Item 1 Business
Business Development
We are a development-stage company organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “KUNEKT Card”) and related services that we are developing. We expect to provide personal and business consumers with the KUNEKT Card (similar in form to a charge card or credit card), which is linked to multiple financial accounts. It is planned that the KUNEKT Card will reduce the security risk associated with carrying multiple cards around, and it will be able to access multiple financial accounts for a single purchase. It is intended that in this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts will be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.
On October 24, 2008, we received an Advisory Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Advisory Action was February 1, 2009. The U.S. Patent and Trademark Office Examiner had not accepted our response to the final Official Action, so according to our patent application counsel we now had a number of options available. One of those options was to abandon the patent application, we did not entertain this option.
On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.
On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner.
On March 4, 2009, we received an Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process.
As of the date of this filing, there has been no further correspondence from the U.S. Patent and Trademark Office Examiner. Irrespective of whether we are granted a U.S. patent on our invention or not, we will continue the development of the KUNEKT Card and related services and our website.
Since inception we have primarily been concerned with the design and development of the KUNEKT Card, our logo and our web site located at www.kunekt.com. This substantial amount of work is now nearing completion. As of the date of this annual report we have generated no revenues from our operations.
Our Business
We intend to provide to personal and business consumers, a new single financial account card (similar in form to a charge card or credit card), which new single financial account card (the “KUNEKT Card”) is linked to multiple financial accounts. The KUNEKT Card would reduce the security risk associated with carrying multiple cards around, and it would be able to access multiple financial accounts for a single purchase. In this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts would be available to a KUNEKT Card cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.
The KUNEKT Card
Want the purchasing power of multiple credit cards in the convenience of one? It’s here with our patent-pending technology. Change the way you use credit cards forever with the KUNEKT Card. The KUNEKT Card is the only credit card in the World to combine your entire credit on one card. Your purchasing power is limited by the total of your card limits - not by the limit on a single card. Your KUNEKT Card automatically determines which of your connected cards has enough credit available to pay for your purchase, or it will combine credit from multiple connected cards for a single purchase. Eliminate the risk of a transaction being declined and stop playing credit card roulette.
Market Opportunity
Our potential market is the more than 132 million credit card holders in the United States each carrying on average 5.4 credit cards. We intend to charge an annual fee of $20 per KUNEKT Card customer and our target is to have 1 million KUNEKT Card customers by the end of 2011. This is three-quarters of one percent of our potential market and could generate approximately $20 million in annual fees.
Management believes that the combination of our patent-pending technology, our registered brand and potential market will not go unnoticed by Visa®, American Express®, MasterCard® and Discover®.
U.S. Credit Card Market
· 78% of U.S. households - about 91.1 million - had one or more credit cards at the end of 2008. (Source: Nilson Report, April 2009)
· U.S. consumers had an average of 5.4 cards in Q4, 2008. (Source: Experian marketing insight snapshot, March 2009)
· 339 million Visa credit cards were in circulation in the U.S. as of September 30, 2008. (Source: Visa.com)
· 263 million MasterCard credit cards were in circulation in the U.S. as of December 31, 2008. (Source: MasterCard.com)
· 54 million American Express credit cards were in circulation in the U.S. as of December 31, 2008. (Source: Nilson Report, February 2009)
· 57.1 million Discover credit cards were in circulation in the U.S. as of December 31, 2008. (Source: Nilson Report, February 2009)
Description of the KUNEKT Card and Related Services
We intend to provide the KUNEKT Card and related services, which are based upon our founder’s patent-pending invention relating to a system and method for processing financial transactions. The invention relates to processes and systems that allow multiple financial accounts to be represented by a single financial account and for processing financial transactions associated with the single financial account.
Our founder’s invention provides systems and methods for associating multiple financial accounts with a single multi-card account. The single multi-card account may allow a cardholder to determine an order for processing a financial transaction among the multiple financial accounts. This ordering, or ranking, may be dependent on the type of financial transaction. Also, the cardholder may allow partial payments from multiple financial accounts, such that a single purchase could be allocated to multiple accounts associated with the multi-card account. These systems and methods minimize the number of cards a cardholder must carry, thus minimizing the chance of losing cards or otherwise having an unauthorized use of an account and also minimizing the chance of a rejection of a transaction.
The invention also provides a system for processing a financial transaction. This system includes: a managing module, operable to receive a ranking of a plurality of existing financial accounts comprising a multi-card account, wherein the ranking is the preferred order for which the existing financial accounts should be accessed to fund the financial transaction; and a transaction processing module, operable to process an authorization request for a financial transaction associated with a multi-card account, where the processing is based on the ranking of the plurality of existing financial accounts.
The invention provides for a multi-card for purchasing goods or services. The multi-card includes a plurality of existing financial accounts where the plurality of financial accounts comprise a ranking indicating the preferred order for which the existing financial accounts should be accessed to fund the financial transaction.
KUNEKT Card Features
· All your credit on one card
o The KUNEKT Card looks like any other credit card but uniquely combines all the credit limits of your cards in a single card! Credit card purchases using the KUNEKT Card are limited by your credit available on your cards; not by the limit on a single card. Now, you only need to carry one card - the KUNEKT Card - to access all the credit limits of your credit cards.
· Your cards in one place
o Imagine losing your wallet! You have to call each credit card company to notify them and cancel your cards; you have to wait for your replacement cards without credit until they arrive; and, you have to contact all pre-authorized vendors. The KUNEKT Card shields you from all of this hassle. Your connected cards are safely at home or the office; they aren't lost or stolen.
· Unique card protection
o Stop flipping through your credit cards to figure out which card to use! We do that for you. With a KUNEKT Card, your purchases are automatically charged to your cards based upon the priorities you select. Just prioritize the cards for charging your purchases by available credit, by lowest interest rate, by airline mileage rewards or by cash rebates. Even select the card to charge types of specific purchases to!
· Email and text alerts
o Protecting your credit rating and credit card security are more important today than ever. KUNEKT provides time-critical information via email or text alerts to help you make your credit card payments on time. We advise you of high balances, low available credit, credit reductions, large or unusual transactions and unknown vendors or locations on any of your credit cards, wherever you are.
· Prioritize purchasing
o Access your KUNEKT account online for a current and complete view of ALL your credit card accounts. We automatically update amounts due, available credit, purchases, payment due dates, minimum payment amounts and interest rates. Dynamically change card priorities or email and text alert triggers online.
· Low annual fee
o The KUNEKT Card has a low annual fee and no application fees. It’s only $20 per year and it’s satisfaction guaranteed!
o GUARANTEE: At any time prior to your 6-month anniversary, you can cancel your KUNEKT Card and receive a full refund.
KUNEKT Card Security
· Lost or stolen card
o Replacing a lost or stolen KUNEKT Card is simple. Just call one easy-to-remember number:
o 877 2 KUNEKT (877 258 6358)
· No lost credit
o If your KUNEKT Card is lost or stolen, your other credit cards are safely at home or the office and their credit is still available until you receive your new card!
· ID theft and fraud
o The KUNEKT Card shields your identification and credit from ID theft and fraud by limiting the sensitive data you carry.
· Manageable protection
o With a KUNEKT Card, get the same protection and security as if you visit all of your credit card sites all day, every day!
· Bank level data security
o KUNEKT will provide bank-level data security for all your credit card information using 128-bit SSL encryption and 24/7 security. KUNEKT.com intends to receive the VeriSign security seal and to be tested daily by Hackersafe, privacy protection standards certified by TRUSTe, and anti-phishing protection provided by RSA Security, Inc.
· Alerts increase your security
o KUNEKT provides 24/7 protection through proactive email and text alerts to notify you of any large purchases or unusual charges in your accounts. Know what’s happening when it’s happening with alerts from KUNEKT! React quickly to avoid any potential damage to your credit.
KUNEKT Card Technology
· Patent rights
o A patent grants the right to exclude others from making, using, offering for sale, or selling the patented invention throughout the U.S. or even importing the invention into the U.S. for 20 years from the date on which the application for the patent was filed.
· No competition
o Our patent (if granted) will prevent any other credit card company [AMEX®, Visa®, MasterCard®, Discover®, etc.] or credit card issuer [Citibank®, Walmart®, Starbucks®, etc.] from offering a credit card that allows the cardholder to connect to more than just one card.
· IP filing dates
o Our patent application (Application #11/809,031, Publication #20080301041) was filed with the United States Patent and Trademark Office on May 31, 2007. Our registered trademark for KUNEKT® (Registration #3,622,342) was granted by the United States Patent and Trademark Office on May 19, 2009.
· Licensing
o KUNEKT intends to license its proprietary technology to other credit card companies and credit card issuers. This would enable them to add our patent-pending "All-in-One" feature to their cards. By licensing KUNEKT technology, credit card issuers would have the power to make their card the consumer's first and only choice for their credit card purchases.
Market for the KUNEKT Card
The use of financial cards for conducting financial transactions is ubiquitous. People use financial cards to purchase a variety of goods and services. Two principal types of financial cards are credit cards and debit cards. Typically, a credit card represents a line of credit that has been issued from a financial institution to an individual, the cardholder. The credit card allows the cardholder to purchase goods and services against the line of credit. The line of credit is associated with an account and that account has certain terms governing how credit is extended to the cardholder. Typical terms include an annual interest rate charged on the amount of money actually lent to the cardholder, a grace period that allows the cardholder to pay for purchases without incurring interest charges, annual fees for the account, and other fees, such a late payment fees. Credit cards may be issued by national card associations, such as American Express or DiscoverCard; a financial institution in conjunction with a national card association, such as a Bank of America, VISA, or MasterCard; or directly from a retailer, such as Macy’s or British Petroleum. Commonly, a cardholder would have many different credit cards at one time.
In contrast, a debit card, sometimes referred to as a check card, allows the cardholder to withdraw funds from the cardholder’s bank account. Instead of making a purchase on credit, as with a credit card, the purchase is made with funds that the cardholder actually has on hand. Generally, a debit card is issued from the financial institution that maintains the financial account containing the funds used for the purchases. This card may be the same card used to receive cash from automated teller machines (ATMs). In some cases, a national card association, such as VISA, may sponsor a debit card, such that the card is honored wherever a VISA credit card is honored. Even in this case, funds are still taken directly from the financial account, rather than against an established line of credit. Often, a cardholder would have both credit cards and debit cards.
