Item 1. Business.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K (THIS "FORM 10 K"), INCLUDING STATEMENTS UNDER "ITEM 1. DESCRIPTION OF BUSINESS," AND "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS", CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF NUTECH DIGITAL, INC ("NUTECH", "THE COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-KB, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2006.
BUSINESS HISTORY
The Company was founded in 1997 under the name NuTech Digital, Inc. for the purpose of licensing and distributing films. In 1999, NuTech Digital, Inc. acquired the assets of NuTech Entertainment, Inc., an entity engaged in the karaoke business. NuTech Entertainment, Inc. ceased doing business in 1999 and was dissolved in 2001.
On August 22, 2007, the Company entered into an Asset Purchase Agreement with Jump Communications, Inc. Since then, we began marketing and selling our exclusive line of devices and services for the distribution of entertainment video, 2WayTV (videophone) and internet access, including the SDI-2 wireless video distribution point for surveillance, remote date, and for the distribution of entertaining video including HD. This service is being integrated into the new line of equipment as well. It utilizes existing servers that provide on-line purchasing interfaces with major credit card services and real time delivery of video.
Recent Events:
Name Change
On September 4, 2008, the Company filed a Certificate of Amendment to its articles of incorporation with the Secretary of State of the State of California, changing their name to Interlink-US-Network, Ltd. The name change was declared effective on October 10, 2008. The Company has begun trading under this new name and the new symbol, IUSN.OB.
Preferred Stock Series B
On June 11, 2009, the Company created a new class of Preferred Stock consisting of 500,000 shares and designated Series B Convertible Preferred Stock, with no par value. Each share of Series B Preferred is convertible into shares of Common Stock at a rate per share equal to the greater of $6.50 per share of Series B Preferred at the time of conversion, or the actual price per share of Common Stock based on the average trading price of the Common Stock for the ten days preceding the date of the conversion, with a minimum conversion of two shares of Common Stock on the basis of $5.00 per share of Series B Preferred.
As of December 31, 2009, the Company sold 10,000 shares of Series B Convertible Preferred Stock.
Products and Services Offered by the Company
The products and networking technology licensed to or acquired by the Company enable the Company to market and deliver to a broad range of vertical markets a variety of telecommunication and data services in the form of broadcast quality, bi-directional videophones; unlimited television and internet channels (including video on demand, high definition [1080P HD], and super high definition resolutions; voice over internet protocol (VoIP); and internet access.
All of these services are available through a single, inexpensive, user friendly, set top box (“STB”) to be manufactured by the Company under its license. The STB has been named the “FRED.” The Company will manufacture and sell the FRED in a variety of configurations and price points suitable for the full range of today’s markets, including corporate, government, small business and the consumer. The FRED is a gateway to virtually all currently available communications, entertainment and data services over wired or wireless links (including Digital Subscriber Lines [DSL], cable modem, and private or public networking infrastructure).
The FRED works seamlessly with all network infrastructures and protocols to provide comprehensive services, simplifying operations, and reducing the costs for users. In addition to viewing an unlimited number of entertainment channels, accessing the public internet, and connecting via VoIP, users can hear and see each other in real time on their TV sets or PC’s with the same quality that TV programming comes to them, using the low cost FRED and inexpensive broadband connectivity. In providing this simple, inexpensive, bi-directional broadcast quality video, the Company distinguishes its product and service offerings from all others. The Company’s service offering further differentiates itself from competitive offerings by empowering each end point on a network to be a video broadcast origination point.
The FRED, and linkage of multiple FRED’s (the “Network”) through interconnection to public and private networks, makes available a variety of network oriented services that augment and improve services available on the public internet. For instance, the Company’s management and billing systems incorporated into the Network enable on demand, “point-to-point” 2WayTV, credit card approvals, VOD, billing for services and events, selection of services and account management. No special connection is needed to connect to the Network; a basic internet connection is sufficient. The interconnection between the Network to both the public internet and the existing national telephone communications switching infrastructure creates a virtually universal system of access for all.
The Company believes that focusing on its newly licensed products and technology will enable the Company to become a supplier of multi-media products and technology using an integrated, cohesive delivery platform across a broad range of market applications and client sets.
Historical Information relating to the Asset Acquisition Agreement
Jump was organized under the laws of the State of Nevada on July 6, 2006 and registered to conduct business in the State of California on July 25, 2006 with an authorized share capital of five hundred (500) million common shares at $0.001 par value. A. Frederick Greenberg was the sole director, President and Secretary/Treasurer.
Since the Company’s authorized stock was not sufficient to permit the issuance of common stock as consideration for the Acquired Assets, Jump consented to the issuance of the Preferred Stock. In a Pre14C filing to the Commission on October 2, 2007 and the subsequent Definitive 14C filing dated October 31, 2007, the Company announced that it had “received written consent (the “Written Consent”) from Jump, holding the “Preferred Stock”, representing the right to vote approximately 96.4% (corrected herein to 97.17%) as of December 31, 2007.
On September 25, 2007, the shareholders approved and the board of directors authorized a reverse stock split on common stock at a rate of one-for-sixty and a name change for the Company to be done at the Company’s discretion at some time within the following twelve months. This reverse stock split was implemented on May 12, 2008.
In connection with the transaction as of the date of closing of the Agreement, two (2) of the Company’s three (3) Directors resigned and the vacancies filled with two (2) directors appointed by Jump, and Lee Kasper, the Company’s former Chief Executive Officer and Director continuing as the third Director. On November 6, 2007, Lee Kasper was removed as a director of the Company and terminated for cause from all offices held by him in the Company and its subsidiaries by written consent of a majority of the Company’s shareholders. This consent was ratified by the remaining directors of the Company. The Company determined that while Mr. Kasper was President and a director of the Company, Mr. Kasper operated several off-shore entities through which he did business. In addition, he distributed Company shares to these entities. Mr. Kasper did not disclose his ownership or dealings with these off-shore entities and did not file the requisite
disclosure reports. A copy of the 8K filing was forwarded to Mr. Kasper for response, and we have received no reply as of the date of this filing.
Equity Incentive Plan
On February 10, 2009, the Company adopted the Interlink-U.S.-Network, Ltd. 2009 Equity Incentive Plan (“The Plan”). The Plan gives the Company the authority to grant and issue up to 2,000,000 shares of common stock to eligible employees and consultants. The grants may come in the form of options to purchase common stock, restricted stock awards or registered stock awards, in the discretion of the Company’s board of directors. There were no options or stock granted at December 31, 2009.
The Effect of Government Regulation on our Business
While production of our products does not require government approval, we are subject to the same federal, state, and local laws as other companies producing hardware and software in the telecommunications industry. However, due to the increasing popularity and use of the Internet and other telecommunications modes, it is possible that laws and regulations will be adopted in the future governing our business. These laws and regulations could cover issues such as online contracts, user privacy, freedom of expression, pricing, fraud, content and quality of products and services, taxation, advertising, intellectual property rights, and information security. Applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity, and personal privacy is still evolving.
Due to the global nature of the Internet, it is possible that the governments of foreign countries might attempt to regulate our activity or prosecute us for violations of their laws.
Our products are subject to patent and copyright laws. We may become the subject of infringement claims or legal proceedings by third parties with respect to our current or future products. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights, or to establish the validity of our proprietary rights. Any such claims could be time-consuming, divert management from our daily operations, result in litigation, cause product shipment delays or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. Moreover, an adverse outcome in litigation or similar adversarial proceedings could subject us to significant liabilities to third parties, require the expenditure of significant resources to develop non-infringing products, require disputed rights to be licensed from others or require us to cease the marketing or use of certain products, any of which could have a material adverse effect on our business and operating results.
Licenses and Other Intellectual Property
We do not have patents, franchises or concessions and we have not entered into labor contracts. However, our products are being developed under licenses granted by affiliated companies which hold the intellectual property rights to such technology.
While we have not registered our trade names or our logo with the United States Patent and Trademark Office, we believe that the name recognition and image that we have developed in each of our markets significantly enhance customer response to our sales promotions.
Competition
All of our products compete with other products and services that utilize free time or disposable income. The telecommunications industry is, in general, highly competitive and many of our competitors, such as major telecommunications companies like Cablevision, Time Warner and DirectTV, have the ability to spend significant sums on advertising and promotion and much greater distribution capacities than we have. We do not represent a significant presence in our markets. We cannot guarantee you that we can compete successfully.
Employees
As of December 31, 2009, we had no employees who work for us on a full-time basis.
Item 1A.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies, however there were no unresolved staff comments during the year ended December 31, 2009.
Item 2.
Item 2. Description of Properties.
On May 1, 2001, the Company leased its office and warehouse facilities in Los Angeles for five years and three months. The base rental was $7,800 per month plus operating costs with cost of living adjustments in May of each year. The lease terminated on July 31, 2006.
At the end of the lease, the Company relocated to the home of an officer of the Company. From August 1, 2006 through September 30, 2007, the Company was being charged $2,000 per month for the use of this location.
On October 1, 2007, the Company entered into a twenty-four month lease with Jump Communications, Inc, a related entity, for office and warehouse space in Los Angeles, California. The base rental is $10,000 per month, plus operating costs. The lease terminated on September 30, 2009 and was continued on a month to month basis through October of 2009.
On October 1, 2007, the Company entered into a twelve month lease with Jump Communications, Inc., a related entity, for office space in New York, N.Y. The base rental is $3,100 per month, plus operating costs. The lease term ended on September 30, 2008, and the Company continued on a month to month basis through November of 2009. As of December 31, 2009, the Company has no office in New York.
In the fourth quarter of 2009, the Company began renting office space in Los Angeles, California on a month to month basis for $1,500 per month. A month to month rental agreement was signed in January of 2010.
During the year ended December 31, 2009, the Company paid rental expenses on the personal residence of an officer of the Company. These amounts totaled $67,586, and have been recorded as compensation expenses on the Company’s financial statements.
