FINANCIAL STATEMENTS Un-Audited Management Statements For 3 Months Ending December 31, 2009.

Transcription

1 FINANCIAL STATEMENTS Un-Audited Management Statements For 3 Months Ending December 31, GoIP Global, Inc 381 Park Ave South New York, New York

2 CERTIFICATION OF THE EXECUTIVE OFFICER I, Isaac Sutton, CEO of, hereby certify that the financial statements filed herewith and any notes thereto, fairly present, in all material respects the financial position of and the results of operations and cash-flows for the periods presented in conformity with accounting principles generally accepted in the United States, consistently applied. Isaac Sutton, CEO February 7,

3 INDEX TO FINANCIAL STATEMENTS Un-audited Management Statements Page Balance Sheet as of December 31, Statements of Operations for the Three Months ended December 31, Statements of Cash Flows for the Three Months ended December 31, Statements Stockholders Equity. 7-8 Notes to Financial Statements

4 BALANCE SHEET As of December 31, 2009 (Unaudited) ASSETS Current Assets Cash Total Current Assets $ 4,987 $ 4,987 Other Assets Escrow Conversion Shares Monarc Corporation Total Other Assets $ 42,295 $ 195,424 $ 237,719 Total Assets $ 242,706 LIABILITIES AND STOCKHOLDERS DEFICIT Current Liabilities Accounts payable and accrued expenses Due to officer Loans payable Accrued Consulting Fees Convertible notes payable Total Current Liabilities $ 109,491 $ 381,692 $ 138,000 $ 199,182 $ 305,515 $1,133,882 Preferred stock, $.001 par value; 10,000,000 Authorized Series A issued and outstanding Series B issued and outstanding Series C issued and outstanding Common stock, $.001 par value, 980,000,000 Authorized; 912,438,180 shares issued and outstanding, Additional paid-in-capital Retained deficit Total stockholders deficit 912,438 1,965,723 (3,770,036 ( 891,175) Total Liabilities and Stockholders Deficit $ 242,706 The accompanying notes are an integral part of these consolidated financial statements 4

5 STATEMENT OF INCOME For The Three Months Ended December 31, 2009 Un-Audited Operating Expenses Professional Fees $ 125,342 Stock Compensation 10,000 General & Administrative 83,385 Total Operating Expenses 218,727 Loss from Operations (218,727) Gain From Debt Forgiveness (1829) Other Expenses Interest Expense 555 Other Expense Total Other Expenses (1,273) Net Loss $ (217,454) The accompanying notes are an integral part of these consolidated financial statements 5

6 STATEMENT OF CASH FLOWS For The Three Months Ended December 31, 2009 (Unaudited) Cash Flow From Operating Activities: Net Loss $ (217,454) Adjustments to reconcile net loss to cash used in operating activities: Stock issued for services 10,000 Decrease in accounts payable and accrued (24,951) expenses Decrease in Due to Officer (53,670) Decrease in accrued salaries and taxes (21,230) Net Cash Used in Operating actions 307,305 Cash Flow From Activities: Sale of stock 251,500 Net Cash from Activities (55,805) Net Decrease In Cash (55,805) Cash, Beginning of Period 60,792 Cash, End of Period 4,987 The accompanying notes are an integral part of these consolidated financial statements 6

7 STATEMENTS OF STOCKHOLDERS EQUITY (Un-Audited) Common Stock Preferred Stock Additional Paid-in Shares Amount Shares Amount Capital Balance Sept 30, ,000 $ $49,950 Balance Sept 30, ,000 Issuance of shares for services 5, ,995 Issuance of shares in merger 50, ,950 Balance Sept 30, , ,895 Issuance of shares for services 2, ,298 Issuance of shares for cash 1, ,998 Balance Sept 30, , ,191 Issuance of shares for services 12, ,487 Issuance of shares for cash 79, ,421 Conversion of shares to preferred (25,000) (25) 50, (25) Issuance of shares for debt 15, , ,885 Balance Sept 30, , , ,746,959 Shares issued for debt 123, ,127 Issuance of shares for cash 85, ,165 Conversion of preferred B 100, (100,000) (100) - Issuance of shares for services 7,500 8 (8) Conversion of stock to notes payable (22,695) (23) (131,336) Conversion of preferred A 4,500,000 4,500 (45,000) (45) (4,455) Shares for services 400, ,600 Shares issued for debt 500, ,500 Conversion of stock to debt (18,350) (18) (152,481) Balance Sept 30, ,865,841 $5,866 5,000 $5 $1,747,071 Shares issued for debt 147,500, ,500-8,000 Issuance of shares for cash 145,786, , ,455 Conversion to Preferred -25,000,000-25, ,000 $520 24,480 Issuance of shares for services 5,000,000 5,000 36,000 Shares issued for Acquisition 130,000, ,000 Shares placed in escrow 500,000, ,000 Balance Sept 30, ,152,401 $909, ,000 $525 1,986,006 Shares issued for debt 76,156,467 76,568 Issuance of shares for cash 280,517, ,517-29,017 Conversion to Preferred -83,387,470-83, ,000 $175 7