Credit card and debit card purchase transactions follow the same general process. A cardholder makes a purchase from a merchant and presents a card to pay for the purchase. The information from the card is taken by the merchant and sent, along with information about the purchase and merchant, to a transaction processor. This transaction processor may be a card association, like American Express, or a third-party vendor, who provides a service to financial institutions by authorizing financial card transactions. For a credit card purchase, the transaction processor compares the amount of the transaction with the amount of available credit on the account and either approves the purchase or declines the purchase. For example, a cardholder may have a VISA card account from Bank of America with a $2,500 credit limit. In other words, Bank of America has extended the cardholder $2,500 worth of credit. This cardholder may have only $1,000 of available credit on the account. This situation occurs when the cardholder has made $1,500 worth of other purchases that have yet to be paid. If the cardholder tries to purchase a $1,200 television set, that transaction would be declined, since the cardholder has only $1,000 of available credit. Conversely, if the cardholder tries to purchase a meal for $50, that transaction would be approved.
For debit cards, the process is comparable, except the transaction is checked against available funds in an account. At the end of the day, funds are transferred from the account associated with the debit card to the merchant. Often, debit card transactions require a cardholder to enter a personal identification number (PIN) to complete the transaction. A PIN provides an added layer of security, preventing an unauthorized user from accessing the financial account. Of course, some credit cards may also require a PIN in the transaction process.
The prevalence of credit card and debit card transactions has led to individuals having a large number of financial card accounts. One problem with this proliferation of cards is that, if a cardholder loses her wallet, then the loss typically must be reported to a large number of card issuers and a large number of cards have to be replaced. The cardholder is often also at risk for a certain amount of charges on a lost card, such as the first $50 charged. With multiple cards, this charge may be incurred for each lost card.
Another issue with a credit or debit card is that the card is linked to a single credit line or account. Should a purchase exceed the available credit limit or available funds in an account, the cardholder is subjected to a rejected or declined transaction. The cardholder may have to have the merchant go through a few accounts before one is found that has sufficient funds or available credit limit to satisfy the transaction.
What is needed is a single financial card that can be linked to multiple credit and debit accounts, the KUNEKT Card. The KUNEKT Card would reduce the security risk associated with carrying multiple cards around. The KUNEKT Card would be able to access multiple accounts for a single purchase. In this way, varying amounts of available funds or available credit lines associated with these multiple accounts would be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.
Intellectual Properties
On May 31, 2007, our founder, Mark Bruk, filed a non-provisional patent application with the United States Patent and Trademark Office for our financial account card product (the “KUNEKT Card”). On October 15, 2007, Mark Bruk licensed, on an exclusive basis, all worldwide rights, title and interest in and to the non-provisional patent application to us. Mr. Bruk, and his patent application counsel, did an extensive patent search to determine whether his patent application would meet the United States Patent and Trademark Office’s definition of a patentable invention and whether any existing patents or pending patent applications might preclude the United States Patent and Trademark Office from granting the patent, and concluded that the application should be filed (on the average, patents are granted in of about two out of every three applications for patents which are filed). This patent search process is not infallible and therefore does not guarantee that our founder will be granted a patent.
On March 21, 2008, we received an Official Action (dated March 19, 2008) from the United States Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was June 19, 2008. The United States Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to King & Spalding LLP, our patent application counsel, this action is not uncommon for a first Official Action on a patent application, as an initial rejection by the United States Patent and Trademark Office shifts the burden of patentability to the applicant and forces the applicant to submit a written paper distinguishing the cited prior art from the claimed invention.
After receiving an opinion from our patent application counsel, we believe that the United States Patent and Trademark Office misapplied the cited references to our claims. We instructed our patent application counsel to provide written arguments to the United States Patent and Trademark Office to overcome these rejections and this was done before the June 19, 2008 deadline. These arguments highlighted the claim elements that are not disclosed in the references. Our patent application counsel did not propose amending the claims at this point.
Soon after August 13, 2008, we received a final Official Action (dated August 13, 2008) from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was November 13, 2008. The U.S. Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to our patent application counsel, the U.S. Patent and Trademark Office Examiner rejected all of our arguments and merely repeated earlier rejections from the first Official Action. Our patent application counsel believes that the U.S. Patent and Trademark Office Examiner has misapplied the cited references to our claims and is misreading our claims. Our patent application counsel’s advice was that we file a response to the final Official Action, which was done prior to the deadline of November 13, 2008.
On October 24, 2008 we received an Advisory Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Advisory Action was February 1, 2009. The U.S. Patent and Trademark Office Examiner had not accepted our response to the final Official Action, so according to our patent application counsel we now had a number of options available, which we had to decide upon before the February 1, 2009 deadline. One of those options was to abandon the patent application, but we did not entertain this option.
On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.
On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner. Therefore the Company continues to aggressively argue its claims in this regard.
On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009, as we continue to work through the patent process. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection.
As of the date of this filing, there has been no further correspondence from the U.S. Patent and Trademark Office Examiner.
If we are not granted a patent, we would be required to compete in the financial account card market without the protection of a patent, and this could have a material adverse effect on our ability to establish a base of customers. The inability to obtain a patent could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition.
On May 23, 2008, we filed an international patent application through the Patent Cooperation Treaty (“PCT”), which does not itself mature into a patent. The PCT application extends for eighteen (18) months the final decision to file individual patent applications in PCT Contracting States. As of the date of this filing we do not plan to file individual patent applications in any of the PCT Contracting States.
On June 16, 2008, we amended the patent license agreement between our company and our president, treasurer, and sole director, Mark Bruk and entered into a patent license and royalty agreement between our company and Mr. Bruk. Under the terms of the patent license and royalty agreement, (i) we will pay to Mr. Bruk 25% of the gross revenues derived from the use, offer for sale, sell, lease, rent and export of products and related services covered by Mr. Bruk's United States Patent Application, "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", Serial Number #11/809,031, filed with the United States Patent and Trademark Office on May 31, 2007; or any foreign patents corresponding thereto, and/or any divisions, continuations, or reissue thereof, and (ii) we are subject to an annual minimum patent royalty payment of $50,000 for the initial one (1) year period commencing upon the issuance of a United States patent in respect of the aforementioned patent application and in subsequent years the annual minimum patent royalty shall increase by 100% from the previous 1 year period. In addition to a number of standard termination clauses, Mr. Bruk may terminate the patent license and royalty agreement immediately in the event we are in breach of payment of the annual minimum patent royalty payment, any patent royalties due or other expenses in respect of the patent application.
On June 16, 2008, we entered into a domain name assignment agreement between our company and our president, treasurer and sole director, Mark Bruk. Under the terms of the domain name assignment agreement, Mark Bruk transferred to us the following Internet domain names: Kunekt.com; Kunekt.net; Kunekt.org; Kunect.com; Kunect.net; Kunect.org; Cunekt.com; Cunekt.net; Cunekt.org; Cunect.com; Cunect.net; and Cunect.org for consideration of $1. However, if we change our name from Kunekt Corporation, the domain name assignment agreement immediately terminates and all rights in and to the aforementioned Internet domain names reverts back to Mark Bruk.
On September 24, 2008, we applied for a trademark on “Kunekt” with the U.S. Patent and Trademark Office. We were granted the registered trademark on "Kunekt" (Registration #3,622,342) by the United States Patent and Trademark Office on May 19, 2009.
Government Regulations and Approvals
The United States and Canada closely regulate the financial account card industry. For example, we anticipate that when we launch our financial account card product and related services we will be subject to laws relating to the use and transfer of personally identifiable information about our users, especially for financial information and for users located outside of the U.S. New laws in this area have been passed by several jurisdictions, and other jurisdictions are considering imposing additional restrictions. Also a number of U.S. states have enacted legislation regulating money transmitters. To date, we have not obtained a license in any of these jurisdictions. If we become a licensed money transmitter, we will be subject to bonding requirements, restrictions on our investment of customer funds, reporting requirements, and inspection by state regulatory agencies.
We believe that the licensing or approval requirements of the U.S. Office of the Comptroller of the Currency, the Federal Reserve Board, and other federal or state agencies that regulate banks, bank holding companies, or other types of providers of e-commerce services do not apply to us, except for certain money transmitter licenses mentioned above. However, one or more states may conclude that we are engaged in an unauthorized banking business.
Although we have not yet applied for or received any interpretations to date, we are assuming that our service will be subject to the Electronic Fund Transfer Act and Regulation E of the Federal Reserve Board. As a result, among other things, we must provide advance disclosure of changes to our service, follow specified error resolution procedures and absorb losses above $50 from transactions not authorized by the consumer. In addition, we anticipate that we will be subject to the financial privacy provisions of the Gramm-Leach-Bliley Act, state financial privacy laws, and related regulations. As a result, some customer financial information that we receive may be subject to limitations on reuse and disclosure.
As we have not yet completed the development of our financial account card product and related services we have yet to retain the services of third-party specialists we will require to determine exactly what government approvals we will require and under which government regulations we will be governed.
Research and Development Activities
During the period from inception on October 1, 2007 through to October 31, 2008, we spent $3,325 on research and development of the KUNEKT Card and related services, including our website. During the 12-month period ended October 31, 2009, we spent approximately $21,000 advancing this research and development and have now launched our website located at www.kunekt.com and our new brand and logo. Our research and development costs are borne entirely by the company.
Competitive Advantages
We may compete with traditional financial account card providers, such as American Express, VISA, MasterCard, DiscoverCard, etc. However, we will offer a product and related services, which enhance a consumers experience using these providers’ financial cards and as such, may partner with, rather than compete with, such traditional financial account card providers. At this time, our founder, Mark Bruk, believes that a competing single financial account card product does not exist in the marketplace.
Marketing
We anticipate launching initial marketing efforts for the KUNEKT Card in the coming fiscal year. Our initial marketing efforts may include:
· Participating in the finance services industry’s trade shows;
· Direct email and print marketing to consumers;
· Trade Magazine and online advertising;
· Approaching consumer finance services industry organizations, such as the Association of Independent Consumer Credit Counseling Agencies and the Canadian Bankers Association.
Employees
At present, we have no employees other than our current president, treasurer and sole director, Mark Bruk. His primary interest is our company and he devotes approximately 25-40 hours per week to our operations.
Item 1A
Item 1A Risk Factors
In addition to other information in this annual report on Form 10-K, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward looking statements.
Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.
There is substantial doubt about our ability to continue as a going concern.