There are no future lease commitments as of December 31, 2009.
Item 3.
Item 3. Legal Proceedings.
In February of 2008, Mr. Lee Kasper filed suit against the Company, directors of the Company, and Jump Communications. Management feels that the suit is unwarranted and plans to defend itself to the fullest extent. No adjustments have been made to the financial statements at December 31, 2009 for this contingency.
In March of 2008, Sony ATV filed suit against the Company, its former President and Director Lee Kasper and unrelated third parties claiming copyright violations in connection with the Company’s karaoke business, which was discontinued during prior years. On August 17, 2009, there was a settlement agreement reached for $225,000. The Company is to pay $3,125 per month beginning October 1, 2009 through September 1, 2015. If the Company defaults on the payments, an amount of $500,000, less payments made on the settlement, becomes due on demand by Sony ATV.
Item 4.
Item 4. Reserved
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
"Bid" and "asked" offers for the common stock are listed on the Over-The-Counter Bulletin Board (“OTCBB”) published by the National Quotation Bureau, Inc. The Company's common stock trades on the OTCBB under the symbol “NTDL.”
The following table sets forth the high and low bid prices for the Company's common stock for the periods indicated as reported by the OTCBB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Quarter Ended
High
Low
December 31, 2009
$1.10
$0.03
September 30, 2009
$1.55
$0.75
June 30, 2009
$1.40
$0.57
March 31, 2009
$2.99
$0.57
December 31, 2008
$6.00
$1.01
September 31, 2008
$11.50
$4.05
June 30, 2008
$19.50
$4.199
March 31, 2008
$8.638
$0.48
There were approximately 90 holders of record of the Common Stock as of March 31, 2010. The Company has never paid a cash dividend on its Common Stock and does not anticipate the payment of a cash dividend in the foreseeable future. The Company intends to reinvest in its business operations any funds that could be used to pay a cash dividend. The Company's Common Stock is considered a "penny stock" as defined in the Commission's rules promulgated under the Exchange Act. In general, a security which is not quoted on NASDAQ or has a market price of less than $5.00 per share where the issuer does not have in excess of $2,000,000 in net tangible assets (none of which conditions the Company meets) is considered a penny stock. The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Thus, the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of the compensation of the broker-dealer and its sales personnel in the transaction; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account. As a result of the penny stock rules the market liquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell them.
RECENT SALES OF UNREGISTERED SECURITIES
In January 2010, the Company received proceeds of $50,000 related to convertible promissory note. The note bears interest at 10%. The note is convertible into common stock. The Company has reserved 4,000,000 shares of common stock in the name of the lender for this possible conversion.
Item 6.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements involve risks and uncertainties that could and in all likelihood will cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, whether the Company can obtain financing as and when needed, competitive pressures, changes in consumer tastes away from the type of products the Company offers, changes in the economy that would leave less disposable income to be allocated to entertainment, the loss of any member of the Company’s management team and other factors over which the Company has no control. When used in this report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect the opinion of the Company’s management as of the date of this Annual Report. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements after the date of this document. You should carefully review the documents the Company files from time to time with the Securities and Exchange Commission. Throughout the Annual Report, the terms, the “Company,” “Interlink,” and words of similar meaning refer to Interlink-US-Network, Ltd.
Management’s discussion and analysis of results of operations and financial condition are based upon the Company’s financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
BUSINESS HISTORY
Recent Events:
Name Change
On September 4, 2008, the Company filed a Certificate of Amendment to its articles of incorporation with the Secretary of State of the State of California, changing their name to Interlink-US-Network, Ltd. The name change was declared effective on October 10, 2008. The Company has begun trading under this new name and the new symbol, IUSN.OB.
Preferred Stock Series B
On June 11, 2009, the Company created a new class of Preferred Stock consisting of 500,000 shares and designated Series B Convertible Preferred Stock, with no par value. Each share of Series B Preferred is convertible into shares of Common Stock at a rate per share equal to the greater of $6.50 per share of Series B Preferred at the time of conversion, or the actual price per share of Common Stock based on the average trading price of the Common Stock for the ten days preceding the date of the conversion, with a minimum conversion of two shares of Common Stock on the basis of $5.00 per share of Series B Preferred.
During the year ended December 31, 2009, the Company sold 10,000 shares of Series B Convertible Preferred Stock.
Products and Services Offered by the Company
The products and networking technology licensed to or acquired by the Company enable the Company to deliver telecommunication, television, and data services in the form of broadcast quality, bi-directional videophones; unlimited television and internet channels (including video on demand, high definition [1080P HD], and super high definition resolutions; voice over internet protocol (VoIP); and internet access to a broad range of vertical markets.
All of these services are to be made available through a single, inexpensive, user friendly, set top box (“STB”) to be manufactured by the Company under its license that acts as the gateway to virtually all currently available communications, entertainment and data services, and “off-the-shelf” equipment (cameras, TVs, microphones and
computers) over wired or wireless links (including Digital Subscriber Lines [DSL], cable modem, and private or public networking infrastructure). The STB has been named the “Fred.” The Company will manufacture and sell the Fred in a variety of configurations and price points suitable for the full range of today’s markets, including corporate, government, small business and the consumer.
The Fred works seamlessly with all network infrastructures and protocols to provide comprehensive services, simplifying operations, and reducing the costs for users. In addition to viewing an unlimited number of entertainment channels, accessing the public internet, and connecting via VoIP, users will be able to hear and see each other in real time on their TV sets or PC’s with the same quality that TV programming comes to them, using the low cost Fred and inexpensive broadband connectivity. In providing this simple, inexpensive, bi-directional broadcast quality video, the Company distinguishes its product and service offerings from all others. The Company’s service offering further differentiates itself from competitive offerings by empowering each end point on a network to be a video broadcast origination point.
The Fred, and linkage of multiple Fred’s (the “Network”) through interconnection to public and private networks, makes available a variety of network oriented services that augment and improve services available on the public internet. For instance, the Company’s management and billing systems incorporated into the Network enable on demand, “point-to-point” 2WayTV, credit card approvals, VOD, billing for services and events, selection of services and account management. No special connection is needed to connect to the Network; a basic internet connection is sufficient. The interconnection between the Network to both the public internet and the existing national telephone communications switching infrastructure creates a virtually universal system of access for all.
The Company believes that focusing on its newly licensed products and technology will enable the Company to become a supplier of multi-media products and technology under an integrated, cohesive delivery platform across a broad range of market applications and client sets.
Historical Information relating to the Asset Acquisition Agreement
Jump was organized under the laws of the State of Nevada on July 6, 2006 and registered to conduct business in the State of California on July 25, 2006 with an authorized share capital of five hundred (500) million common shares at $0.001 par value. A. Frederick Greenberg was the sole director, President and Secretary/Treasurer.
Since the Company’s authorized stock was not sufficient to permit the issuance of common stock as consideration for the Acquired Assets, Jump consented to the issuance of the Preferred Stock. In a Pre14C filing to the Commission on October 2, 2007 and the subsequent Definitive 14C filing dated October 31, 2007, the Company announced that it had “received written consent (the “Written Consent”) from Jump, holding the “Preferred Stock”, representing the right to vote approximately 96.4% (corrected herein to 97.17%) as of December 31, 2007.
On September 25, 2007, the shareholders approved and the board of directors authorized a reverse stock split on common stock at a rate of one-for-sixty and a name change for the Company to be done at the Company’s discretion at some time within the following twelve months. This reverse stock split was implemented on May 12, 2008.
In connection with the transaction as of the date of closing of the Agreement, two (2) of the Company’s three (3) Directors resigned and the vacancies filled with two (2) directors appointed by Jump, and Lee Kasper, the Company’s former Chief Executive Officer and Director continuing as the third Director. On November 6, 2007, Lee Kasper was removed as a director of the Company and terminated for cause from all offices held by him in the Company and its subsidiaries by written consent of a majority of the Company’s shareholders. This consent was ratified by the remaining directors of the Company. The Company determined that while he was President and a director of the Company, Mr. Kasper operated several off-shore entities through which he did business. In addition, he distributed Company shares to these entities. Mr. Kasper did not disclose his ownership or dealings with these off-shore entities and did not file the requisite disclosure reports. A copy of the 8K filing was forwarded to Mr. Kasper, and we have received no reply as of the date of this filing.
Equity Incentive Plan
On February 10, 2009, the Company adopted the Interlink-U.S.-Network, Ltd. 2009 Equity Incentive Plan (“The Plan”). The Plan gives the Company the authority to grant and issue up to 2,000,000 shares of common stock to eligible employees and consultants. The grants may come in the form of options to purchase common stock, restricted stock awards or registered stock awards, in the discretion of the Company’s board of directors. There were no options or stock granted at December 31, 2009.
Pending Litigation
In February of 2008, Mr. Lee Kasper filed suit against the Company, directors of the Company, and Jump Communications. Management feels that the suit is unwarranted and plans to defend itself to the fullest extent. No adjustments have been made to the financial statements at December 31, 2009 for this contingency.
Legal Settlement
In March of 2008, Sony ATV filed suit against the Company, its former President and Director Lee Kasper, and unrelated third parties claiming copyright violations in connection with the Company’s karaoke business, which was discontinued during prior years. On August 17, 2009, there was a settlement agreement reached for $225,000. The Company is to pay $3,125 per month beginning October 1, 2009 through September 1, 2015. If the Company defaults on the payments, an amount of $500,000, less payments made on the settlement, becomes due on demand by Sony ATV.
Critical Accounting Policies and Estimates
In consultation with the Company’s Board of Directors, the Company identified various accounting principles that it believes are key to understanding the Company’s financial statements. These important accounting policies require management’s subjective judgments.
Accounting Estimates. Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
Income Taxes. The Company accounts for income taxes in accordance with ASC 740 (Formerly FASB No. 109), which is an asset and liability method of accounting requiring the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of accounting. In assessing whether deferred tax assets will be realized, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Common Stock Issued for Non-Cash Transactions. It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.
