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[March 09, 2014]
EMPIRICAL VENTURES, INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Edgar Glimpses Via Acquire Media NewsEdge) FORWARD-LOOKING STATEMENTS This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
We are a development stage company. Originally our plan was to commercialize a travel and tourism management program and related software applications. We have since ceased development stages for our software application and infrastructure build out due to the obsolescence and being cost prohibitive of the initial software application and have not as yet engaged in revenue producing activities. We are currently seeking new business opportunities and have earned no revenues to date.
Corporate Background Empirical Ventures, Inc. is a corporation formed under the laws of the State of Nevada on April 14, 2004, whose principal executive offices are located in Bellevue Washington. Originally, our principal business was the further development, and future production, marketing and sales via the Internet of a software product called Darrwin. We are currently seeking new business opportunities and have earned no revenues to date.
Recent Corporate Developments Subsequent to March 31, 2011 On November 28, 2013 we entered into a Memorandum of Understanding with Pstech Corporation to obtain an exclusive license for the use of Psitech's proprietary Mobile Marketing Platform called Go-Page, in North America.
On February 11, 2014, we entered into a exclusive license agreement with PsiTech Corporation for the use of Psitech's proprietary Mobile Marketing Platform called Go-Page, in North America (the "License Agreement"). In consideration of the licenses granted and other undertakings by Licensor hereunder, Licensee shall pay Licensor a License Fee in the amount of two hundred thousand dollars (US$200,000) ("License Fee"). The License Fee shall be due and payable as follows: $50,000 upon signing the Memorandum of Understanding ("MOU") between the Parties (provided, however, that Licensor hereby acknowledges receipt of this portion of the License Fee);$50,000 upon signing of the License Agreement; and $100,000 upon on or before March 28, 2014. To date, we have paid $100,000 of these obligations.
4 -------------------------------------------------------------------------------- The License Fees are non-cancellable and non-refundable. In addition to the License Fee payable in accordance with, Licensee shall pay a royalty ("Royalty") to Licensor according to the following schedule ("Royalty Schedule"): Subscribers: Royalty Payable as Percentage of Gross Revenue 0 - 5000 6.25% 5001 - 7500 6.75% 7501 - 10,000 7.00% 10,001 - 15,000 8.00% 15,001 - 20,000 8.50% 20,001 - 25,000 9.25% 25,001+ 9.75% Reports and Payment Not later than the fifteenth (15th) calendar day of each calendar quarter (or the first business day thereafter), Licensee shall deliver to Licensor (i) a report accurately showing Gross Revenues of the Licensee for the previous quarter, the number of Subscribers on the last day of such previous quarter and the amount of Royalties due thereon, and (ii) payment of the Royalties payable for such previous quarterly based on the Subscriber information as reflected in the report. All payments under this Agreement shall be made in US dollars.
The License Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing conditions.
Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability.
The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.
About Go-Page The following information has been provided by PsiTech Corporation ("PsiTech").
PsiTech management has extensive experience in developing in cloud computing technologies, and has gained a deep understanding working with a wide range of enterprises and small businesses to understand the technological marketing needs and challenges they face. PsiTech found that that the average small business owner values and budgets for advertising and promotions through direct mail, media, yellow page listings and that most had a personal social listing but not any kind of online business presence because they do not have either the time or the technical skills to build and manage a website.
Go-Page is a mobile device friendly page that displays specifically for small screens. Owners of the website administer their go-page on gopage.com (which website is expressly not incorporated by reference to this filing) to their liking, where they can offer daily deals coupons and incentives.
Go-Page provides business analytics to track and offer statistical and retail data so that the website owner doesn't have to. It is an enhancement offering to their customers, analogous to a Facebook or Twitter link. Facebook feeds them social status, Go-Page will feed them relevant locale-data.
It appears that today's consumers are becoming more present-centered, they are very interested in immediate gratification, and are focused on what is going to benefit them right now.
Mobile applications require a completely different approach, as it is a completely new format of spatially and contextually driven communications - a new marketing language, serving relevant, congruent information to consumers based on where they are and what they're doing.
5 -------------------------------------------------------------------------------- Consumers are looking for specific information or are making quick-decision purchases. Mobile sites and landing pages must provide simple and direct-response functionality - such as click-to-call features and only the most relevant information Effective mobile optimization of websites and "responsive" design, is more than shrinking a webpage down to the size of a smartphone screen. Consumers have an intimate and personal relationship with their devices. People are on the go, the structure of information needs to be entirely different with new properties for maximum user experience. Contextual relevance: The communication should be relevant to the place and the intended user response has to be appropriate given what the individual is likely doing in that place.
Communications should be simple, elegant and navigable at a glance. The communication should promote immediate consumer action. The goal is to reduce consumer friction to have the consumer do something of value to them right now, up to and including making a purchase…now.
Many of PsiTech's clients have inquired about PsiTech building a website for them so they could take advantage of online marketing programs like the daily deal offered by companies like Groupon. They were in need of a website but the process discouraged them; they informed PsiTech that they found that building a website through an online companies was often too complicated, expensive and confusing.
PsiTech has also discovered that the clients that did have websites were frustrated with their sites being outdated, no contact info, no social links, no special deal promotion capability, and no understanding of mobile optimization.
We recognized the need in the market and set out to create a "hub" webpage that had all their essential information in one page for SMB's to connect with customers and promote their business online. As online purchases and mobile purchases via tablets and smart-phones increase, SMB survival depends on being visible and found.
Empirical management believes that Go-Page is a new way to create a dynamic online web-presence to promote and increase sales for your business.