Our auditor's report on our October 31, 2009 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. On September 24, 2009, we secured $450,000 in a loan from our founder and $15,000 from our prospectus offering, which prospectus was filed on Form 424A with the Securities and Exchange Commission on January 14, 2008. We will need to raise additional capital, or we may be required to suspend or cease activities within one year. Since our prospectus offering contained no minimum or refunds on sold shares, you may have invested in a company that will not have the funds necessary to continue to deploy its business strategies.
We have incurred an accumulative net loss of $127,428 for the period from October 1, 2007 (date of inception) to October 31, 2009 and we have had no revenue. Mark Bruk, our president, treasurer and sole director, in addition to his investment in our common stock, has invested an additional $100,847 in our company and made a $450,000 loan to the company. He is willing to make additional financial commitments, but the total amount that he is willing to invest has not yet been determined. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale, to personal and business consumers, of our proprietary patent pending financial account card product and related services. We plan to seek additional funds through future debt or equity financing. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.
As we have been issued an opinion by our auditors that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult for us to attract investors.
If we do not obtain adequate financing, our business will fail, which will result in the complete loss of your investment.
Our current operating funds are not adequate for corporate existence over the next one year. Our cash balance as of October 31, 2009 is $452,098. We anticipate our ongoing expenses over the next one year to be $900,000 for the one year period. We will require additional financing in order to maintain our corporate existence and status as a reporting issuer and implement our business plans and strategy. We intend to raise additional capital through future debt or equity financing.
Currently, management cannot provide investors with an accurate estimate of the additional proceeds required to complete the development of our new financial account card and related services, establish our sales and marketing initiatives, design and develop our website, and build our customer base by soliciting product orders and service contracts from consumers (initially American consumers). Investors should be aware that even if we complete the design and development of our new financial account card and related services the costs associated with providing our new financial account card and related services may be cost prohibitive, which would result in the total loss of any investment made in our company. Additionally, if we are not successful in earning revenues once we have our new financial account card and related services and have commenced generating revenues, we may require additional financing to sustain business operations.
Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including our ability to attract interest from potential customers for our new financial account card and related services, changes in the financial account card marketplace, and investor sentiment. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.
No assurance can be given that we will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and upon our financial conditions.
Since we anticipate operating expenses will increase prior to earning revenue, if any, we may never achieve profitability.
Prior to the completion of the development of the KUNEKT Card and related services, establishing our sales and marketing initiatives, we anticipate that we will incur increased operating expenses without realizing any revenue. Based upon current plans, we expect to incur operating losses in future periods. Anticipated losses will occur because there are expenses associated with the development of the KUNEKT Card and related services and establishing our sales and marketing initiatives. In addition to annual expenses, we will incur additional legal expenses in respect of the continued efforts to have our patent application granted and to file similar applications in certain target market countries (other than the U.S. and Canada, the target market countries have not yet been identified at the time of the filing of this annual report, however, on May 23, 2008, management filed an international patent application through the Patent Cooperation Treaty which merely reserves our right to file foreign applications at a later date. It does not itself mature into a patent). We will need to raise additional funds through future debt or equity financing.
Within the next one year, increases in expenses associated with the development of the KUNEKT Card and related services and establishing our sales and marketing initiatives, and continuing the developing our website will be attributed primarily to the cost of financial services’ consultants, design consultants and website development consultants.
Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment.
We are a development-stage company and recently began the development of the KUNEKT Card and related services, and completed the initial design and development of our website. We were incorporated on October 1, 2007 and to date have been involved primarily in -pre-launch activities and the design of the KUNEKT Card. Thus we have no way to evaluate the likelihood that we will be able to operate our business successfully.
We cannot guarantee that in the future we will be successful in generating revenue or raising funds through the sale of shares or through debt financing to pay for the continued design and development expenses. As of the date of this annual report, we have not earned any revenue. Failure to generate revenue may cause us to go out of business, which will result in the complete loss of your investment.
Our president, treasurer and sole director is a non-resident of the United States.
Mark Bruk, our president, treasurer and sole director, is a non-resident of the United States. Accordingly, investors may not feel comfortable investing in a company whose management is outside of the country and may have concerns regarding the future stability of the company. There can be no assurance management will ever be run by residents of the United States.
Key management personnel may leave our company, which could adversely affect our ability to continue operations.
We are entirely dependent on the efforts of Mark Bruk, our president, treasurer and sole director. The loss of our president, treasurer and sole director, or of other key personnel hired in the future, could have a material adverse effect on the business and our prospects. There is no guarantee that replacement personnel, if any, will help our company to operate profitably. We do not maintain key person life insurance on Mr. Bruk.
Since our president, treasurer and sole director has no direct experience in the financial account card business, we may never be successful in implementing our business strategy, which will result in the loss of your investment.
Mark Bruk, our president, treasurer and sole director, has no direct experience in the sales and marketing of financial account cards. As a result, he may not be fully aware of many of the specific requirements of operating a financial account card and related services’ business. His decisions and choices may also not account for the business or sales strategies which are commonly deployed in the financial account card industry. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in this area. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.
Compensation may be paid to our officers, directors and employees regardless of our profitability. Such payments may negatively affect our cash flow and our ability to finance our business plan, which would cause our business to fail.
Mark Bruk, our president, treasurer and sole director is receiving compensation and Arom Thaveeloue, our secretary and/or any future employees of our company may be entitled to receive compensation, payments and reimbursements regardless of whether we operate at a profit or a loss. Any compensation received by Mr. Bruk, Mr. Thaveeloue or any other personnel in the future will be determined from time to time by the board of directors, which currently consists solely of Mr. Bruk, or Mr. Bruk in his capacity as our president, as applicable. We expect to reimburse Mr. Bruk, Mr. Thaveeloue and any future personnel for any direct out-of-pocket expenses they incur on behalf of us.
Since our president, treasurer and sole director currently owns 93% of the issued and outstanding common stock, investors may find that his decisions are contrary to their interests.
As of the date of this annual report, Mark Bruk, our president, treasurer and sole director, currently owns 93% of the issued and outstanding shares. As a result, he is able to choose all of our directors and control the direction of our company. Mr. Bruk's interests may differ from the interests of other shareholders. Factors that could cause his interests to differ from the interests of other shareholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to our company.
Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.
The shares of our common stock constitute “penny stocks” under the Securities Exchange Act of 1934. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.
The "penny stock" rules adopted by the SEC under the Securities Exchange Act of 1934 subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.
Legal remedies, which may be available to an investor in "penny stocks,” are as follows:
(a) if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.
(b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.
(c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.
If we are dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.
In the event of our dissolution, any proceeds realized from the liquidation of our assets will be distributed to the shareholders only after all claims of our creditors are satisfied. In that case, the ability of our shareholders to recover any portion of their investments in our shares will depend on the amount of funds realized and the claims to be satisfied therefrom.
Since we have 66,000,000 authorized shares, our management could issue additional shares, diluting our current shareholders' equity.
We have 66,000,000 authorized shares (65,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.01 per share), of which only 10,750,000 common shares are currently issued and outstanding. We do not anticipate issuing any preferred shares in the foreseeable future. Our management could, without the consent of our then existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our then existing shareholders. Additionally, large share issuances by us would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.
Since we are a development-stage company, we do not anticipate paying dividends in the foreseeable future.
We do not anticipate paying dividends on either our common stock or preferred stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.
Our inability to receive a patent on our non-provisonal patent application filed with the United States Patent and Trademark Office could impair our ability to implement our business strategy successfully.
On October 24, 2008 we received an Advisory Action from the U.S. Patent and Trademark Office for our patent application for the KUNEKT Card. The deadline for filing a response to the Advisory Action is February 1, 2009. The U.S. Patent and Trademark Office Examiner has not accepted our response to the final Official Action, so according to our patent application counsel we now have a number of options available, which we must decide upon before the February 1, 2009 deadline. One of those options was to abandon the patent application, but we did not entertain this option.
On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner.
On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process.
If we are not granted a patent, we would be required to compete in the financial account card market without the protection of a patent, and this could have a material adverse effect on our ability to establish a base of customers. The inability to obtain a patent could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition.
If we do not file patent applications or do not received a patent in certain target market countries, our rights in such countries may be nil.
If, due to any number of reasons, we decide not to file patent applications in certain target market countries (which as of the date of this filing have not been determined other than the U.S.), our rights in such countries may be nil and this could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition. If we do file and are unable to obtain a patent in certain target market countries, this could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of our operations and our financial condition.
On May 23, 2008, we filed an international patent application through the Patent Cooperation Treaty (“PCT”), which does not itself mature into a patent. The PCT application extends for eighteen (18) months the final decision to file individual patent applications in PCT Contracting States. As of the date of this filing we do not plan to file individual patent applications in any of the PCT Contracting States.
Due to our dependence on computer and telecommunications infrastructure and computer software, any systems disruptions or operating malfunctions would affect our costs of doing business and could cause our business to fail.
We will market the KUNEKT Card and related services through our website and the Internet. We will rely upon the Internet to contact and solicit orders from prospective customers, and to distribute and receive payment for the KUNEKT Card and related services. Our success will be depend in part on computer systems that interconnect our software systems with those of financial account card issuers, and e-commerce connections that allow us to collect revenues for the products and services we provide. Operating malfunctions in the software systems of financial institutions and other parties would have an adverse affect on our operations.
Our business depends on the development and maintenance of the internet infrastructure.
The success of our services will depend largely on the development and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security, as well as timely development of complementary products, for providing reliable Internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the numbers of users and amount of traffic. The Internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements, or problems caused by “viruses,” “worms,” and similar programs may harm the performance of the Internet. The backbone computers of the Internet have been the targets of such programs. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage generally as well as the level of usage of our services.
We may be unable to protect or enforce our own intellectual property rights adequately.
We regard the protection of our trademarks, copyrights, patents, domain names, trade dress, and trade secrets as critical to our success. We plan to aggressively protect our intellectual property rights by relying on a combination of trademark, copyright, patent, trade dress and trade secret laws, and through the domain name dispute resolution system. We also plan to rely on contractual restrictions to protect our proprietary rights in products and services. We plan to enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to and disclosure of our proprietary information. These contractual arrangements and the other steps we plan to take to protect our intellectual property may not prevent misappropriation of our technology or deter independent development of similar technologies by others. We plan to pursue the registration of our domain names, trademarks, and service marks in the U.S. and internationally. On September 24, 2008, we applied for a trademark on “Kunekt” with the U.S. Patent and Trademark Office. We were granted the registered trademark on "Kunekt" (Registration #3,622,342) by the United States Patent and Trademark Office on May 19, 2009. Effective trademark, copyright, patent, domain name, trade dress, and trade secret protection is very expensive to maintain and may require litigation. We plan to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location.