Stock based Compensation. Effective January 1, 2006, the Company adopted ASC 718 (Formerly FASB No. 123(R)), “Share-Based Payment: An Amendment of FASB Statements No. 123 and 95” using the modified prospective method. Under this method, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards.
Results of Operations
Selected Statement Of Operations Data
Comparison of Year End Periods. Summarized in the table below is statement of operations data comparing the year ended December 31, 2009 with the year ended December 31, 2008:
During the year ended December 31, 2009 we had a net loss of $2,084,488 compared to a net loss for the year ended December 31, 2008 of $597,266. In 2009 we had a legal settlement in the amount of $245,000 and the impairment of
fixed assets of $700,909. In 2008, we entered into a license agreement with another company, which provided revenue of $1,000,000, which was offset by commissions relating to the license agreement in the amount of $460,000, as well as operating expenses, including $243,973 of research and development expenses. In addition, we are still developing the Fred and have not incurred any revenue for this product.
Liquidity and Capital Resources
To date, we have financed our operations with cash from our operating activities, a bank line of credit, a Small Business Administration loan, various loans from individuals, cash raised through the sale of our securities or the exercise of options or warrants, and the issuance of our securities to various consultants in payment for the provision of their services or to other creditors in satisfaction of our indebtedness to them.
In July 2000, we received a $900,000 Small Business Administration loan with Comerica Bank participation. The interest rate per annum is 2% over prime, and the loan is scheduled to be paid over an 18 year period.
In the past, Mr. Lee Kasper, a director and stockholder of the company advanced funds to the Company as follows:
A.
On August 1, 2005, Mr. Kasper advanced funds to produce live music concerts, in the amount of $350,000. The interest rate on the loan is 8% per annum, and the loan was scheduled to be repaid over a 36 month period.
B.
In May of 2006, Mr. Kasper advanced the amount of $22,000. There is no interest on the loan, and the loan was due in December 2007.
Each of these transactions is subject to review and scrutiny in connection with counter-claims and cross claims in the lawsuit initiated by Mr. Kasper and independent claims that the Company may choose to litigate in separate actions.
On July 27, 2005, we borrowed $100,000 from Noel Gimbel, a related individual. The interest rate on the loan was 10% per annum and the loan was due in full on June 15, 2006. We used these funds to produce live music concerts. Mr. Gimbel instituted legal action against the Company and Mr. Kasper to recover the amount of his loan and obtained a default judgment. The default judgment against the Company was subsequently set aside. The default judgment against Mr. Kasper was not set aside. An agreement was reached with Mr. Gimbel and the loan has been paid off by the Company as of December 31, 2008.
During 2006, we received from Kickarock Productions, Inc. loans in the amount of $42,175. The interest rate on the loans was 7% per annum, and the loan was due in December 2007. The loan was subsequently settled for $25,000, which payment was made by the Company on April 15, 2008.
On December 26, 2008, we received a loan from Jump Communications in the amount of $100,000. No due date has been established and the loan is unsecured.
During 2009, we received various loans from Jump Communications totaling $333,765. No due date has been established and the loans are unsecured.
During 2009, we received various loans from ATTI totaling $430,583. No due date has been established and the loans are unsecured.
Sources And Uses Of Cash
Summarized in the table below is information derived from our statements of cash flow comparing the year ended December 31, 2009 with the year ended December 31, 2008:
Operating Activities
During the year ended December 31, 2009, our net loss from operations was $2,084,488. This included non-cash items of depreciation in the amount of $15,288 and the impairment of fixed assets of $700,909. Cash was provided by the decrease of prepaid expenses of $16,023, the increase in accounts payable of $255,172, the increase in accrued liabilities of $43,535, and the increase in lease settlement payable of $215,625.
During the year ended December 31, 2008, our net loss from operations was $597,266. This includes non-cash items of depreciation in the amount of $14,921, the issuance of stock for a legal settlement of $30,925, and the cancellation of debt in the amount of $71,813. Cash was used by operations by the increase of prepaid expenses of $11,510, security deposits of $11,995, and the decrease in accounts payable of $3,056 and accrued expenses of $2,600.
Investing Activities
During the year ended December 31, 2009, the Company did not purchase any property and equipment. During the year ended December 31, 2008, the Company purchased $7,082 of property and equipment.
Financing Activities
Financing activities for the year ended December 31, 2009 provided cash of $754,348. We sold preferred stock, series B for cash in the amount of $90,000, and had proceeds from loans payable to related parties of $664,348.
Financing activities for the year ended December 31, 2008 provided net cash of $743,885. We sold common stock for cash in the amount of $988,061, and had proceeds of a loan from a related party of $100,000, which were offset by the repayment of notes payable to a non-related party in the amount of $208,370 and a note payable to a related party in the amount of $135,806.
Commitments For Capital Expenditures
At December 31, 2009, we had no commitments for capital expenditures.
Going Concern
The financial statements included in this report are presented on the basis that the Company is a “going concern.” Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Our auditors have indicated that the following factors raise substantial doubt as to our ability to continue as a going concern:
·
we have an accumulated a deficit of $10,974,262 since inception;
·
we have a working capital deficit of $2,846,599; and
·
we continue to incur operating losses;
We believe that the following will help to eliminate this qualification:
·
Develop its newly licensed products and technology;
·
Obtain investors to fund the working capital needs of the company;
·
Reduce operating expenses; and
·
We are negotiating the payment of old outstanding payables.
Past Due Accounts Payable
Approximately $820,000 of accounts payable are over 90 days old.
Off-Balance Sheet Arrangements
There are no guarantees, commitments, lease and debt agreements or other agreements that could trigger an adverse change in our credit rating, earnings, cash flows or stock price, including requirements to perform under standby agreements.
Capital Requirements And Available Capital Resources
Our capital requirements will continue to be significant. However, since we have ceased focusing our business on the production of popular music concerts, the Company’s need for cash for that purpose has ended. Our current business focus is on the manufacturing, marketing and sales of our equipment and telecommunications services. Our future cash requirements and the adequacy of available funds will depend on many factors, including the pace at which we expand our manufacturing and sales, our ability to negotiate favorable manufacturing agreements, and whether our sales keep pace with our manufacture of product and network expansion, and the general state of the economy, which impacts the amount of money that may be spent for telecommunications and entertainment.
As of December 31, 2009 we had available $1,268 of cash on hand and $2,846,599 of a working capital deficit. Cash generated by our current operations is not sufficient to continue our business for the next twelve months. We will need additional financing during the next 12 months to pay our costs and expenses, if they stay at current levels. To the extent it becomes necessary to raise additional cash in the future, we will seek to raise it through the public or private sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities. We cannot provide any assurances that we will be able to secure the additional cash or working capital we may require to expand our business and exploit the Company’s products and services.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to smaller reporting companies.
Item 8.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 310 of Regulation S-K are stated in U.S. dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles.
AUDIT REPORT
To the Board of Directors and Stockholders
Interlink-US-Network, LTD
Los Angeles, California
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheets of Interlink-US-Network, LTD as of December 31, 2009 and 2008 and the related statements of income, stockholders’ equity, and cash flows for the years then ended. Interlink’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits of the financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interlink-US-Network, LTD as of December 31, 2009 and 2008, and the results of its operations, stockholders’ equity, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and is dependent upon the continued sale of its securities or obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Weaver & Martin, LLC
Kansas City, Missouri
April 15, 2010
INTERLINK-US-NETWORK, LTD.
BALANCE SHEETS
DECEMBER 31, 2009 AND 2008
ASSETS
CURRENT ASSETS
Cash in bank
$ 1,268
$ 84,856
Prepaid expenses
6,357
18,586
TOTAL CURRENT ASSETS
7,625
103,442
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
22,939
739,136
OTHER ASSETS
Security deposits
11,995
11,995
Prepaid expenses
-
1,307
TOTAL OTHER ASSETS
11,995
13,302
TOTAL ASSETS
$ 42,559
$ 855,880
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable
$ 875,455
$ 763,081
Accrued liabilities
160,958
85,803
Legal settlement, current portion
37,500
-
Advances from related parties
878,013
100,000
Notes payable, related party
248,762
248,762
Notes payable, other
653,536
653,536
TOTAL CURRENT LIABILITIES
2,854,224
1,851,182
LONG-TERM LIABILITIES
Legal settlement, net of current portion
178,125
-
STOCKHOLDERS’ (DEFICIT)
Preferred stock, Series A
Authorized - 30,000 shares, $0.001 par value
Issued and outstanding - 12,546 shares at December 31, 2009
and 17,753 at December 31, 2008
Additional paid in capital, preferred stock, series A
369,466
522,807
Preferred stock, Series B
Authorized - 500,000 shares, no par value
Issued and outstanding - 10,000 shares at December 31, 2009
and none at December 31, 2008
90,000
-
Common stock
Authorized 100,000,000 shares, no par value
Issued and outstanding - 10,145,987 shares at December 31, 2009
and 5,807,180 shares at December 31, 2008
7,524,993
7,371,647
Accumulated (deficit)
(10,974,262)
(8,889,774)
TOTAL STOCKHOLDERS’ (DEFICIT)
(2,989,790)
(995,302)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
$ 42,559
$ 855,880
The accompanying notes are an integral part of these financial statements.
INTERLINK-US-NETWORK, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
The accompanying notes are an integral part of these financial statements.
INTERLINK-US-NETWORK, LTD.
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
The accompanying notes are an integral part of these financial statements.