Go-Page is all about making webpage building a simple and enjoyable experience, accessible for everyone. Users don't need to deal with HTML coding or any of the technical aspects of hooking up the site to a domain and hosting. Go-Page is an affordable, easy-to-use, accessible and secure cloud-based web portal that provides SMBs (Server Message Block) with the power to develop and maintain professionally designed webpages or "Go-Pages". Go-Pages are search engine optimized (SEO) - visibility; and formatted for computers, smartphones and tablets - mobility. Server Message Block operates as an application-layer network protocol mainly used for providing shared access to files, printers, serial ports, and miscellaneous communications between nodes on a network. It also provides an authenticated inter-process communication mechanism.
The Business Opportunity How people find, gather and sort information has radically evolved in the last few years and is constantly changing. Almost all consumers now use online media when researching products or services in their local area.
The numbers of media sources consumers are using when shopping for products and services in their local area continue to grow. Yet, despite changes in consumer behavior only half of all small businesses have their own website and less than a quarter of those who do have social media links. Why? Management believes that there are two primary reasons for the current state. First is cost, measured in time and money; many small businesses simply cannot afford the high costs associated with the development and maintenance of their website. Secondly, many small and medium businesses do not have the internal skill set or aptitude to build and update a basic webpage. In order to grow, small and medium enterprise has a critical need to market their offerings to existing to current and prospective customers in a cost effective, efficient manner.
Traditional print advertising is costly and not as effective as it once was. A strong online presence is a must in today's highly competitive online marketplace. Without a visible, accessible webpage, small business risks losing customers to big business and more business savvy competitors.
6 -------------------------------------------------------------------------------- Intellectual Property To date, we have not been granted any patents, trademarks, franchises, concessions or labor contracts at this time, however, we are preparing applications for trademarks in Canada and the United States and in the future other jurisdictions, and have no assurance of our ability to continue to use such names in association with the sale of our products and services.
In the future we will enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, documentation and other proprietary information and intend to apply for other protections in the form of patents and copyrights if applicable. Failure to provide adequate protection our proprietary rights could expose us to infringement of our rights by other parties and could offer similar services, significantly harming our competitive position and decreasing our revenues.
Government Regulation We currently do not require approval of any government to offer our products and services. We do not expect that there will be any governmental regulations on our business. We will voluntarily refuse to accept orders from the following countries: Afghanistan, Angola, Cuba, Democratic People's Republic of Korea [North Korea], Eritrea, Federal Republic of Yugoslavia [Serbia and Montenegro], Iran, Iraq, Liberia, Libya, Myanmar [Burma], Rwanda, Sierra Leone, Syria, and Sudan. We expect no costs or effects of compliance of federal, state and local environmental laws on our business.
We anticipate that we will incur over the next twelve months the following expenses: Type Amount Percent Salaries 119,030 4% Professional services (Agent Commissions) 434,410 16% (IT development) 85,572 3% Hardware and equipment 29,200 1% Professional services (Public company expenses) 80,000 3% (lawyers and accountants) 35,850 1% Programming IT development 47,632 2% Office, rent and expenses 7,168 0% Travel expenses 40,250 1% Government Fees (Corporate Tax provision) 734,503 27% Business Development fees 168,092 6% Servers and bandwidth 137,387 5% Bank fees and interest 163,720 6% Administration 476,167 17% Marketing and Advertisement 179,716 7% Total 2,738,696 100% Our total expenditures over the next twelve months are anticipated to be approximately $2,738,696. Our cash on hand as of March 31, 2011 is $1,200. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.
7 -------------------------------------------------------------------------------- RESULTS OF OPERATIONS Working Capital March 31, June 30, 2011 2010 Current Assets $ 1,200 $ 4,961 Current Liabilities $ 99,616 $ 98,116 Working Capital Deficit $ (98,416) $ (93,155 ) Cash Flows NNE MONTH NINE MONTH Period Ended Period Ended March 31, March 31, 2011 2010 Cash Flows used in Operating Activities $ (13,761 ) $ (72 ) Cash Flows used in Investing Activities $ - $ - Cash Flows provided by Financing Activities $ 10,000 $ 5,000 (3,761 ) 4,928 As of March 31, 2011, we had cash on hand of $1,200. Since our inception, we have used our common stock and promissory notes to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
Operating Revenues We have not generated any revenues since inception.
Operating Expenses and Net Loss Operating expenses for the three month ended March 31, 2011 was $18 compared with $4,123 for the three month ended March 31, 2010. The decrease in operating expenditures was a result of the Company's ongoing reporting requirements, accounting, consulting, and general and administrative expenses.
Net loss for the three month period ended March 31, 2011 was $18 compared with $4123 for the period ended March 31, 2010. The overall decrease in net loss of $4,105 was attributed to the Company's ongoing reporting requirements, accounting, consulting, and general and administrative expenses.
Liquidity and Capital Resources As at March 31, 2011, the Company's cash balance was $1,200.
As at March 31, 2011, the Company had total liabilities of $99,616.
As at March 31, 2011, the Company had a working capital deficit of $(98,416) Cashflow from Operating Activities During the nine month period ended March 31, 2011, the Company used $13,761 of cash for operating activities compared with $72 for the three month ended March 31, 2009.
8 -------------------------------------------------------------------------------- Cashflow from Investing Activities During the nine month period ended March 31, 2011 and 2009, the Company paid $0 in investing activities.
Cashflow from Financing Activities During the nine month period ended March 31, 2011, the Company has net cash received of $10,000 from financing activities compared, with $0 in financing activities for the same period in 2009.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the year ended March 31, 2011 that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund any future business opportunities.
Critical Accounting Policies We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its business.
Development Stage Enterprise Our financial statements are prepared using the accrual method of accounting. We are a development stage company as we devote substantially all of our efforts to acquiring and developing businesses. Until such business are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the development stage.
Recently Issued Accounting Pronouncements We do not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
9 -------------------------------------------------------------------------------- Contractual Obligations We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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