We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future.
Companies in the Internet, technology and financial account card industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims increases. Our proprietary patent pending financial account card product may not be able to withstand any third-party claims or rights against its use. Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.
With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand and operating results.
If we cannot create a significant market for the KUNEKT Card and related services in what is an extremely competitive industry, our business will fail and our shareholders may lose their entire investment.
Our strategy for growth is substantially dependent upon our ability to market the KUNEKT Card and related services successfully to prospective customers. However, the KUNEKT Card and related services may not achieve significant acceptance among consumers. Such acceptance, if achieved, may not be sustained for any significant period of time. There is no guarantee that any substitute products or services we develop will be sufficient to permit us to recover our associated costs. Failure of our products and services to achieve or sustain market acceptance could have a material adverse effect on our business, financial condition and the results of our operations.
There is a risk that we may be unable to continue our services or continue operations if we experience uninsured losses or an act of god.
We may, but are not required to, obtain comprehensive liability and other business insurance of the types customarily maintained by similar businesses. There are certain types of extraordinary occurrences, however, which may be either uninsurable or not economically insurable. For example, in the event of a major earthquake, our computer systems could be rendered inoperable for protracted periods of time, which would impair our ability to distribute software updates or collect revenues and thus adversely affect our financial condition. In the event of a major civil disturbance, our operations could be adversely affected. Should such an uninsured loss occur, we could lose significant revenues and financial opportunities in amounts that would not be partially or fully compensated by insurance proceeds.
Our entire business strategy is dependent on the sale of the KUNEKT Card and related services. if we are unable to achieve our sales estimates we may fail and shareholders may lose their investment.
Our strategy for growth may be substantially dependent upon our ability to market and distribute the KUNEKT Card and related services successfully and may require us to introduce successful new products and services. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us. There can be no assurance that we will be able to market and distribute our products and services on acceptable terms, or at all. There can be no assurance that we will be able to develop new products and services that will be commercially successful. Failure to market our products and services successfully, or develop, introduce and market new products and services successfully, could have a material adverse effect on our business, financial condition or the results of our operations.
Our failure to manage customer funds properly would harm our business.
Our ability to manage and account accurately for customer funds will require a high level of internal controls. We have no operating history or management experience in managing these internal controls. Our success will require significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain necessary controls or to manage accurately customer funds could diminish customer use of our product severely.
Customer complaints or negative publicity about our customer service could diminish use of our services.
Customer complaints or negative publicity about our customer service could severely diminish consumer confidence in and use of our services. Measures we will be taking to combat risks of fraud and breaches of privacy and security could damage relations with our customers. These measures will heighten the need for prompt and accurate customer service to resolve irregularities and disputes. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our profitability. Failure to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence.
Because we will be providing a financial service and operating in a regulated environment, we must provide telephone as well as email customer service and must resolve certain customer contacts within very short time frames. If we are unable to provide quality customer support operations in a cost-effective manner, our customers may have negative experiences, we may receive additional negative publicity, our ability to attract new customers may be damaged, and we could become subject to litigation. As a result, revenues could suffer, or operating margins may decrease.
We are dependant on third-party providers for certain services and may not be able to continue operations if there is a disruption in the supply of such services.
Initially, and for the foreseeable future, we will depend upon third party independent contractors to design, develop and supply the KUNEKT Card and related services. Further, we plan on retaining independent contractors to provide other essential services to the company. We also anticipate hiring contractors to build our website. Such third party suppliers and contractors have no fiduciary duty to the shareholders of our company and may not perform as expected. Inasmuch as the capacity for certain services by certain third parties may be limited, the inability of those third parties, for economic or other reasons, to provide services could have a material adverse effect upon the results of our operations and financial condition.
The financial account card industry is closely regulated and changes in laws and practices may have an adverse affect on our ability to market our products and services.
The United States and Canada closely regulate the financial account card industry. There is a substantial risk that we may be materially and adversely affected by new state or federal regulations or consumer initiatives directed against the financial account card industry in general. Our inability or failure to comply with any adverse changes in the regulatory environment, such as new laws and regulations or new interpretations of existing laws and regulations, could result in fines, class-action litigation or interruption or cessation of certain of our business activities. Any of these events would hurt our customer base and could have a material and adverse effect upon our business, operating results and financial condition.
Government inquiries may lead to charges or penalties.
A large number of transactions will most likely occur on our website. We are subject to laws relating to the use and transfer of personally identifiable information about our users, especially for financial information and for users located outside of the U.S. New laws in this area have been passed by several jurisdictions, and other jurisdictions are considering imposing additional restrictions. Violation of these laws, which in many cases apply not only to third-party transactions but also to transfers of information between ourselves and our subsidiaries, and between ourselves, our subsidiaries, and other parties with which we have commercial relations, could subject us to significant penalties and negative publicity and could adversely affect us.
Changes to credit card association rules or practices could harm our business.
Because we are not a bank, we cannot belong to or directly access credit card associations, such as American Express, VISA, MasterCard, DiscoverCard, etc. As a result, we will have to rely on banks or payment processors to process transactions. We will also be required by our processors to comply with credit card association operating rules, and we may have to agree to reimburse our processors for any fines they are assessed by credit card associations as a result of any rule violations by us. The credit card associations and their member banks set and interpret the credit card rules. Some of those member banks may compete with us. American Express, VISA, MasterCard or DiscoverCard could adopt new operating rules or re-interpret existing rules that we or our processors might find difficult or even impossible to follow. As a result, we could lose our ability to give customers the option of using credit cards to fund their transactions. If we are unable to accept credit cards, our business would be seriously, and possibly irreparably, damaged.
We will be required to comply with credit card associations’ special operating rules for Internet payment services. We could be subject to fines from American Express, VISA, MasterCard, DiscoverCard, etc. if we fail to detect that merchants are engaging in activities that are illegal or that are considered “high risk,” primarily the sale of certain types of digital content. For “high risk” merchants, we must either prevent such merchants from using our products or register such merchants with American Express, VISA, MasterCard or DiscoverCard and conduct additional monitoring with respect to such merchants. We may incur fines from our credit card processor relating to our failure to detect the use of our service by “high risk” merchants. The amount of these fines could be material, and could result in a termination of our ability to accept credit cards or changes in our process for registering new customers, which would seriously damage our business. We intend to provide controls over such misuse; however, there is no guarantee that our systems will be completely successful in preventing such misuse.
If we were found to be subject to or in violation of any U.S. laws or regulations governing banking, money transmission, or electronic funds transfers, we could be subject to liability and forced to change our business practices.
A number of U.S. states have enacted legislation regulating money transmitters. To date, we have not obtained a license in any of these jurisdictions. If we become a licensed money transmitter, we will be subject to bonding requirements, restrictions on our investment of customer funds, reporting requirements, and inspection by state regulatory agencies. If we were found to be in violation of any money services laws or regulations, we could be subject to liability, forced to cease doing business with residents of certain states, or forced to change our business practices. Any change to our business practices that would make the service less attractive to customers or prohibit its use by residents of a particular jurisdiction could decrease the velocity of trade and could harm our business. Even if we are not forced to change our business practices, we could be required to obtain additional licenses or regulatory approvals that could impose a substantial cost on us.
We believe that the licensing or approval requirements of the U.S. Office of the Comptroller of the Currency, the Federal Reserve Board, and other federal or state agencies that regulate banks, bank holding companies, or other types of providers of e-commerce services do not apply to us, except for certain money transmitter licenses mentioned above. However, one or more states may conclude that we are engaged in an unauthorized banking business. If we are found to be engaged in an unauthorized banking business in one or more states, we might be subject to monetary penalties and adverse publicity and might be required to cease doing business with residents of those states or could be subject to fines and penalties. The need to comply with state laws prohibiting unauthorized banking activities could also limit our ability to enhance our services in the future. Any change to our business practices that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could decrease the velocity of trade and could harm our business.
Although we have not yet applied for or received any interpretations to date, we are assuming that our service will be subject to the Electronic Fund Transfer Act and Regulation E of the Federal Reserve Board. As a result, among other things, we must provide advance disclosure of changes to our service, follow specified error resolution procedures and absorb losses above $50 from transactions not authorized by the consumer. In addition, we are subject to the financial privacy provisions of the Gramm-Leach-Bliley Act, state financial privacy laws, and related regulations. As a result, some customer financial information that we receive is subject to limitations on reuse and disclosure. Existing and potential future privacy laws may limit our ability to develop new products and services that make use of data gathered through its service. The provisions of these laws and related regulations are complicated, and we do not have extensive experience in complying with them. Even technical violations of these laws can result in penalties of up to $1,000 for each non-compliant transaction. Any violations could expose us to significant liability. Any negative view in the public’s perception of our compliance with privacy laws and policies could also negatively impact our business.
Our status under banking or financial services laws or other laws in markets outside the U.S. is unclear.
In markets other than the U.S. and Canada, we may have to serve our customers through a wholly-owned offshore subsidiary of our company. In many of these markets, it is not yet clear whether our offshore-based service will be subject to local law or, if it is subject to local law, whether such local law requires a payment processor like us to be licensed as a bank or financial institution or otherwise. Even if we are not required to obtain a license in those countries, future localization or targeted marketing of our service in those countries could require licensure and other laws of those countries (such as data protection and anti-money laundering laws) may apply. If we were found to be subject to and in violation of any foreign laws or regulations, we could be subject to liability, forced to change our business practices or forced to suspend providing services to customers in one or more countries. Alternatively, we could be required to obtain licenses or regulatory approvals that could impose a substantial cost on us and involve considerable delay to the provision or development of our product and services. Delay or failure to receive such a license would require us to change our business practices or features in ways that would adversely affect our international expansion plans and could require us to suspend providing services to customers in one or more countries.
As our products are intended for use in the financial account card industry, any downturn in the industry would reduce the demand for our products and services and could make our business unprofitable.
We have identified a growing market in the financial account card industry for the KUNEKT Card and related services. Many factors could lead to a downturn in this industry, such as changes in the financial account card industry’s regulatory environment. Any such industry downturn would restrict our target market and adversely affect our ability to conduct our business and achieve profitability.