INTERLINK-US-NETWORK, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations
$ (2,084,488)
$ (597,266)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Depreciation
15,288
14,921
Issuance of common stock for legal settlement
-
30,925
Impairment of fixed assets
700,909
-
Cancellation of debt
-
(71,813)
Changes in operating assets and liabilities:
Prepaid expenses
16,023
(11,510)
Security deposit
-
(11,995)
Accounts payable
255,172
(3,056)
Accrued liabilities
43,535
(2,600)
Legal settlement payable
215,625
-
NET CASH (USED) BY OPERATING ACTIVITIES
(837,936)
(652,394)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment
-
(7,082)
NET CASH (USED) BY INVESTING ACTIVITIES
-
(7,082)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock for cash
-
988,061
Sale of preferred stock, series B, for cash, net of expenses
90,000
-
Proceeds from advances from related parties
664,348
100,000
Repayment of notes payable, other
-
(208,370)
Repayment of notes payable, related parties
-
(135,806)
NET CASH PROVIDED BY FINANCING ACTIVITIES
754,348
743,885
NET INCREASE (DECREASE) IN CASH
(83,588)
84,409
CASH BALANCE, AT BEGINNING OF YEAR
84,856
CASH BALANCE, AT END OF YEAR
$ 1,268
$ 84,856
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest
$ 29,392
$ 83,191
Taxes
$ 800
$ 800
NON-CASH INVESTING AND FINANCING ACTIVITIES
Impairment of assets
$ 700,909
$ -
Cancellation of debt
$ -
$ 71,813
Issuance of common stock for legal settlement (3,126 shares)
$ -
$ 30,925
The accompanying notes are an integral part of these financial statements.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
On August 22, 2007, Interlink-US-Network, Ltd. changed its business operations to the marketing and sale of its exclusive line of devices and services for the distribution of entertainment video, 2WayTV (videophone) and internet access. Among its hardware products is the SDI-2 wireless video distribution point for surveillance, remote data and entertainment video including 1080P High Definition Video. Also among the Company’s hardware products is the FRED, a set top unit that enables all of the Company’s services in the home and at the office. The Company continues to use its previously developed technology for the distribution of Video on Demand. This service is being integrated into the new line of equipment as well, using existing servers that provide on-line purchasing interfaces with major credit card services and real time delivery of video.
On September 4, 2008, the Company filed a Certificate of Amendment to their articles of incorporation with the Secretary of State of the State of California, changing its name to Interlink-US-Network, Ltd. The name change was declared effective on October 10, 2008. The Company has begun trading under the new name and the new symbol, IUSN.OB.
Basis of Presentation - Going Concern
The Company’s financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America. These principles contemplate the realization of assets and liquidation of liabilities in the normal course of business.
These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The following factors raise substantial doubt as to the Company’s ability to continue as a going concern:
A.
The Company has accumulated a deficit of $10,974,262 since inception.
B.
The Company has a working capital deficit of $2,846,599.
C.
The Company continues to incur operating losses.
Management’s plans to eliminate the going concern situation include, but are not limited to:
A.
Develop its newly licensed products and technology.
B.
Obtain investors to fund the working capital needs of the company.
C.
Reduce operating expenses.
D.
Negotiate the payment of old outstanding payables.
Property and Equipment
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.
Computer equipment
5 years
The Company depreciates its property and equipment for financial reporting purposes using the straight-line method based upon the following useful lives of the assets.
Revenue Recognition
It is our policy that revenues will be recognized in accordance with ASC 605 (formerly SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition."). Under ASC 605, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Disclosure About Fair Value of Financial Instruments
The Company has financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2009 and 2008 as defined in ASC 825 (Formerly FASB No. 107), “Disclosures About Fair Value of Financial Instruments”, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. See Note 19 for further details.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in ASC 740 (Formerly FASB No. 109), “Accounting for Income Taxes”. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
Common Stock Issued for Non-Cash Transactions
It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options and warrants have characteristics different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options.
Long-Lived Assets
ASC 360 (Formerly FASB No. 144), “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. The Company had $700,909 of property and equipment impaired during 2009, see Note 17 for details. The Company didn’t have any impairment losses in 2008.
Research and Development
Research and development costs are expensed in the year incurred. For the years ended December 31, 2009 and 2008, there were research and development costs of $156,856 and $243,973, respectively.
Shipping and Handling Costs
The Company’s policy is to classify shipping and handling costs as part of cost of good sold in the statements of operations.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
The FASB issued ASC 855 (formerly SFAS 165 “Subsequent Events”), incorporating guidance on subsequent events into authoritative accounting literature and clarifying the time following the balance sheet date which management reviewed for events and transactions that may require disclosure in the financial statements. The Company has adopted this standard. The standard increased our disclosure by requiring disclosure reviewing subsequent events. ASC 855 is included in the “Subsequent Events” accounting guidance.
In April 2009, the FASB issued ASC 820 (formerly Staff Position No. FAS 157-4, Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). ASC 820 provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. The Company determined that adoption of FSP 157-4 did not have a material impact on its results of operations and financial position.
In July 2006, the FASB issued ASC 740 (formerly Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”). ASC 740 sets forth a recognition threshold and valuation method to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not,” based upon its technical merits, be sustained upon examination by the appropriate taxing authority. The second step requires the tax position to be measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized. The application of this Interpretation will be considered a change in accounting principle with the cumulative effect of the change recorded to the opening balance of retained earnings in the period of adoption. Adoption of this new standard did not have a material impact on our financial position, results of operations or cash flows.
In April 2008, the FASB issued ASC 815 (formerly Emerging Issues Task Force (“EITF”) 07-05, "Determining whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock"). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. ASC 815 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this pronouncement did not have a material impact on its financial position, results of operations or cash flows.
In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. ASC 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.
In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. ASC 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The adoption of ASC 860 will not have an impact on the Company’s financial statements.
International Financial Reporting Standards
In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.
NOTE 2
PROPERTY AND EQUIPMENT
At December 31, 2009 and 2008, property and equipment and accumulated depreciation consist of:
Data transmission equipment
$ -
$ 700,909
Computer equipment
76,443
76,443
Computer software
-
51,239
76,443
828,591
Less accumulated depreciation
53,504
89,455
$ 22,939
$ 739,136
Depreciation expense for the years ended December 31, 2009 and 2008 was $15,288 and $14,921, respectively. Our data transmission equipment was not in service at December 31, 2008 and subsequently written off due to its obsolescence. See Note 17 for details.
NOTE 3
ACCOUNTS PAYABLE
A summary of the accounts payable at December 31, 2009 and 2008 is as follows:
Warner/Chapell Music
$ 313,500
$ 313,500
Others
561,955
449,581
$ 875,455
$ 763,081
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 4
INCOME TAXES
Provision for income taxes
The provision for income taxes for the years ended December 31, 2009 and 2008 represents primarily California franchise taxes and consists of the following:
Current
$ 800
$ 800
Deferred
$ -
$ -
Deferred Tax Components
Net operating loss carryforwards
$ 695,000
$ 315,000
Less valuation allowance
(695,000)
(315,000)
Net deferred tax assets
$ -
$ -
Significant components of the Company’s deferred tax assets are as follows at December 31, 2009 and 2008:
Summary of valuation allowance:
Balance, beginning of year
$ 315,000
$ 121,000
Change for the year
380,000
194,000
Balance, end of year
$ 695,000
$ 315,000
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Net Operating Loss Carryforwards
The Company has a net operating loss carryforward of approximately $2,050,000 as of December 31, 2009.
On August 22, 2007, the Company sold 23,000 shares of Series A convertible preferred stock, which on a fully diluted basis is equal to 97.17% of the Company’s outstanding shares as of December 31, 2007. As a result of this change of ownership, the company is only allowed to take 4.49% of the carryforwards for 2004 through 2006, and 100% of the carryforward for 2008 and 2009.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 5
NOTES PAYABLE, RELATED PARTY
LEE KASPER (FORMER OFFICER/DIRECTOR OF THE COMPANY)
On August 1, 2005, Mr. Kasper loaned $350,000 to the Company. The terms
of the loan are as follows:
1. Interest - 8% per annum.
2. Thirty-six monthly payments of principal and interest in the amount of $10,968.
3. The Company is currently in litigation regarding this loan.
4. Principal balance at December 31, 2009 and 2008 is:
$ 214,262
$ 214,262
Mr. Kasper provided the Company with advances and debt payments as
necessary. The Company is currently in litigation regarding this loan. The
principal balance at December 31, 2009 and 2008 is:
34,500
34,500
248,762
248,762
Future minimum principal payments on the notes payable to others are as follows:
December 31, 2010
$ 248,762
The notes payable, related party is currently in litigation and therefore not being paid off. Both notes are in default as of December 31, 2009.
NOTE 6
ADVANCES FROM RELATED PARTIES
The Company received advances from companies owned by officers of the Company at various times during the years ended December 31, 2009 and 2008. As of December 31, 2009, there is no due date for the loans, and interest is being accrued at 3%. Notes for these advances were finalized as of March 31, 2010. The balances advanced from these related parties at December 31, 2009 and 2008 were $764,348 and $100,000, respectively.
As of December 31, 2009, the Company owes officers of the Company $113,665 in relation to Company expenses charged on the officer’s personal credit cards. All personal items charged that were charged back to the Company have been recorded as compensation expense and included in general and administrative expenses on these financial statements.
NOTE 7
NOTES PAYABLE, OTHER
SMALL BUSINESS ADMINISTRATION AND COMERICA BANK LOAN
On July 12, 2000, the Company received a $900,000 Small Business Administration
loan with Comerica Bank participation. On August 12, 2009, Comerica sold the
loan to an unrelated third-party. The loan requires monthly payments of $7,488,
including interest at 1% over prime. The loan is secured by all assets of the
Company. The loan matures on July 14, 2018 and is currently in default. Effective
interest rate at December 31, 2009 and 2008 was 5.25% and 6.00%, respectively.