8 Issuance of shares for services 10,000,000 10,000 Shares placed in escrow -280,000, ,000 Balance Dec 31, ,438,180 $912, ,000 $700 1,965,723 The accompanying notes are an integral part of these consolidated financial statements 8

9 NOTES TO FINANCIAL STATEMENTS September 30, 2009 (Unaudited) NOTE 1 Organization and Summary of Significant Accounting Policies Nature of Business ( GoIP or the Company ) was incorporated on May 8, 2003 as E Education Network, Inc. under the laws of the State of Nevada. On August 10, 2005, the Company s name was changed to In July 2005, E Education Network, Inc. (EEN) merged with (GOIP) pursuant to an Agreement to Exchange Stock dated July 15, 2005 by and between the parties. (the Merger Agreement ). Under terms of the Merger Agreement, GoIP exchanged all of its issued and outstanding shares for 10,000,000 shares of the Company. After the merger, the Company owned 50% of the outstanding common stock of the combined entity and became the surviving corporation to the merger. The merger has been accounted for as a reverse acquisition under the purchase method for business combinations. Accordingly, the combination of the two companies is recorded as a recapitalization of GoIP to which GoIP is treated as the continuing entity. On August 10, 2005, the Company amended its articles of incorporation to change the name of the Company to In June 2007 GoIP Florida, Inc. was incorporated as a fully owned subsidiary to handle the back office implementation and administration for GoIP s business. This subsidiary was closed and all operations discontinued in December In September 2009 the Company completed its acquisition of EE Global, Inc a Canadian Company with holdings in Canada and China. 130,000,000 shares have been issued in escrow pending verification of ongoing financial disclosures. In December EE Global was sold to Monarh Corporation for 1.5 billion shares on Monach stock. GoIP Global offers a range of services, solutions and tools for brands, agencies, content providers, online portals, entertainment and media companies. GoIP has both creative experience and the technical knowledge to connect mobile marketers with their audiences by means of interactive campaigns and mobile content distribution. GoIP Global offers brand and content customers great flexibility in creating mobile marketing campaigns and applications. Revenue Recognition The Company did not realize any revenues for the 3 month period, ending December 31, Cash and Cash Equivalents 9

10 For the purposes of the statements of cash flows, the Company considers all highly liquid investment instruments purchased with a maturity of three months or less to be cash equivalents. Property and Equipment Property, equipment and leasehold improvements are stated at cost. Depreciation is being provided on the straight-line method over the estimated useful lives of the assets (generally five to ten years). Amortization of leasehold improvements is being provided on the straightline method over the various lease terms or estimated useful lives, if shorter. Earnings per Common Share The Company complies with SFAS No. 128, Earnings Per Share". SFAS No. 128 requires dual presentation of basic and diluted earnings per share far all periods presented. Basic earnings per share excludes dilution and is computed by dividing the earnings applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution #at could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Stock-Based Compensation Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ( SFAS 123 ), encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the estimated fair value of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. The Company has adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148, which require pro forma disclosures of net income and earnings per share as if the fair value method of accounting had been applied. Fair Value of Financial Instruments The carrying amount reported in the consolidated balance sheets for cash, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of the financial instruments. Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates and assumptions. 10

11 NOTE 2 Summary of Recent Pronouncements In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation -Transition and Disclosure. Statement 148 provides alternative methods of transition to Statement 123's fair value method of accounting for stock-based employee compensation. It also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. Statement 148's amendment of the transition and annual disclosure requirements of Statement's 123 are effective for fiscal years ending after December 15, Statement 148's amendment of the disclosure requirements of Opinion 28 is effective for interim periods beginning after December In December 2002, the Emerging Issues Task Force issued a consensus on Issue No , "Revenue Arrangements with Multiple Deliverables (EITF 00-21). EITF mandates how to identify whether goods or services or both are delivered separately in a bundled sales or licensing arrangement should be accounted for as separate units of accounting. The consensus is effective for revenue arrangements entered into in reporting periods beginning after June 15, The adoption of ElTF did not have a significant effect on our financial position or results of operations. In January 2003, the Financial Accounting Standards Board issued Interpretation No, 46, "Consolidation of Variable Interest Entities," ("FIN 46"). The interpretation provides guidance for determining when a primary beneficiary should consolidate a variable interest entity or equivalent structure that functions to support the activities of the primary beneficiary. The interpretation is effective as of the beginning of the first interim or annual reporting period beginning after June 15, 2003, for variable interest entities created before February 1, The adoption of this statement is not expected to impact our financial position, results of operations or cash flows. In April 2003, the FASB issued SFAS Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No Accounting for Derivative instruments and Hedging Activities. This Statement is effective for contracts entered into or modified after June 30, 2003, except for certain hedging relationships designated after June 30, Most provisions of this Statement should be applied prospectively. The Company does not expect the adoption of SFAS No. 149 to have a material impact on its financial statements. In May 2003, FASB issued SFAS Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial 11