Our business strategy anticipates international sales. There is significant risk associated with doing business in international markets and we may fail to meet sales levels required in order to remain in business.
We anticipate that revenue from the sale of our products and services will be derived from customers located primarily in the U.S. and Canada. Since financial account cards are issued in other countries as well, we anticipate that international sales may account for a portion of our revenues. There can be no assurance that we will be able to manage any international operations effectively or that our activities will enable us to compete successfully in international markets or to satisfy the product, service and support requirements of customers in international markets. There can be no assurance that any of these factors will not have a material adverse effect on our business, financial condition, and results of operations.
We may sell our services and products in currencies other than the United States dollar, which would make the management of currency fluctuations difficult and expose us to risks in this regard. Our results of operations may be subject to fluctuations in the value of various currencies against the United States dollar. Although management will monitor our exposure to currency fluctuations, there can be no assurance that exchange rate fluctuations will not have a material adverse effect on our results of operations, or financial condition.
Our competitors may infringe on our customer base and have an adverse effect upon our business and the results of operations.
We have identified a market opportunity for the KUNEKT Card and related services in the financial account card market. Competitors may enter this segment of the financial account card market with superior products and services, thus rendering our products and services obsolete and nullifying our competitive advantage, especially if we do not receive a patent on our non-provisional patent application filed with the United States Patent Trademark Office. There may be traditional financial account card providers, such as American Express, VISA, MasterCard, DiscoverCard, etc., that are better financed and have long standing relationships with our primary potential customers. Even if we are successful in receiving a patent on our non-provisional patent application, there can be no guarantee that such pre-existing companies will not mimic our business model and financial account card product and related services. This would infringe on our customer base and have an adverse affect upon our business and the results of our operations.
We may suffer from rapidly changing products, services and technologies, which could make our products and services obsolete.
The financial account card industry is generally characterized by rapidly changing products, services and technologies that could result in the obsolescence or short life cycles of the KUNEKT Card and related services. These market characteristics are exacerbated by the changing nature of the financial account card business and the fact that in the near future many companies may introduce financial account card products and related services similar to those offered by us. Accordingly, our ability to compete will depend upon our ability to continually enhance and improve the KUNEKT Card and related services, and to provide new and innovative services. Competitors may develop services or technologies that render those of our company obsolete or less marketable. In addition, our systems and services may not prove to be sufficiently reliable or robust in wide spread commercial application.
Item 1B
Item 1B Unresolved Staff Comments
Not applicable.
Item 2
Item 2 Properties
Our registered office is located at 112 North Curry Street, Carson City, Nevada 89703 and our telephone number is (877) 458-6358 and our fax number is (866) 386-6365. Our operational premises are located where our president is operating from, which is from his home in Vancouver, Canada. These operational premises are provided at no charge by our president. We believe our current premises are not adequate for our current operations and we anticipate securing adequate premises in the foreseeable future.
For information regarding our non-provisional patent application and domain names, please see Item 1 Business.
Item 3
Item 3 Legal Proceedings
There is no material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.
There is no material proceeding to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.
Item 4
Item 4 Submission of Matters to a Vote of Securities Holders
None.
PART II
Item 5
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Securities
Our shares of common stock, par value $0.001, are quoted for trading on the OTC Bulletin Board under the symbol “KNKT”.
Holders of Our Common Stock
As of November 9, 2009, there were 22 holders of record of our common stock. Our transfer agent is Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, Florida 33701.
Dividend Policy
We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
· we would not be able to pay our debts as they become due in the usual course of business; or
· our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
Recent Sales of Unregistered Securities
Since November 1, 2007, we have not sold any equity securities that were not registered under the Securities Act of 1933.
Purchase of Equity Securities by Our Company and Affiliated Purchasers
None.
Item 6
Item 6 Selected Financial Data
Not applicable.
Item 7
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.
Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Company Overview
We are a development-stage company organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “KUNEKT Card”) and related services that we are developing. We expect to provide personal and business consumers with the KUNEKT Card (similar in form to a charge card or credit card), which is linked to multiple financial accounts. It is planned that the KUNEKT Card will reduce the security risk associated with carrying multiple cards around, and it will be able to access multiple financial accounts for a single purchase. It is intended that in this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts will be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.
On October 24, 2008, we received an Advisory Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Advisory Action was February 1, 2009. The U.S. Patent and Trademark Office Examiner had not accepted our response to the final Official Action, so according to our patent application counsel we now had a number of options available. One of those options was to abandon the patent application, we did not entertain this option.
On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.
On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner.
On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process. As of the date of this filing, there has been no further correspondence from the U.S. Patent and Trademark Office Examiner. Irrespective of whether we are granted a U.S. patent on our invention or not, we will continue the development of the KUNEKT Card and related services and our website.
Since inception we have primarily been concerned with the design and development of the KUNEKT Card, our logo and our web site located at www.kunekt.com. This substantial amount of work is now nearing completion. As of the date of this annual report we have generated no revenues from our operations.
Plan of Operation
Prior to a full commercial launch of the KUNEKT Card we must complete the development of the KUNEKT Card, the related services (including certain aspects of our website), complete the design of the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems thereby allowing our card holders to use their KUNEKT Card in retail establishments which currently process transactions against American Express, VISA, and/or MasterCard credit and debit cards, produce a limited number of KUNEKT Cards, package the KUNEKT Card for a trial distribution and commence marketing efforts. As of the date of this annual report, we have completed certain aspects of this stage, including completing the design of the logo and our website and determining some of the key features of our related services; however, we have yet to complete the design of the computer systems and continue to work on our patent application with the U.S. Patent and Trademark Office.
During the next twelve months, we will continue to focus on designing the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems and developing the KUNEKT Card related services (the features and functions to be provided) and our website (in respect of those related services) and then begin prototyping of our systems which will interconnect the KUNEKT Card with the electronic gateways that currently support American Express, VISA, and/or MasterCard credit and debit cards. During the fourth quarter ending October 31, 2009, we were successful in completing many aspects concerning the launch of the KUNEKT Card, including the design of our brand, logo and website and the KUNEKT Card itself.
Once we have completed the prototype design of our computer systems which will interconnect the KUNEKT Card with the electronic gateways that currently support American Express, VISA, and/or MasterCard credit and debit cards, the next stage will be the production of a limited number of KUNEKT Cards and the development of the KUNEKT Card related features on our website, and a trial distribution of KUNEKT Cards to prospective customers.
Over the next twelve months we have estimated that we will need to spend approximately $900,000 on completing these stages, up to but not including the production of a limited number of KUNEKT Cards and the trial distribution of KUNEKT Cards.
As we continue to work to complete these stages we will attempt to raise additional money through future debt or equity financing to begin production of a limited number of KUNEKT Cards and to conduct a trial distribution of KUNEKT Cards to prospective customers from North American credit card holders. During this trial distribution, we will continue to refine the related services and optimize our marketing efforts from the market feedback we receive. We do not at this time have an estimate for this stage.
Financial Condition, Liquidity and Capital Resources
At October 31, 2009, we had $452,098 cash on hand and in the bank compared to $3,380 in cash at October 31, 2008. At October 31, 2009, we had negative working capital of $126,198 compared to negative working capital of $54,811, at October 31, 2008. This increase in negative working capital is primarily the result of the increased work on the KUNEKT Card and related systems.
At October 31, 2009, we had total assets of $479,514 consisting of cash of $452,098, prepaid expenses of $98 and patent filing fees of $27,318. Our total assets at October 31, 2008 were $27,998 consisting of cash of $3,380, prepaid expenses of $135 and patent filing fees of $24,483. This change is primarily the result of the $450,000 we received in a loan from our founder, and capitalizing the legal and filing fees in respect of our patent application, which legal and filing fees were incurred during the period.
At October 31, 2009, our total liabilities were $578,394, consisting of a loan payable to our principle executive officer of $450,000, a note payable and accrued interest to our principle executive officer of $100,847, accrued wages payable to our principle executive officer of $20,025 and accounts payable of $677. Our total liabilities at October 31, 2008 were $58,326, consisting of a note payable and accrued interest to our principle executive officer of $50,193, accrued wages payable to our principle executive officer of $6,000 and accounts payable of $2,133.
For the year ended October 31, 2009, net cash used by operating activities was $53,681, net cash used by investment activities was nil, net cash provided by financing activities was $500,333, notes payable issued for patent filing costs was $2,835 and accounts payable issued for patent filing costs was nil. For the year ended October 31, 2008, net cash used by operating activities was $42,206, net cash used by investment activities was nil, net cash provided by financing activities was $39,120, notes payable issued for patent filing costs was $5,808 and accounts payable issued for patent filing costs was $1,416.
We must raise capital to continue the staged design, development, production, packaging and distribution of our financial account card (the “KUNEKT Card”) and related services and initiate sales and marketing activities.
Management has estimated the cost over the next twelve months to be (a) approximately $872,000 to continue development of the KUNEKT Card and related services (including our website), and (b) $28,000 to maintain our reporting status. Therefore our current cash on hand will not satisfy our cash requirements for the next twelve months and as such our president, treasurer and sole director, Mr. Bruk, will need to make additional financial commitments to our company, which is not guaranteed. Mark Bruk, our president, treasurer and sole director, in addition to his investment in our common stock, has loaned the company $450,000 and has invested $100,847 in our company. He is willing to make additional financial commitments, but the total amount that he is willing to invest has not yet been determined. However, Mr. Bruk has undertaken, if he is so able to, to provide us with operating and loan capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan.
We plan to satisfy our future cash requirements - primarily the working capital required for the production of the KUNEKT Card and related services, the trial distribution of the KUNEKT Card, and to offset legal and accounting fees - by additional financing. This will likely be in the form of future debt or equity financing.
Management believes that if we obtain sufficient funds to operate our business through future debt or equity financing, we may generate sales revenue within the following twelve months thereof. However, additional debt or equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If we are unsuccessful in raising the additional proceeds through future equity financing we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, we are highly dependent upon the future equity financing and failure to obtain equity financing would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via future debt or equity financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment. Also management believes if we cannot raise sufficient revenues or maintain our reporting status with the Securities and Exchange Commission we will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.
The development of the KUNEKT Card and related services will continue over the next twelve months. Management does not plan to hire additional employees at this time but to continue to retain the services of third-party consultants. Once we begin developing the computer systems that will allow the KUNEKT Card to interconnect with existing financial account card systems we will hire independent consultant(s) to build these systems. We also intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum. Other than hiring independent consultants to design, develop and market the KUNEKT Card and related services, we do not anticipate obtaining any further products or services. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees. We have no current material commitments.