$ 653,536
$ 653,536
$ 653,536
$ 653,536
Future minimum principal payments on the notes payable to others are as follows:
December 31, 2010
$ 653,536
Interest expense relating to all notes payable and advances was $50,132 and $72,184 for the years ended December 31, 2009 and 2008, respectively. Accrued interest on all notes payable as of December 31, 2009 and 2008 was $67,034 and $14,674, respectively.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 8
PREFERRED STOCK, SERIES A
In July 2008, Jump Communications exercised its rights to convert a portion of its shares of Series A convertible Preferred Stock to our Common Stock. Jump Communications converted 6,047 shares of Series A Convertible Preferred Stock into 5,039,147 shares of Common Stock. The preferred stock is convertible into common stock at a rate of 1 share of preferred for 833.33 shares of common, therefore, the remaining preferred stock is convertible into 14,794,107 shares of common stock as of December 31, 2008. Each share of preferred stock also carries the voting rights of 833.33 shares of common stock and has a par value of $0.001.
During 2009, Jump Communications exercised its rights to convert a portion of its shares of Series A convertible Preferred Stock to our Common Stock. Jump converted 5,207 shares of Series A Convertible Preferred Stock into 4,388,807 shares of Common Stock.
As of December 31, 2009, there are 12,546 shares of Series A convertible preferred stock outstanding.
NOTE 9
PREFERRED STOCK, SERIES B
During the year ended December 31, 2009, the Company sold 10,000 shares of its Preferred stock, Series B for $100,000. There was $10,000 of expenses related to the sale. Preferred stock, Series B has no par value, has dividend and liquidation preference over common stock, and has no voting rights. Each share of Series B Preferred is convertible into shares of Common stock at a rate of the greater of (a) $6.50 per share of Series B Preferred at the time of conversion or (b) the actual price per share of common stock based on the average trading price of the common stock for the ten days preceding the date of the notice of conversion. The conversion period starts six months after the date of sale and ends after one year. On the one year anniversary of the sale, June 6, 2010, the preferred is automatically converted into common. There are 10,000 shares issued and outstanding as of December 31, 2009. As of the date of this filing, no conversions have been made.
NOTE 10
COMMON STOCK
During the year ended December 31, 2008, the Company issued the following shares of common stock:
The Company sold 187,200 shares of common stock for $988,061. Included in these sales are finder’s fees relating to the sale in the amount of $63,570.
The Company also issued 3,126 shares in satisfaction of a legal settlement in the amount of $30,925.
In July 2008, Jump Communications exercised its rights to convert a portion of its shares of Series A convertible Preferred Stock to our Common Stock (See Note 9).
During the year ended December 31, 2009, Jump Communications exercised its right to convert a portion of its shares of Series A convertible Preferred Stock to our Common Stock (See Note 9).
As of December 31, 2009 there are 10,145,987 shares of common stock outstanding.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 11
REAL ESTATE LEASES
On October 1, 2007, the Company entered into a twenty-four month lease with Jump Communications, Inc., a related entity, for office and warehouse space in Los Angeles, California. The base rental is $10,000 per month, plus operating costs. The lease terminated on September 30, 2009 and was continued on a month to month basis through October of 2009.
On October 1, 2007, the Company entered into a twelve month lease with Jump Communications, Inc., a related entity, for office space in New York, New York. The base rental is $3,100 per month, plus operating costs. The lease term ended on September 30, 2008, and the Company continued on a month to month basis through November of 2009. As of December 31, 2009, the Company has no office in New York.
In the fourth quarter of 2009, the Company began renting office space in Los Angeles, California on a month to month basis for $1,500 per month. A month to month rental agreement was signed in January of 2010.
During the year ended December 31, 2009, the Company paid rental expenses on the personal residence of an officer of the Company. These amounts totaled $67,586 and have been recorded as compensation expense on these financial statements.
There are no future lease commitments as of December 31, 2009.
Total rent expense for the years ended December 31, 2009 was $161,855. The expenses were incurred as follows: New York office space of $44,033, Los Angeles office space of $115,089, and miscellaneous rent associated with storage space of $2,733. Rent expense for the year ended December 31, 2008 was $173,699.
NOTE 12
CANCELLATION OF DEBT
The Company had a cancellation of debt in the amount of $71,813 during the year ended December 31, 2008. This consisted of a forgiveness of accounts payable of $20,881, a forgiveness of accrued expenses of $26,546, and a partial forgiveness of a note payable to an unrelated party of $24,386, due to a legal settlement.
NOTE 13
STOCK OPTIONS AND WARRANTS
The Board of Directors and stockholders approved the NuTech Digital, Inc. 2001 Equity Incentive Plan which permits the Board of Directors to grant, for a ten year period, both stock purchase rights and stock options. The Company has reserved 12,695,000 shares of its common stock for issuance to the directors, employees and consultants under the Plan. The Plan is administered by the Board of Directors. The administrators have the authority and discretion, subject to the provisions of the Plan, to select persons to whom stock purchase rights or options will be granted, to designate the number of shares to be covered by each option or stock purchase right, to specify the type of consideration to be paid, and to establish all other terms and conditions of each option or stock purchase right. Options granted under the Plan will not have a term that exceeds ten years from date of grant. The stock subject to the plan and issuable upon exercise of options granted under the plan are shares of the Company’s common stock, no par value, which may be restricted, or grants of options to purchase shares of common stock. Vesting terms of the options range from immediate to ten years.
From time to time, the board of directors also authorizes the issuance of options and warrants for services or compensation outside the 2001 incentive plan.
There were no option or warrant issuances in 2008 or 2009.
During the year ended December 31, 2009, there were no cancelled warrants. During the year ended December 31, 2008, 160,251 warrants were cancelled.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 13
STOCK OPTIONS AND WARRANTS (CONTINUED)
A summary of the option and warranty activity for the year ended December 31, 2008 follows:
Shares Under Option
Weighted Average Exercise Price
Options outstanding at January 1, 2008
368,584
$ 25.80
Cancelled and expired
(160,251)
0.73
Options outstanding at December 31, 2008
208,333
$ 45.00
Information regarding stock options outstanding as of December 31, 2008 is as follows:
Price range
$ 45.00
Weighted average exercise price
$ 45.00
Weighted average remaining contractual life
4 years, 6 months
A summary of the option and warranty activity for the year ended December 31, 2009 follows:
Shares Under Option
Weighted Average Exercise Price
Options outstanding at January 1, 2009
208,333
$ 45.00
Cancelled, expired or new issuances
-
-
Options outstanding at December 31, 2009
208,333
$ 45.00
Information regarding stock options outstanding as of December 31, 2009 is as follows:
Price range
$ 45.00
Weighted average exercise price
$ 45.00
Weighted average remaining contractual life
3 years, 6 months
NOTE 14
EARNINGS PER SHARE
Earnings per common share is based on the weighted average number of common shares outstanding during the year. All stock options and warrants have exercise prices in excess of the December 31, 2009 and 2008 market price of the stock so they were not considered in the dilutive earnings per share calculation. For the years ended December 31, 2009 and 2008, preferred stock was not considered in the earnings per share calculation because it was anti-dilutive.
NOTE 15
PENDING LITIGATION
In February of 2008, Mr. Kasper, a former officer/director of the Company, filed suit against the Company, directors of the Company, and Jump Communications. Management feels that the suit is unwarranted and plans to defend itself to the fullest extent. No adjustments have been made to the financial statements at December 31, 2009 for this contingency.
NOTE 16
EQUITY INCENTIVE PLAN
On February 10, 2009, the Company adopted the Interlink-U.S.-Network, Ltd. 2009 Equity Incentive Plan (“The Plan”). The Plan gives the Company the authority to grant and issue up to 2,000,000 shares of common stock to eligible employees and consultants. The grants may come in the form of options to purchase common stock, restricted stock awards or registered stock awards, in the discretion of the Company’s board of directors. The Company has not granted any options or stock as of June 30, 2009.
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 17
IMPAIRMENT OF ASSETS
As of December 31, 2009, the Company determined that $700,909 of its equipment, which was never placed in service, was unnecessary for business operations, and had no value to the Company. The Company expensed $700,909 as an impairment loss as of December 31, 2009.
NOTE 18
LEGAL SETTLEMENT
In March of 2008, Sony ATV filed suit against the Company, its former President and Director Lee Kasper, and unrelated third parties claiming copyright violations in connection with the Company’s karaoke business, which was discontinued during prior years. On August 17, 2009, there was a settlement agreement reached FOR $225,000. The Company is to pay $3,125 per month beginning October 1, 2009 through September 1, 2015. If the Company defaults on the payments, an amount of $500,000, less payments made on the settlement, becomes due on demand by Sony ATV. The balance due at December 31, 2009 was $215,625
NOTE 19
FAIR VALUE MEASUREMENTS
The Company adopted ASC 820 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis. The adoption of ASC 820 did not impact the Company’s financial condition or results of operations. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 -
Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2 -
Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3 -
Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2008:
Level 1
Level 2
Level 3
Fair Value
Cash
$ 84,856
$ -
$ -
$ 84,856
Accounts payable
-
763,081
-
763,081
Accrued liabilities
-
85,803
-
85,803
$ 84,856
$ 848,884
$ -
$ 933,740
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2009:
Level 1
Level 2
Level 3
Fair Value
Cash
$ 1,268
$ -
$ -
$ 1,268
Accounts payable
-
875,455
-
875,455
Accrued liabilities
-
160,958
-
160,958
$ 1,268
$1,036,413
$ -
$1,037,681
INTERLINK-US-NETWORK, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 20
RELATED PARTY TRANSACTIONS
The Company received advances from companies owned by officers of the Company at various times during the years ended December 31, 2009 and 2008. As of December 31, 2009, there is no due date for the loans, and interest is being accrued at 3%. Notes for these advances were finalized as of March 31, 2010. The balances advanced from these related parties at December 31, 2009 and 2008 were $764,348 and $100,000, respectively.
During the year ended December 31, 2009, the Company paid or accrued $128,575 to a company owned by officers of the Company for research and development and general and administrative expenses.
As of December 31, 2009, the Company owes officers of the Company $113,665 in relation to Company expenses charged on the officer’s personal credit cards. All personal items charged that were charged back to the Company have been recorded as compensation expense and included in general and administrative expenses on these financial statements.
