or businesses of the Company are in material violation of, or cause the Company
to materially violate any law, rule, regulations, or order of the United States, any state, county
or locality, or of any agency or body of the United States or of any state, county or locality.
(l) The Company knows of no outstanding claims for services either in the nature of a finders
fee, brokerage fee or otherwise with respect to this Agreement for which the Company or the Advisor
may be responsible.
(m) The Company has its property adequately insured against loss or damage.
(n) To the best of the Companys knowledge it has generally enjoyed a satisfactory
employer-employee relationship with its employees and, to the best of its knowledge, is in
substantial compliance in all material respects with all federal, state, local, and foreign laws
and regulations respecting employment and employment practices, terms and conditions of employment
and wages and hours.
(o) Except as disclosed in the Companys public filings or on the Disclosure Schedule, no
officer or director of the Company, holder of 5% or more of securities of the Company or any
affiliate of any of the foregoing persons or entities has or has had, either directly or
indirectly, (i) an interest in any person or entity which (A) furnishes or sells services or
products which are furnished or sold or are proposed to be furnished or sold by the Company, or (B)
purchases from or sells or furnishes to the Company any goods or services, or (ii) a beneficiary
interest in any contract or agreement to which the Company is a party or by which it may be bound
or affected.
(p) The minute books of the Company have been made available to the Advisor and contain a
complete summary of all meetings and actions of the directors and stockholders of the Company,
since the time of its incorporation and reflect all transactions referred to in such minutes
accurately in all respects.
(q) Except as disclosed in the Companys public filings or on the Disclosure Schedule, no
holders of any securities of the Company or of any options, warrants or other convertible or
exchangeable securities of the Company have the right to include any securities issued by the
Company in any registration statement to be filed by the Company or to require the Company to file
a registration statement under the Act and no person or entity holds any anti-dilution rights with
respect to any securities of the Company.
C-3