If we are unable to complete any phase of our development or marketing efforts because we don't have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.
Our auditors have issued a "going concern" opinion. This means that there is substantial doubt that we can continue as an on-going business for the next one year unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no substantial revenues are anticipated until we launch the KUNEKT Card and related services. Accordingly, we must raise cash from sources other than from the sale of the KUNEKT Card and related services. Our only source for cash at this time is investments by our president, treasurer and sole director. We must raise cash to implement our business strategy and stay in business. On September 24, 2009, we raised $450,000 in a loan from our founder and we have used up $15,000 we raised through initial public offering of shares of our common stock, therefore our president, treasurer and sole director will need to make additional financial commitments to our company and/or we will need to raise additional capital through future debt or equity financing. Our success or failure will be determined by our ability to develop and market the KUNEKT Card and related services.
Results of Operations
Our operating expenses consist of professional and legal fees, officer wages, incorporation costs, and general and administrative expenses. Professional and legal fees for the year ended October 31, 2009 were $22,477 compared to $37,013 for the year ended October 31, 2008. The decrease in professional and legal fees was primarily attributable to increased work by our founder. For the year ended October 31, 2009 accounting fees were $1,993, auditing fees were $10,726, legal fees were $7,282, stock transfer agent fees were $2,476 and miscellaneous professional fees were nil, compared to $1,825, $8,965, $13,674, $10,311 and $2,238 respectively for the year ended October 31, 2008. Officer wages for the year ended October 31, 2009 were $14,025 compared to $5,500 for the year ended October 31, 2008. During the year ended October 31, 2009, our president, Mark Bruk, worked 561 hours at a rate of $25 per hour and, as a result, we accrued $14,025 in wages payable to Mr. Bruk. For the year ended October 31, 2008, Mr. Bruk worked 220 hours at a rate of $25 per hour and, as a result, we accrued $5,500 in wages payable to Mr. Bruk. General and administrative expenses for the year ended October 31, 2009 was $29,786 compared to $4,561 for the year ended October 31, 2008. The increase in general and administrative expenses was primarily attributable to increased work on the KUNEKT Card and related systems.
The following table shows a breakdown of material components of our patent filing costs and other expenses:
Financing Activities
Financing activities resulted in a net cash inflow of $500,333 for the year ended October 31, 2009 compared to a net cash inflow of $39,120 for the year ended October 31, 2008.
Between January 21, 2008 and February 15, 2008, we received thirty-three subscriptions, for a total of 750,000 shares of common stock (par value $0.001). Arom Thaveeloue, our secretary, subscribed for 50,000 shares of common stock and we received $1,000 in the form of a bank draft as payment for the underlying securities. These subscriptions for shares of common stock in our company were pursuant to our prospectus filed with the Securities and Exchange Commission on Form 424A on January 14, 2008. We received $15,000 in the form of bank drafts as payment for the underlying securities, which securities were subscribed for at a price of $0.02 per share and were subsequently issued on June 16, 2008. On September 24, 2009, we secured $450,000 in a loan from our founder.
We intend to seek additional funding through public or private financings to fund our operations through fiscal 2010 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve cash flow positive operations, we may have to significantly delay product development and scale back operations both of which may affect our ability to continue as a going concern.
Additional Disclosure of Outstanding Share Data
As of November 9, 2009, we had 10,750,000 shares of common stock issued and outstanding.
Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts, nor are any contemplated by management. We do not engage in trading activities involving non-exchange traded contracts.
The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies
The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated condensed financial statements and accompanying notes included elsewhere in this annual report. The United States Securities and Exchange Commission has defined a company’s most critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. For additional information, see the notes to consolidated condensed financial statements included elsewhere in this annual report and also please refer to our annual reports on Form SB-2 for the year ended October 31, 2007 and on Form 10-K for the year ended October 31, 2008, for a more detailed discussion of our critical accounting policies. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions or conditions.
We did not make any material changes in or to our critical accounting policies during the year ended October 31, 2009.
The carrying amounts of our financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
Recent Accounting Pronouncements
In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of October 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.
Item 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8
Item 8 Financial Statements and Supplementary Data
Our fiscal year end is October 31. Our audited financial statements are stated in U.S. dollars and are prepared in conformity with generally accepted accounting principles of the United States.
Our financial statements for the fiscal year ended October 31, 2009 immediately follow:
KUNEKT CORPORATION
(A Development Stage Company)
October 31, 2009 and 2008 and
From Inception on October 1, 2007 Through October 31, 2009
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements
thru
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Kunekt Corporation
We have audited the accompanying balance sheets of Kunekt Corporation as of October 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended October 31, 2009 and 2008 and from inception on October 1, 2007 through October 31, 2009. These financial statements are the responsibility of the Company's management. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 Kunekt Corporation as of October 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and from inception on October 1, 2007 through October 31, 2009, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has suffered recurring losses from operations, and its total liabilities exceeds its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We were not engaged to examine management's assessment of the effectiveness of Kunekt Corporation's internal control over financial reporting as of October 31, 2009 and, accordingly, we do not express an opinion thereon.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
November 19, 2009
F - 2
KUNEKT CORPORATION
(A Development Stage Company)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
F - 3
KUNEKT CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these financial statements.
F - 4
KUNEKT CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
The accompanying notes are an integral part of these financial statements.
F - 5
KUNEKT CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
F - 6
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated in the State of Nevada as a for-profit company on October 1, 2007 and established a fiscal year end of October 31. The Company is a development-stage company organized to enter into the financial account card market with a proprietary patent pending financial account card product (the “Kunekt Card”) and related services that the Company is developing. The Company expects to provide personal and business consumers with the Kunekt Card (similar in form to a charge card or credit card), which is linked to multiple financial accounts. It is planned that the Kunekt Card will reduce the security risk associated with carrying multiple cards around, and it will be able to access multiple financial accounts for a single purchase. It is intended that in this way, varying amounts of available funds or available credit lines associated with these multiple financial accounts will be available to a cardholder for a single purchase, reducing the likelihood of a rejection of the purchase.
b. Basis of Presentation
The Company uses the accrual method of accounting for financial purposes and has elected October 31 as its year-end.
c. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosers. Accordingly, actual results could differ from those estimates.
d. Fixed Assets
Fixed assets are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful life of the assets are expensed as incurred. Depreciation of property and equipment is determined on a straight-line basis over the expected useful lives.
The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of equipment.
e. Long-Lived Assets
Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.
f. Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
F - 7
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
g. Revenue
The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.
h. Website Development Costs
Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Training costs are not internal-use software development costs and, if incurred during this stage, are expensed as incurred. These capitalized costs are amortized based on their estimated useful life over three years. Payroll and other related costs are not capitalized, as the amounts principally relate to maintenance.
i. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.
j. Foreign Currency Translation
The Company's cash deposits with a functional currency other than the U.S. dollar translate amounts to the reporting currency, United States dollars. At each balance sheet date, assets and liabilities that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ equity and included in comprehensive loss.
For transactions undertaken by the Company in foreign currencies, monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. Exchange gains and losses are included in the determination of net income (loss) for the year.
k. Comprehensive Loss
Comprehensive loss is comprised of foreign currency translation adjustments.
l. Recent Accounting Pronouncements
In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of October 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.
F - 8
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
m. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period of the consolidated financial statements as follows:
Net loss per share is computed by dividing the net loss allocable to common stockholders by the weighted average number of shares of common stock outstanding.
n. Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of October 31, 2009, the Company had no accrued interest or penalties related to uncertain tax positions.
The Company files an income tax return in the U.S. federal jurisdiction. The company was incorporated in Nevada in October of 2007; therefore, the Company is subject to U.S. federal examinations by tax authorities since inception. Since Nevada does not have a state income tax no returns are required to be filed in that jurisdiction.
F - 9
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
n. Income Taxes (continued)
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets and liabilities consist of the following components as of October 31:
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended October 31, 2008 and October 31, 2009 due to the following:
At October 31, 2009, the Company had net operating loss carryforwards of approximately $98,700 that may be offset against future taxable income from the year 2010 through 2029. No tax benefit has been reported in the October 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
F - 10
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 2 - RELATED PARTY TRANSACTIONS
Common Stock
On October 15, 2007, corporate officer Mark Bruk acquired 10,000,000 shares of the Company’s common stock at a price of $0.001 per share, or $10,000, which represents 93% of the 10,750,000 issued and outstanding common stock of the Company. On January 21, 2008, corporate officer Arom Thaveeloue acquired 50,000 shares of the Company’s common stock at a price of $0.02 per share, or $1,000, which represents less than 1% of the 10,750,000 issued and outstanding common stock of the Company.
Accrued Expenses
For the twelve months ended October 31, 2009, the Company accrued $14,025 in wages payable to Mark Bruk, its president, treasurer and sole director, which represents having worked 561 hours during the period at a rate of $25 per hour. For the twelve months ended October 31, 2008, the Company accrued $5,500 in wages payable to Mark Bruk, its president, treasurer and sole director, which represents having worked 220 hours during the period at a rate of $25 per hour.
Notes Payable and Accrued Interest
As of October 31, 2009, the Company had a note payable to an officer totalling $100,847. The note represents patent filing fees paid by the officer totalling $27,318 and cash advances for the payment of general corporate expenses of $73,529. The note is unsecured, due upon demand and accrues interest at the end of each month on the then outstanding balance on a last-in, first-out basis for new funds and payments at the rate of 4.0% per annum. The Company has repaid $41,289 of this note as of October 31, 2009. Accrued interest payable on the note totals $5,363 at October 31, 2009.
As of October 31, 2009, the Company had a loan payable to an officer totalling $450,000. The promissory note carries interest at the Fed (U.S.) prime rate, which is currently 3.25%, and is secured by the Company’s assets and payable on demand. In accordance with generally accepted accounting principles, the stated interest rate on the related party promissory note was reviewed for compliance with Topic 835-30, Imputation of Interest. As a result, imputed interest was calculated for a market rate of 6.5%, resulting in Additional Paid in Capital contribution of $1,482. Accrued interest payable on the promissory note totals $1,482 at October 31, 2009.
NOTE 3 - PATENTS
Patent filing costs totalling $24,483 were capitalized at October 31, 2008 and additional patent filing costs totalling $2,835 were capitalized during the year ended October 31, 2009. The patent is pending and is being developed, as such, it is not being amortized.