During the year ended December 31, 2009, the Company paid $124,152 of various personal expenses on behalf of officers of the Company in relation to rent, auto leases, auto repairs and usage, auto insurance, and meals and entertainment. These amounts have been recorded as compensation expense and are included in general and administrative expense on these financial statements.
NOTE 21
SUBSEQUENT EVENTS
Management has evaluated subsequent events through April 15, 2010, the date which the financial statements were available for issue. The following subsequent events were noted:
In January 2010, the Company received proceeds of $50,000 related to convertible promissory note. The note bears interest at 10%. The note is convertible into common stock. The Company has reserved 4,000,000 shares of common stock in the name of the lender for this possible conversion.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Farber & Hass LLP, the independent accountant who has been engaged by us as the principal accountant to audit our consolidated financial statements, was dismissed effective April 14, 2005. On April 14, 2005, our Board of Directors approved the engagement of Weaver & Martin, LLC as our new principal independent accountant to audit our consolidated financial statements for the year ending December 31, 2005.
The decision to change our independent accountant from Farber & Hass LLP to Weaver & Martin, LLC was approved by our Board of Directors.
The report of Farber & Hass LLP on our financial statements as of and for the years ended December 31, 2004 and December 31, 2003 did not contain an adverse opinion, or a disclaimer of opinion, however the report issued on the financial statements for the year ended December 31, 2004 was modified as to our ability to continue as a going concern. During the periods ended December 31, 2003 and December 31, 2004 and the interim period from January 1, 2005 through the date of dismissal, we did not have any disagreements with Farber & Hass LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Farber & Hass LLP, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
Prior to engaging Weaver & Martin, LLC, we had not consulted Weaver & Martin, LLC regarding the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on our financial statements.
On October 5, 2007, the firm of Weaver & Martin resigned as the auditor of record for the Company. There were no disagreements between the Company and Weaver & Martin, and Weaver & Martin did not issue any adverse opinion or disclaimer or opinion in the principal accountant’s report on the financial statement for the Company in either of the past two years.
On October 26, 2007, the Company retained Michael F. Albanese, CPA in Parsippany, New Jersey to act as the publicly registered auditor of the Company and to review the Company’s Form 10-QSB for September 30, 2007. Prior to engaging Michael F. Albanese, CPA, we had not consulted Michael F. Albanese, CPA, regarding the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on our financial statements.
On March 3, 2008, Michael F. Albanese, CPA advised the Company that he resigned as our auditor of record. There have been no disagreements between the Company and Michael F. Albanese, and Michael F. Albanese did not issue any adverse opinion or disclaimer or opinion in the principal accountant’s report on the financial statements for the Company in either of the past two years and any subsequent interim period through the date of resignation.
On March 3, 2008, the Company retained the firm of Weaver & Martin in Kansas City, Missouri to act as the principal accountant of the Company to audit the Company’s financial statements.
Item 9A(T).
Item 9A(T). Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
During the evaluation of disclosure controls and procedures as of December 31, 2009 conducted during the preparation of our financial statements to be included in this annual Report on Form 10-K, no material weakness in internal control over financial reporting was identified. The Company has concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process, under the supervision of our Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management has concluded that, as of December 31, 2009, no material weakness existed in our financial statements.
(b) Changes in internal control over financial reporting. There were no changes in the Company's internal control over financial reporting during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act.
The following table sets forth certain information regarding our Directors and executive officers.
Name
Age
Position
A. Frederick Greenberg
Chief Executive Officer, Director
Richard M. Greenberg
President, Secretary, Treasurer, Director
A. Frederick Greenberg and Richard M. Greenberg are brothers.
Business Experience:
A. Frederick Greenberg,
Chief Executive Officer and Director
From 1962 to 1967, Mr. A. Frederick Greenberg served as a line officer in the United States Navy, specializing in communications. As part of his duties, he participated in the design of the Navy’s 20-year communications plans for the Atlantic area, commanded the Naval Communications Station in Driver, Virginia, served as Radio Officer aboard the aircraft carrier, U.S.S. Intrepid and as Communications Officer in Guantanamo Bay, Cuba for the duration of the “Cuban Missile Crisis.” From 1981 through 1984, he arranged for the acquisition and distribution of theatrically released major
motion pictures including "First Blood (Rambo)" (1982), and "The Terminator" (1984) and motion picture libraries. From 1990 to 1993, he conceived and oversaw development of the world’s first direct digital broadcast satellite system, called SkyPix. In 1993, Mr. Greenberg and Nynex successfully tested the use of DSL technology (DSL) to distribute full-motion video. In 1995, he developed a system for home delivery of unlimited channel capacity and 2-Way Video for NYNEX CableComms Ltd. in London, England. From 1995 until 2005, he conceived and developed a fully switched broadband telephone network for real-time 2-Way Video and data, targeting enterprise, military, educational, medical and government market verticals. Mr. Greenberg graduated from Phillips Academy, Andover, Massachusetts in 1956 and from Harvard College in 1960. Mr. Greenberg is Richard M. Greenberg’s brother and has worked alongside him in all things since 1972.
Richard M. Greenberg,
President, Secretary, Treasurer and Director
Mr. Richard M. Greenberg has engaged in various entrepreneurial enterprises. Mr. Greenberg graduated from Phillips Academy, Andover, Massachusetts in 1962, and from Harvard College in 1965, and received a Juris Doctorate from Fordham University School of Law in 1968. He served in the Judge Advocate General Corps of the United States Navy from 1969 to 1972.
There have been no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our last proxy statement.
Term of Office
The Directors named above will serve until the next annual meeting of our shareholders. Absent an employment agreement, officers hold their positions at the pleasure of the Board of Directors.
Code of Ethics
On February 13, 2004 our Board of Directors adopted a Code of Business Conduct and Ethics that applies to all of our officers, Directors and employees. We will provide to any person, upon request and without charge, a copy of our Code of Ethics. Requests should be in writing and addressed to Mr. Richard M. Greenberg, c/o Interlink-US-Network, Ltd., 10390 Wilshire Boulevard, Penthouse 20, Los Angeles, California 90024.
COMPENSATION DISCUSSION AND ANALYSIS
Director Compensation
Other than Mr. Hergott, our former Director, who previously drew a salary from us for his services to the Board of Directors, our Directors do not receive any separate consideration from the Company other than the compensation (if any), that they are paid as the Company’s executives for their services on the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors. Mr. Hergott accrued $1,538 of consideration during the year ended December 31, 2006, in connection with his service to the Board of Directors; however, Mr. Hergott has since resigned from the Company.
Executive Compensation Philosophy
Our Board of Directors determines the compensation provided to our executive officers in their sole determination. Our executive compensation program is designed to attract and retain talented executives to meet our short-term and long-term business objectives. In doing so, we attempt to align our executives’ interests with the interests of our shareholders by providing an adequate compensation package to such executives. This compensation package may include a base salary, funding permitting, which we believe is competitive with other companies of our relative size. In addition, we have previously granted certain options to our executive and non-executive employees as part of our compensation package, and our Board of Directors reserves the right to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance in the future. This package may also include long-term, stock based compensation to certain executives which is intended to align the performance of our executives with our long-term business strategies. As we have had significant working capital deficiencies during the past two fiscal years, our executive officers have agreed to keep their salaries and compensation packages to a minimum to conserve our working capital for business operations and current liabilities.
Compliance With Section 16(a) of Exchange Act
Section 16(a) of the Securities Exchange Act requires our Directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.
To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during our 2006 fiscal year our Directors, executive officers and persons who own more than 10% of our common stock did not comply with all Section 16(a) filing requirements. These deficiencies include, but are not limited to the fact that Mr. Aramyan and Giarmo failed to file Form 4 filings in connection with the issuances of shares they received in December 2006 and Mr. Kasper failed to file a Form 4 in connection with his grant of shares in January 2007.
Employment Agreements
On September 1, 2005, the Company’s Board of Directors approved an Employment Agreement for Lee Kasper, as the Company’s President. The term of the Employment Agreement is seven years. After the initial term, unless either party gives 180 days notice to the other that it wishes to terminate the Employment Agreement, the term will be renewed for successive one year periods. The validity of Mr. Kasper’s Employment Agreement is currently in dispute.
Mr. Kasper received a base salary of $600,000 during 2005. In 2006, the agreement was amended to reduce Mr. Kasper’s salary to 300,000 for 2006 and all subsequent years of the agreement. Mr. Kasper was also be entitled to receive an annual performance bonus based on standards and goals established by the Board of Directors and Mr. Kasper within 90 days of the beginning of each fiscal year. Mr. Kasper was also entitled to participate in any benefit programs established for the Company’s employees.
The Company terminated Mr. Kasper’s employment for cause on November 6, 2007 by written consent of the majority of shareholders.
In February of 2008, Mr. Kasper filed suit against the Company, directors of the Company, and Jump Communications. Management feels that the suit is unwarranted and plans to defend itself to the fullest extent possible. No adjustments have been made to the financial statements at December 31, 2007 for this contingency.
Item 11.
Item 11. Executive Compensation.
The following table sets forth information as to the compensation paid or accrued to our officers and Directors, for the years ended December 31, 2009, December 31, 2008 and December 31, 2007:
SUMMARY COMPENSATION TABLE
Securities
Underlying
All Other
Total
Name and Principal
Salary
Bonus
Options/
Stock
Compensation
Compensation
Position
Year
($)
($)
SARs(1)
Awards
($)
($)
A. Frederick Greenberg
--
--
--
--
62,076(1)
62,076
CEO, Director
--
--
--
--
--
--
--
--
--
--
--
--
Richard M. Greenberg
--
--
--
--
62,076(1)
62,076
President, Secretary,
--
--
--
--
--
--
Treasurer, Director
--
--
--
--
--
--
(1) Represents $124,152 of personal expenses of Mr. A. Frederick Greenberg and Mr. Richard Greenberg paid by the Company during the year ended December 31, 2009. This consisted of $67,586 for rental of personal residence, $24,095 for car leases, $5,682 for car repairs and maintenance, $4,092 for car insurance, $6,490 for health insurance and $16,207 for meals and entertainment.