12 instrument that is within its scope as a liability (or an asset in same circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities, if applicable. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. The Company does not expect the adoption of SFAS No. 150 to have a material impact on its financial statements. NOTE 3 -Going Concern The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a working capital deficiency of $891,175 and has an accumulated deficit of $3,770,035 at December 31, Additionally, for the year ended December 31, the Company used cash in operations of $307,305. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is taking steps to address this situation. The Company is in the process of raising and capital and or debit, implementing its business plan and expects to generate sufficient revenue by the second quarter of 2010 to be positive cash flow. Management expects operations to generate negative cash flow at least through March 2010 and the Company does not have existing capital resources or credit lines available that are sufficient to fund operations and capital requirements are presently planned over the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company s ability to further implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect. NOTE 4 Income Taxes Current income taxes are computed at statutory rates on pretax income. At September 30, 2009, the Company had elected to carry forward net operating losses for federal and state income tax purposes of approximately $3,770,035 that are available to reduce future taxable income through September 30, As utilization of such operating losses for tax purposes is not assured, the deferred tax asset has been fully reserved through the recording of a 100% valuation allowance. These operating losses may be limited to the extent an ownership change, as defined under section 382 of the Internal Revenue Code, occurs. NOTE 5 Loans Payable The Company has borrowed funds from affiliated companies and or shareholders on an informal basis. All monies are due on demand and do not bear interest. As of December 31, 2009 the company owed $138,

13 NOTE 6 Due To Officer At December 31, the Company owed its CEO $381,692 advances made to the Company for working capital purposes. The amounts due to officer are non-interest bearing and are payable on demand. During the fiscal year Mr. Sutton converted $25,000 which was due him to common shares. NOTE 7 Commitments and Contingencies In March 2006, the Company entered into an employment agreement with Isaac H. Sutton, to serve as Chief Executive Officer of the Company. The term of the employment agreement commences as of April 1, 2006 and expires on December 31, The employment agreement provides for an annual salary of $240,000 together with annual increases of at least 10% per annum. In addition, Mr. Sutton shall receive as additional compensation.75% of the Company's gross revenues in excess of $20,000,000. The employment agreement provides that Mr. Sutton is eligible to receive incentive bonus compensation, at the discretion of the board of directors. The employment agreement provides for termination based on death, disability or other termination and for severance payments upon termination. The severance payments range from the compensation payable pursuant to the agreement or up to two times the annual compensation over sixty months in the event that Mr. Sutton is terminated in the event of a change in control as described in the agreement. Pursuant to the employment agreement Mr. Sutton was granted the option to purchase up to 5,000,000 shares of common stock at an exercise of $1.00, exercisable up to one year after the expiration of the employment agreement. NOTE 8 Stockholders Equity Common Stock The Company has 980,000,000 Shares of Common Stock Authorized. As of December 31, 2009, there were 912,438,180 Shares Issued and Outstanding. The Par Value of the Company s Common Stock is $.001 Per Share. During the current period the Company sold 280,517,482 shares of common stock to three (3) Shareholders for consideration of $251,500, pursuant to Federal and State Exemptions from Registration. During the current fiscal year the company issued 76,156,467 shares of common stock to convert $76,568 of debt due. During the current period, the Company issued a combined 10,000,000 shares of common stock for services valued at $10,000. Preferred Stock The Company has 10,000,000 Shares of Preferred Stock Authorized. As of December 31, 2009 the Company allocated 100,000 Shares for Series A Preferred, 100,000 Shares for Series B Preferred and 500,000 Shares for Preferred Series C. The Par Value of the Company s Preferred is $.001 Per Share. 13

14 Series A As of December 31, 2009 there are 100,000 shares issued and outstanding to Isaac H. Sutton, the Company s CEO. The Series A Preferred has the following designations: 1. Convertible at option of holder; 1 Preferred to 100 Common Shares. 2. In the event of reorganization this Class of Preferred will not be affected any such capital reorganization. 3. Voting the holder of this Series of Preferred shall be entitled to elect the majority of the members of the Board of Directors. Series B As of December 31, 2009 there are 100,000 shares issued and outstanding to Isaac H Sutton the Company s CEO. The Series B Preferred may be converted on holder s demand to common stock at 1 preferred share to 200 common shares. Series C As of December 31, 2009 there are 500,000 shares issued and outstanding to Isaac H Sutton, the Company s CEO. The Series C preferred has the following designations: 1. Convertible at option of holder; 1 Preferred to 10 Common Shares. 2. In the event of reorganization this Class of Preferred will not be affected any such capital reorganization. 3. Voting the holder of this Series of Preferred shall be entitled to vote 1 Preferred Shares for 5000 votes. ` Options - The Company has awarded Isaac H. Sutton, the Company s CEO as part of his Employment Agreement 5,000,000 Shares of Common Stock at an option price of $1.00. The options are fully vested and expire December 31,