On May 31, 2007, our founder, Mark Bruk, filed a non-provisional patent application with the United States Patent and Trademark Office for our financial account card product (the “Kunekt Card”). On October 15, 2007, Mark Bruk licensed, on an exclusive basis, all worldwide rights, title and interest in and to the non-provisional patent application to us.
On March 21, 2008, we received an Official Action (dated March 19, 2008) from the United States Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was June 19, 2008. The United States Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to King & Spalding LLP, our patent application counsel, this action is not uncommon for a first Official Action on a patent application, as an initial rejection by the United States Patent and Trademark Office shifts the burden of patentability to the applicant and forces the applicant to submit a written paper distinguishing the cited prior art from the claimed invention.
After receiving an opinion from our patent application counsel, we believed that the United States Patent and Trademark Office misapplied the cited references to our claims. We instructed our patent application counsel to provide written arguments to the United States Patent and Trademark Office to overcome these rejections and this was done before the June 19, 2008 deadline. These arguments highlighted the claim elements that are not disclosed in the references. Our patent application counsel did not propose amending the claims at this point.
F - 11
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 3 - PATENTS
(CONTINUED)
Soon after August 13, 2008, we received a final Official Action (dated August 13, 2008) from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Official Action was November 13, 2008. The U.S. Patent and Trademark Office Examiner rejected all of the pending claims in our patent application. According to our patent application counsel, the U.S. Patent and Trademark Office Examiner rejected all of our arguments and merely repeated earlier rejections from the first Official Action. Our patent application counsel believes that the U.S. Patent and Trademark Office Examiner has misapplied the cited references to our claims and is misreading our claims. Our patent application counsel’s advice was that we file a response to the final Official Action, which was done prior to the deadline of November 13, 2008.
Soon after October 24, 2008, we received an Advisory Action (dated October 24, 2008) from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Advisory Action was February 1, 2009. The U.S. Patent and Trademark Office Examiner had not accepted our response to the final Official Action, so according to our patent application counsel we now had a number of options available. One of those options was to abandon the patent application, we did not entertain this option.
On December 4, 2008, the U.S. Patent and Trademark Office published our patent application: TITLE: "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", PUBLICATION NO.: "US-2008-0301041-A1". The publication may be accessed through the U.S. Patent and Trademark Office’s publically available Searchable Databases via the Internet at www.uspto.gov. The direct link to access the publication is currently http://www.uspto.gov/patft.
On February 2, 2009, we filed a Request for Continued Examination. Our patent application counsel believed that the Company’s patent application was patentable in lieu of the rejections by the U.S. Patent and Trademark Office Examiner.
On March 4, 2009, we received and Office Action from the U.S. Patent and Trademark Office for our patent application. The deadline for filing a response to the Office Action was September 4, 2009. In this most recent Office Action, we prevailed in our arguments on the U.S. Patent Office Examiner's original rejections in our previous response. However, the Examiner identified prior art which required that we amend our claims to direct the Examiner to an embodiment that is not disclosed in the prior art. In this respect we amended our claims and filed an Office Action Response, on August 21, 2009. In addition, our patent application counsel has requested an interview with the U.S. Patent Office Examiner to convey the distinction of our claims and to attempt to address any obviousness rejection. We continue to aggressively argue our claims as we continue to work through the patent process.
In addition, if the Company desires patent protection outside the U.S. for its patent application which was filed in the U.S. Patent and Trademark Office on May 31, 2007, the Company’s patent application counsel recommended filing foreign patent applications not later than May 31, 2008, the one-year anniversary of the U.S. filing date. As management does not yet know whether the Company’s invention merits foreign patent protection and as it did not file foreign patent applications, but it wants to reserve the right to seek foreign patents, the Company’s patent application counsel recommended filing an international patent application through the Patent Cooperation Treaty (“PCT”). A PCT application filed not later than the one-year anniversary date will extend for eighteen months the final decision to file individual patent applications in PCT Contracting States. The list of PCT Contracting States is available at the World Intellectual Property Organization (WIPO) website located at www.wipo.int/pct. The PCT application merely reserves the Company’s right to file foreign applications at a later date; it does not itself mature into a patent. On May 23, 2008, the Company filed an international patent application through the Patent Cooperation Treaty. As of the date of this annual report management does not plan to file individual patent applications in any of the PCT Contracting States.
F - 12
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 3 - PATENTS
(CONTINUED)
On June 16, 2008, the Company amended the Patent License Agreement between the Company and its president, treasurer and sole director, Mark Bruk and entered into a Patent License and Royalty Agreement between the Company and Mr. Bruk. Under the terms of the Patent License and Royalty Agreement, (i) the Company will pay to Mr. Bruk twenty-five (25) percent of the gross revenues derived from the use, offer for sale, sell, lease, rent and export of products and related services covered by Mr. Bruk's United States Patent Application, "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", Serial Number #11/809,031, filed with the United States Patent and Trademark Office on May 31, 2007; or any foreign patents corresponding thereto, and/or any divisions, continuations, or reissue thereof, and (ii) the Company is subject to an annual minimum patent royalty payment of $50,000 for the initial one (1) year period commencing upon the issuance of a United States patent in respect of the aforementioned patent application and in subsequent years the annual minimum patent royalty shall increase by one hundred (100) percent from the previous one (1) year period. In addition to a number of standard termination clauses, Mr. Bruk may terminate the Patent License and Royalty Agreement immediately in the event the Company is in breach of payment of the annual minimum patent royalty payment, any patent royalties due or other expenses in respect of the patent application.
Management has determined that the economic life of the patent to be 10 years and amortization, over such 10-year period and on a straight-line basis, will begin once the patent has been issued. The Company evaluates the recoverability of intangible assets, including patents on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.
NOTE 4 - SIGNIFICANT EVENTS
Stock Subscriptions Payable - Common Stock
On January 21, 2008, Arom Thaveeloue, the Company’s Secretary since January 18, 2008, subscribed for 50,000 shares of common stock (par value $0.001) in the Company. The Company received $1,000 in the form of a bank draft as payment for the underlying securities, which securities were subscribed for at a price of $0.02 per share and subsequently issued on June 16, 2008.
Additionally, between January 21, 2008 and February 15, 2008, the Company received thirty-two (32) subscriptions, for a total of 700,000 shares of common stock (par value $0.001) in the Company. The Company has received $14,000 in the form of bank drafts as payment for the underlying securities, which securities were subscribed for at a price of $0.02 per share and subsequently issued on June 16, 2008.
These subscriptions for shares of common stock in the Company were pursuant to the Company’s prospectus filed with the Securities and Exchange Commission on Form 424A on January 14, 2008.
NOTE 5 - GOING CONCERN
The Company's financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, are stated in U.S. dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for the period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
F - 13
KUNEKT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2009
NOTE 5 - GOING CONCERN
(CONTINUED)
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs. Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in stockholders' equity. All of these items raise substantial doubt about its ability to continue as a going concern.
The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary debt and equity financing to continue operations and to generate sustainable significant revenue. There is no guarantee that the Company will be able to raise any equity financing or generate profitable operations. As at October 31, 2009, the Company has not yet achieved profitable operations and had an accumulated deficit of $98,880 since incorporation and incurred a net loss for the year ended October 31, 2009 totalling $72,100. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Under its current operating plan the Company will require approximately $900,000 to fund ongoing operations and working capital requirements through October 31, 2010. Management is implementing a plan to address these uncertainties to enable the Company to continue as a going concern through the end of fiscal 2010 and beyond. This plan includes new equity financing in amounts sufficient to sustain operations, and to begin generating revenues and closely monitor costs from operations. However, there can be no assurances that management’s plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.
Realizable values may be substantially different from carrying values as shown in these financial statements should the Company be unable to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's financial statements have been properly prepared within the framework of the significant accounting policies as noted in "NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" to these financial statements.
NOTE 6 - SUBSEQUENT EVENTS
Management has evaluated subsequent events as of November 19, 2009, and has determined there are no subsequent events to be reported.
F - 14
PART II (Continued)
Item 9
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A
Item 9A Controls and Procedures
Not applicable.
Item 9A(T) Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2009, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 and procedures may deteriorate.
Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of October 31, 2009 due to the following material weaknesses:
Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions. Management did not find any errors and therefore was not required to correct any errors prior to the release of our company’s October 31, 2009 financial statements.
Our company’s administration is composed of one administrative individual resulting in a situation where there is no segregation of duties. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Management intends to add staff this year in order to provide greater segregation of duties within our transaction processing system.
This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the fourth quarter ended October 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B
Item 9B Other Information
There was no information to be disclosed in a current report on Form 8-K during the fourth quarter ended October 31, 2009 that was not previously reported.
PART III
Item 10
Item 10 Directors, Executive Officers and Corporate Governance
The following table sets forth the names, positions and ages of our executive officers and directors. All our directors serve until the next annual meeting of our shareholders or until their successors are elected and qualify. Our board of directors appoints officers and their terms of office are at the discretion of our board of directors.
(1) Resigned as Secretary on January 18, 2008.
Business Experience
The following is a brief account of the education and business experience of each of our directors, executive officers and key employees during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization in which he or she was employed.
Mark Bruk
Mark Bruk is the founder of our company and has been our President and Treasurer since October 2, 2007 and our sole director since inception (October 1, 2007).
Prior to founding our company he was the founder, Chief Executive Officer and Chairman of CounterPath Corporation from its inception in October 2001 to August 2007 where he had overall control of the company's development and direction. CounterPath Corporation is a world leader in the development of innovative multimedia VoIP (Voice over Internet Protocol) softphones and SIP applications. CounterPath has a flexible, user friendly and feature-rich product suite, which enables its clients to cost-effectively integrate or bundle voice, video, presence and IM applications into their VoIP solutions. CounterPath Corporation’s clients include some of the world’s largest telecommunications service providers and network equipment providers, including Alcatel-Lucent, AT&T, BT (British Telecommunications PLC), Cisco Systems, Deutsche Telekom and Portugal Telecom. Since August 2007, he is Vice Chairman and a director of CounterPath Corporation.
Prior to founding CounterPath Corporation, he was the founder and Chief Executive Officer and Chairman of eduverse.com where he had overall control of the company's development and direction, and also managed operations in Asia. eduverse.com signed agreements with the Ministry of Education, China, the Ministry of Education, Malaysia, the Ministry of University Affairs, Thailand, AOL, StarTV, Sina, ZapMe, Acer, eHola, The Star (Malaysia), and Proctor and Gamble Manufacturing (Thailand) Co., Ltd.