2009 Interlink-US-Network Equity Incentive Plan
The Board of Directors of the Company and the stockholders holding more than approximately 71.5% of the outstanding voting shares of the Company’s stock recently approved a resolution to enact the Interlink-US-Network, Ltd. 2009 Equity Incentive Plan (the “Plan”). The Company currently employs a number of employees and consultants, but would like to provide additional compensation to these employees and consultants, as well as create an incentive for new employees and consultants which the Company intends to retain in the near future. Therefore, the Company has decided to enact the Plan as a means to provide additional compensation to the Company's employees and consultants. The Plan gives the Company the authority to grant and issue up to 2,000,000 shares of Common Stock to eligible employees and consultants. The grants may come in the form of options to purchase Common Stock, restricted stock awards or registered stock awards, all in the discretion of the Company’s Board of Directors. The Board of Directors believes that the Plan is in the best interests of both the Company and its stockholders to help the Company attract and maintain experienced and talented employees, while providing an incentive for them to perform at the peak of their abilities. Currently, there are no shares, options or other grants or awards of shares of Common Stock issued and outstanding under the Plan.
Outstanding Options Held by Officers and Directors As of December 31, 2009
As of December 31, 2009, any and all options previously granted under the 2001 NuTech Digital, Inc. Equity Incentive Plan either expired or were cancelled pursuant to terms of the Plan.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of March 30, 2010, information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our Directors, each person known by us to own beneficially more than 5% of the common stock, and all of our Directors and executive officers as a group. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. The term "executive officer" is defined as the Chief Executive Officer/President, Chief Financial Officer and the Vice-President. Each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
Shares of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of March 31, 2009, are considered outstanding and beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Name and Address (1)
Number of Shares of
Common Stock
Beneficially Owned
Percentage of
Ownership
A. Frederick Greenberg
14,538,249
(2)
70.6%
(3)
Chief Executive Officer and Director
Richard M. Greenberg
--
0%
President, Treasurer, Secretary and Director
All current Officers and Directors (2 Persons)
14,538,249
(2)
70.6%
(3)
(1) Unless otherwise indicated, the address of the persons named in this column is Interlink-US-Network, Ltd., 10390 Wilshire Boulevard, Penthouse 20, Los Angeles, California 90024.
(2) On August 2, 2007, Jump Communications, Inc. (“Jump”) entered into an Asset Purchase Agreement and a License Agreement with the Issuer pursuant to which Jump agreed to sell certain assets and license certain technology to the Issuer in exchange for 90% of the issued and outstanding stock of the Issuer. On August 22, 2007, the transaction between the Issuer and Jump closed, with the Issuer issuing 23,800 shares of Series A Convertible Preferred Stock to Jump. Each share of Series A Convertible Preferred Stock is convertible into 833 shares of Common Stock, no par value per share, of the Issuer. The conversion is at the sole discretion of the Preferred shareholder and may be exercised at any time and from time to time. In addition, each share of Series A Convertible Preferred Stock is entitled 833 votes on each issue presented to the shareholders by the Issuer. In addition, Jump owns 733 shares of Common Stock. The Reporting Person holds 100% percent of the issued and outstanding stock of Jump.
(3) On a fully converted and diluted basis, these shares of Series A Convertible Preferred Stock would represent 70.6% of the issued and outstanding shares of Common Stock of the Issuer.
(4) Based on 10,145,987 shares of common stock outstanding assuming the exercise of all options held by the Company’s current and former officers and Directors, and the conversion of all outstanding shares of Series A Convertible Preferred Stock.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
In order to fund working capital requirements, we have from time to time borrowed money from persons who are executive officers, Directors and/or beneficial holders of 5% or more of our common stock, or their affiliates. Our unpaid principal indebtedness to these persons is set forth below.
In July 2000, Mr. Kasper provided both his personal residence and his personal guaranty as security for a loan in the amount of $900,000 that we borrowed through the Small Business Administration. The Company currently makes monthly payments of $5,000. This loan is described in greater detail above under “Liquidity and Capital Resources.”
On May 15, 2001, our Board of Directors adopted and our shareholders approved the NuTech Digital, Inc. 2001 Equity Incentive Plan (the "Equity Incentive Plan"). The Equity Incentive Plan has a term of 10 years and is administered by our Board of Directors. Pursuant to the Equity Incentive Plan, the Board of Directors may grant to eligible persons, which include employees, officers, Directors, consultants and agents, awards of options (which may be qualified or non-qualified) or common stock. 3,500,000 shares of our common stock were originally set aside for grants made under the Equity Incentive Plan. Pursuant to the terms of the Equity Incentive Plan, the number of shares available for issuance may be increased on the first day of each fiscal year by a number that will increase the total number of shares reserved to 30% of our issued and outstanding common stock. As of December 31, 2006, a total of 12,695,000 shares of the common stock included in the Equity Incentive Plan had been reserved for issuance for awards. Of this amount, all have since been cancelled or expired.
In March 2002, Mr. Kasper also agreed to personally guarantee our bank line of credit in the amount of $650,000. We breached certain covenants of the loan agreement and our lender, U.S. Bank, N.A. wanted us to repay the loan. On November 7, 2002, U.S. Bank, N.A. agreed to make a loan in the amount of $640,000 to Mr. Lee Kasper, who used the proceeds to pay-off our line of credit. The loan to Mr. Kasper required 30 monthly payments of $21,333 plus interest at 3% over prime. We pledged all of our assets as collateral for repayment of the loan and we have guaranteed repayment of the loan. This loan is paid in full.
In February 2003, Mr. Kasper received a personal loan of $500,000 from Skura Intercontinental Trading Company, which is secured by his assets. The interest rate of the loan is 3% and the term is 36 months. Mr. Kasper loaned these funds to us on terms identical to the terms he received.
In July 2003, the Company adopted the 2003 Consultant Stock Plan and reserved 5,000,000 shares of common stock for issuance to consultants for the Company. The purpose of the plan is to advance the interests of the Company by helping the Company obtain and retain the services of persons providing consulting service upon whose judgment, initiative, efforts and/or service the Company is substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of common stock in the Company. The plan term is for ten years and the shares are issued at the fair market value on the date the shares are awarded.
On June 18, 2004, Lee Kasper was granted an option to purchase 2,000,000 shares of common stock at a price of $0.385 per share, 110% of the fair market value on the date of grant. The term of the option is five years. Mr. Kasper had the right to purchase 1,000,000 shares if the Company earns at least $2,000,000 in any calendar quarter during the 2004 fiscal year. Mr. Kasper’s right to purchase an additional 500,000 shares would have vested if the Company earns at least $5,000,000 in revenues during the 2004 fiscal year. The right to purchase 500,000 shares would vest if the Company successfully produces at least two major music concerts during the 2004 fiscal year. A major music concert is defined as a concert having a production budget that is no less that $250,000. The Company has successfully produced two major music concerts during the 2004 fiscal year. As of December 31, 2004, the right to purchase 1,500,000 of those warrants had lapsed. No options remain as of December 31, 2009.
On June 18, 2004, our former Vice President and Director Joseph Giarmo was granted an option to purchase 300,000 shares of common stock at a price of $0.35 per share, the fair market value on the date of grant. The term of the option is ten years. The right to purchase 150,000 shares vested immediately, in recognition of Mr. Giarmo’s efforts in filming our first music concert. Mr. Giarmo was granted the right to purchase 50,000 shares if the Company earned at least $2,000,000 in any calendar quarter during the 2004 fiscal year. Mr. Giarmo’s right to purchase an additional 50,000 shares was to vest if the Company earned at least $5,000,000 in revenues during the 2004 fiscal year. The right to purchase 50,000 shares was to vest if the Company successfully produced at least two major music concerts during the 2004 fiscal year. A major music concert is defined as a concert having a production budget that is no less than $250,000. The Company successfully
produced two major music concerts during the 2004 fiscal year. As of December 31, 2004, the right to purchase 100,000 of those warrants had lapsed. . No options remain as of December 31, 2009.
On June 18, 2004, our former Director Yegia Eli Aramyan was granted an option to purchase 100,000 shares of common stock at a price of $0.35 per share, the fair market value on the date of grant. The term of the option was ten years. The right to purchase 25,000 shares vest immediately, in recognition of Mr. Aramyan’s past service to the Company. The right to purchase the remaining 75,000 shares vests over a three year period, 25,000 shares per year, on the anniversary date of the date of grant. No options remain as of December 31, 2009.
On September 1, 2004, our former Director Joseph Giarmo was granted an option to purchase 1,000,000 shares of common stock at a price of $0.26 per share, the fair market value on the date of grant. The term of the option was ten years. The right to purchase 500,000 shares vested on the date of grant while the right to purchase the remaining 500,000 shares vested on October 1, 2004. No options remain as of December 31, 2009.
On September 1, 2004, our former Director Jay Hergott was granted an option to purchase 40,000 shares of common stock at a price of $0.26 per share, the fair market value on the date of grant. The term of the option is ten years. The option vested immediately. No options remain as of December 31, 2009.
On March 17, 2005, the Company issued a warrant to acquire up to 3,000,000 shares of common stock at an exercise price of $0.14 to the Company’s former President, Lee Kasper. On April 26, 2005, the warrant was cancelled by mutual agreement of the Company and Mr. Kasper. No options remain as of December 31, 2009.
On September 1, 2005, Lee Kasper was granted an option to purchase 6,000,000 shares of common stock at a price of $0.121 per share, 110% of the fair market value on the date of grant as an incentive to execute an Employment Agreement with the Company. The term of the option is five years. The option vested immediately. . No options remain as of December 31, 2009.
In August 2005, Mr. Kasper received an additional $350,000 loan from Skura Intercontinental Trading Company, which is secured by his personal residence. Mr. Kasper loaned these funds to us on the same terms on which they were borrowed. The interest rate is 8% and the term is 36 months.
In or around July 2006, we adopted the NuTech Digital, Inc. 2006 Directors, Officers and Consultants, Stock Option, Stock Warrant and Stock Award Plan, which has not been approved by our shareholders, which plan allowed for the issuance of 5,000,000 shares of common stock, warrants options or preferred stock to eligible Directors, employees, consultants, and attorneys who provide bona fide services to the Company, which is described in greater detail in our Registration Statement on Form S-8, filed with the Commission on August 2, 2006.
On December 15, 2006, we issued 500,000 shares of common stock to our Director Joseph Giarmo, in consideration for services rendered by Mr. Giarmo during 2006.
On December 15, 2006, we issued 500,000 shares of common stock to our former Director Yegia Eli Aramyan, in consideration for services rendered by Mr. Aramyan during 2006.
On January 10, 2007, we issued 2,000,000 shares of common stock to our former Chief Executive Officer and Director, Lee Kasper in consideration of payroll accrued in 2006 and the fact that Mr. Kasper has not demanded repayment of any of his outstanding loans to the Company.
On May 1, 2001, the Company leased its office and warehouse facilities for five years and three months. The base rental was $7,800 per month plus operating costs with cost of living adjustments in May of each year. The lease terminated on July 31, 2006.
At the end of the lease, the Company relocated to the home of an officer of the Company. From August 1, 2006 through September 30, 2007, the Company was being charged an amount of $2,000 per month for the use of this location.
On October 1, 2007, the Company entered into a twenty-four month lease with Jump Communications, Inc. for office and warehouse space. The base rental was $10,000 per month, plus operating costs. The lease terminated on September 30, 2009. Our Chief Executive Officer, A. Frederick Greenberg, is the principal shareholder and sole officer of Jump.
On October 1, 2007, the Company entered into a twelve month lease with Jump Communications, Inc. for office space in New York, N.Y. The base rental is $3,100 per month, plus operating costs. The lease was renewed on September 30, 2008.
The Board of Directors of the Company and the stockholders holding more than approximately 71.5% of the outstanding voting shares of the Company’s stock recently approved a resolution to enact the Interlink-US-Network, Ltd. 2009 Equity Incentive Plan (the “Plan”). The Company currently employs a number of employees and consultants, but would like to provide additional compensation to these employees and consultants, as well as create an incentive for new employees and consultants which the Company intends to retain in the near future. Therefore, the Company has decided to enact the Plan as a means to provide additional compensation to the Company's employees and consultants. The Plan gives the Company the authority to grant and issue up to 2,000,000 shares of Common Stock to eligible employees and consultants. The grants may come in the form of options to purchase Common Stock, restricted stock awards or registered stock awards, all in the discretion of the Company’s Board of Directors. The Board of Directors believes that the Plan is in the best interests of both the Company and its stockholders to help the Company attract and maintain experienced and talented employees, while providing an incentive for them to perform at the peak of their abilities. Currently, there are no shares, options or other grants or awards of shares of Common Stock issued and outstanding under the Plan.
Item 14.
Item 14. Principal Accountant Fees and Services.
The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2009 and December 31, 2008 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.
PART IV
Item 15.
Item 15. Exhibits.
(a) EXHIBITS:
Exhibit
No.
Description of Exhibit
3.1
Articles of Incorporation, as amended.(1)
3.2
Bylaws of Interlink-US-Network, Ltd.(1)
10.1
2001 NuTech Digital, Inc. Equity Incentive Plan, as amended August 13, 2003.(4)
10.2
Business Security Loan Agreement between NuTech Digital, Inc. and U.S. Bank N.A., dated as of March 20, 2002 including the Addendum and Amendment thereto. (1)
10.3
Letter of Intent between NuTech Digital, Inc. and Ritek Corp. dated as of August 6, 1996 (including Letter of Intent A).(1)
10.4
Promissory Note and Commercial Security Agreement memorializing Small Business Administration Loan between NuTech Digital, Inc. and Imperial Bank, SBA Department, dated as of July 12, 2000.(1)
10.5
Unconditional Guarantee signed by Lee Kasper in favor of Imperial Bank dated July 12, 2000.(1)
10.6
Lease Agreement between Kathy Shreiber, Todd Lorber and Hiroko (“Lessor”) and NuTech Digital, Inc. (“Lessee”) for the premises located at 7900 Gloria Avenue, Los Angeles, CA, dated as of March 10, 2001.(1)
10.7
Note Secured by Deed of Trust by and between Lee H. and Michelle Kasper and Skura Intercontinental Trading Company dated February 19, 2003.(2)
10.8
Deed of Trust dated February 19, 2003 by Lee H. Kasper and Michelle Kasper in favor of Skura Intercontinental Trading Company.(2)
10.9
Term Loan Agreement dated November 7, 2002 between Lee Kasper and U.S. Bank, N.A.(2)
10.10
Addendum to Term Loan Agreement dated November 7, 2002 between U.S. Bank N.A. and Lee Kasper. (2)
10.11
Form of Common Stock Purchase Agreement. (4)
10.12
Form of Warrant. (4)
10.13
Warrant issued to Brighton Capital, Ltd.(4)
10.14
Amended and Restated NuTech Digital, Inc. 2003 Consultant Stock Plan. (4)
10.15
Consulting Agreement dated February 18, 2004 between NuTech Digital, Inc. and Redwood Consultants, LLC.(4)
10.16
Agreement dated February 4, 2004 between NuTech Digital, Inc. and Brighton Capital, Ltd.(4)
10.17
Agreement dated January 29, 2004 between NuTech Digital, Inc. and Lyons Capital, LLP.(4)
10.18
Agreement dated February 2, 2004 between NuTech Digital, Inc. and Sloan Securities Corp.(4)
10.19
Agreement dated December 4, 2003 between NuTech Digital, Inc. and Queenstone Financial Corp., including an amendment thereto dated February 22, 2004(4)
10.20
Option grant to Lee Kasper dated June 18, 2004.(5)
10.21
Option grant to Joseph Giarmo dated June 18, 2004.(5)
10.22
Option grant to Yegia Eli Aramyan dated June 18, 2004.(5)
10.23
Option grant to Joseph Giarmo dated September 1, 2004.(5)
10.24
Employment Agreement with Lee Kasper dated September 1, 2005(6)
10.25
Option grant to Lee Kasper dated September 1, 2005 (6)
10.26
Heads of Agreement for Manufacturing and Distribution between Warner Elektra Atlantic Corporation and NuTech Digital, Inc. (7)
10.27
Consulting Agreement dated April 14, 2006 between the Company and Digital Acquisitions Company LLC (8)
10.28
Joint Venture Agreement with Coalition Media Group (9)
10.29
Video Licensing Agreement with MusicGiants, Inc. (10)
10.30
License Agreement Regarding Due Distribution(11)
10.31
License Agreement Regarding DVD Distribution(11)
10.32
Agreement with Jump Communications, Inc. (12)
10.33
Asset Purchase Agreement with NuTech (12)
10.34
License Agreement with NuTech (12)
10.35
Asset Purchase Agreement with NAC (12)
10.36
License Agreement with NAC (12)
10.37
Debt Conversion Agreement with Queenstone(12)
10.38
2009 Interlink-US-Network, Ltd. Equity Incentive Plan (13)
Exhibit
No.
Description of Exhibit
31.1*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002*
31.2*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002*
32.1*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002*
32.2*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002*
(1) Incorporated by reference to the respective exhibits filed with registrant's Registration Statement on Form SB-2 (Commission File No. 333-88550).
(2) Incorporated by reference from the registrant's Form 10-KSB for the fiscal year ended December 31, 2002 filed on March 31, 2003, as amended on April 10, 2003.
(3) Incorporated by reference from the registrant's Form 8-K filed on October 15, 2002.
(4) Incorporated by reference from the registrant's Form 10-KSB for the fiscal year ended December 31, 2003 filed on March 24, 2004.
(5) Incorporated by reference from the registrant's Form 10-KSB for the fiscal year ended December 31, 2004 filed on April 11, 2005.
(6) Incorporated by reference from the registrant's Form 8-K filed on September 2, 2005.
(7) Filed as an exhibit to our Form 10-KSB, filed with the Commission on April 17, 2007, and incorporated herein by reference.
(8) Filed as an exhibit to our Form 10-QSB, filed with the Commission on May 22, 2006, and incorporated herein by reference.
(9) Filed as an exhibit to our Form 8-K, filed with the Commission on January 19, 2007, and incorporated herein by reference.
(10) Filed as an exhibit to our Form 10-QSB, filed with the Commission on November 22, 2006 and incorporated herein by reference.
(11) Filed as an exhibit to the Company’s Form 10-KSB, filed with the Commission on April 17, 2007, and incorporated herein by reference.
(12) Filed as an exhibit to the Company’s Form 10-QSB, filed with the Commission on May 22, 2006, and incorporated herein by reference.
(13) Filed as an exhibit to the Company’s Form 14C, filed with the Commission on March 23, 2009, and incorporated herein by reference.
* Filed herein
(b) REPORTS ON FORM 8-K:
The Company filed no reports on Form 8-K subsequent to the period covered by this report.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
April 15, 2010
INTERLINK-US-NETWORK, LTD.
By: /s/ Richard M. Greenberg
President, Chief Financial
Officer and Duly Authorized
Officer (Principal accounting
and financial officer)
In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ A. Frederick Greenberg
Chief Executive Officer,
April 15, 2010
A. Frederick Greenberg
and Director
/s/Richard M. Greenberg
President, Secretary,
April 15, 2010
Richard M. Greenberg
Treasurer and Director
(Chief Financial Officer)