Prior to founding eduverse.com, Mr. Bruk served as Vice President of applications and subsequently Vice President of Research & Development for PhotoChannel Networks Inc. (formerly InMedia Presentations, Inc.), a multimedia software company (PhotoChannel). Under Mr. Bruk's initiative and management, PhotoChannel developed the world's first web-based 100% pure HTML slideshow player and the world's first 100% pure Java slide show player. PhotoChannel's software was bundled with digital cameras manufactured by Casio, Nikon, Olympus and Kodak.
Family Relationships
There are no family relationships among our directors or our executive officers.
Conflicts of Interest
At the present time, we do not foresee any direct conflict of interest between Mr. Bruk's other business interests and his involvement in our company. His primary interest is our company and he devotes approximately 25-40 hours per week to our operations and is prepared to devote more time as may be required.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
· any bankruptcy petition filed by or against any business of which such person was an executive officer either at the time of the bankruptcy or within two years prior to that time;
· any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
· being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
· being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Corporate Governance
Board of Directors
Mark Bruk is our sole director. Because Mr. Bruk is our president and treasurer, he is not independent. Because Mr. Bruk, our sole director, is the only executive officer of our company, it is not possible for our board of directors to exercise independent supervision over our management. We believe that retaining one or more directors who would qualify as independent would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Directorships
Mark Bruk, our sole director, is a director of CounterPath Corporation, a public company with a class of securities registered under section 12 of the United States Securities Exchange Act of 1934.
Orientation and Continuing Education
Due to the size of our board of directors, our board of directors does not have a formal process of orientation or education program for the new members of our board of directors. However, any new directors will be given the opportunity to (a) familiarize themselves with our company, the current director and member of management; (b) review copies of recently publicly filed documents of our company, technical reports and our internal financial information; (c) have access to technical experts and consultants; and (d) review a summary of significant corporate and securities legislation. Due to our small size, our board of directors do not provide continuing education for directors. Board meetings may also include presentations by our management and consultants to give the directors additional insight into our business.
Ethical Business Conduct
Our board of directors has found that the fiduciary duties placed on the director by our governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on a director’s participation in decisions of our board of directors in which the director has an interest have been sufficient to encourage and promote a culture of ethical business conduct. Also our board of directors carefully examine issues and consults with outside counsels and other advisors in appropriate circumstances to ensure that we conduct our business ethically.
Code of Ethics
We have not adopted a code of ethics because our board of directors believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics. Our board of directors intends to adopt a code of ethics when circumstances warrant.
Director Nominations
There is no formal process for identifying new candidates. The process of identifying and evaluating candidates for board nomination sometimes begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for directors.
As of the date of this annual report on Form 10-K, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our company does not currently have a policy with regard to the consideration of any director candidates recommended by our stockholders. Our board of directors does not believe that it is necessary to have a policy with regard to the consideration of any director candidates recommended by stockholders as any such candidates can be appropriately evaluated by our board of directors. We, however, encourage stockholders to recommend candidates directly to the secretary by sending communications to “The Secretary of Kunekt Corporation”, 112 North Curry Street, Carson City, Nevada 89703.
Compensation
Our board of directors determines compensation for our president and director. In determining the compensation, our board of directors considers the qualifications and experiences of a director or president and the responsibilities and risks of being a director or president of a public company.
Assessments
Our board of directors has no specific procedures for regularly assessing the effectiveness and contribution of our board of directors, its committees, if any, or individual director.
Committees of the Board of Directors
We currently act without a standing audit committee, compensation committee, nominating committee or corporate governance committee but our board of directors acts as our audit, compensation, nominating and corporate governance committee.
Audit Committee Disclosure
Audit Committee Charter
We do not have an audit committee charter.
Composition of the Audit Committee
Our board of directors acts as our audit committee and oversees the accounting and financial reporting processes and audits of the financial statements of our company.
Our board of directors consists of Mark Bruk. Mr. Bruk is financially literate, but is not independent.
Relevant Education and Experience
Since 1998 Mr. Bruk has been the president or chief executive officer of a US public company. During these past eleven years he has been responsible for reviewing financial statements of these public companies and has built a good understanding in this regard.
Reliance on Certain Exemptions
Since the commencement of our most recently completed financial year, we have not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditors, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditors in the financial year in which the non-audit services were provided. Section 8 (Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.
Exemption
We are relying on the exemption provided by section 6.1 of National Instrument 52-110 which provides that our company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.
Item 11
Item 11 Executive Compensation
The following table sets forth the compensation paid during the fiscal years ended on October 31, 2009, 2008 and 2007. The compensation addresses all compensation awarded to, earned by, or paid to the named executive officer up to October 31, 2009. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
We did not pay any other salaries in 2009. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director.
Long-term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Employment Agreements
At present, we have no employees other than our current president, treasurer and sole director, Mark Bruk. We have made provisions for paying cash and/or non-cash compensation to our president, treasurer and sole director, Mark Bruk. Effective as of October 1, 2007, we agreed to pay Mr. Bruk a professional services’ fee of $25 per hour for time spent on our business. Mr. Bruk agreed to have any monies owing to him in relation to his services be considered a loan to our company. Mr. Bruk’s fee accrues each month and is added to any outstanding loan amount. If there is sufficient cash flow available from our future operations, we may in the future enter into a written employment agreement with Mr. Bruk, or enter into employment agreements with future key staff members.
Director Compensation
Our director is not compensated by us for acting as such and we did not compensate our director for acting as such during the fiscal year ended October 31, 2009.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We have set forth in the following table certain information regarding the shares of our common stock beneficially owned on November 9, 2009 for (i) each stockholder we know to be the beneficial owner of 5% or more of the shares of our common stock, (ii) each of our company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. As of November 9, 2009, we had 10,750,000 shares of our common stock issued and outstanding. Accordingly, 10,750,000 shares are entitled to one (1) vote per share at any meeting of shareholders.
(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(2) Percentage based on 10,750,000 shares of common stock outstanding on November 9, 2009.
Changes in Control
As of the date of this annual report on Form 10-K, management had no knowledge of any arrangements which may at a subsequent date result in a change in control of our company.
Equity Compensation Plan Information
Since our inception on October 1, 2007, we have not had any equity compensation plans either approved or not approved by our security holders.
Item 13
Item 13 Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest since our inception on October 1, 2007.
On October 15, 2007, we issued a total of 10,000,000 shares of common stock to Mark Bruk, our president, treasurer sole director, and a holder of approximately 93% of issued and outstanding shares of our common stock, for total cash consideration of $10,000. This was accounted for as a purchase of common stock.
Effective as of October 1, 2007, we entered into a shareholder loan agreement with Mr. Bruk, whereby Mr. Bruk agreed to loan us funds, as required, to operate our business. The term of the loan was indefinite, and the loan could be repaid at any time, in part or in full. There were no interest payments during the life of the loan, but the repayment amount would include all interest that accrues while the loan is outstanding. The interest rate on the loan was 7.50% and would accrue annually. The amount outstanding at October 31, 2008 was $47,679, the amount of principal paid since inception on October 1, 2007 was $29,560, the amount of interest paid since inception on October 1, 2007 is nil and the amount of interest payable at October 31, 2008 was $2,514.
Effective as of November 1, 2008, we did not repay the previous shareholder loan and we entered into a subsequent shareholder loan agreement with Mr. Bruk, whereby Mr. Bruk agreed to continue to loan us funds, as required, to operate our business. The term of the loan is indefinite, and the loan can be repaid at any time, in part or in full. There are no interest payments during the life of the loan, but the repayment amount will include all interest that accrues while the loan is outstanding. The interest rate on the loan is 4.0% and will accrue annually. For the purpose of calculating interest owing on the outstanding loan amount, the outstanding loan amount will be recalculated at the end of each month, until the loan is fully repaid, taking into account any (i) new funds loaned to us by Mr. Bruk, and (ii) payments to Mr. Bruk by us, which payments will be applied on a last-in, first-out basis. On a combined basis, the largest aggregate amount of principal outstanding since inception on October 1, 2007 was $100,847, the amount outstanding at October 31, 2009 was $100,847, the amount of principal paid since inception on October 1, 2007 was $41,289, the amount of interest paid since inception on October 1, 2007 is nil and the amount of interest payable at October 31, 2009 is $5,363.
On October 15, 2007, we entered into a patent license agreement with Mr. Bruk (see “Part IV Item 15 Exhibits, Financial Statement Schedules, Exhibit 10.1” to this annual report on Form 10-K), whereby Mr. Bruk granted us a fully paid-up, worldwide exclusive license to the pending patent to Mr. Bruk relating to his invention in the field of financial account cards. The license allows us to make, use, offer for sale, sell, lease, rent and export the products and related services covered under the pending patent. In consideration for the license, we agreed to pay Mr. Bruk all out-of-pocket expenses in respect of the patent and be solely responsible for all future expenses in respect of the patent. The license was granted on a royalty-free basis.
On June 16, 2008, we amended the Patent License Agreement (see “Part IV Item 15 Exhibits, Financial Statement Schedules, Exhibit 10.1” to this annual report on Form 10-K) between our company and our president, treasurer and sole director, Mark Bruk and entered into a Patent License and Royalty Agreement (see “Part IV Item 15 Exhibits, Financial Statement Schedules, Exhibit 10.4” to this annual report on Form 10-K) between our company and our president, treasurer and sole director, Mark Bruk. Under the terms of the Patent License and Royalty Agreement, (a) we will pay to Mr. Bruk twenty-five (25) percent of the gross revenues derived from the use, offer for sale, sell, lease, rent and export of products and related services covered by Mr. Bruk's United States Patent Application, "METHOD AND SYSTEM FOR PROCESSING FINANCIAL TRANSACTIONS USING MULTIPLE FINANCIAL ACCOUNTS", Serial Number #11/809,031, filed with the United States Patent and Trademark Office on May 31, 2007; or any foreign patents corresponding thereto, and/or any divisions, continuations, or reissue thereof, and (b) we are subject to an annual minimum patent royalty payment of $50,000 for the initial one (1) year period commencing upon the issuance of a United States patent in respect of the aforementioned patent application and in subsequent years the annual minimum patent royalty shall increase by one hundred (100) percent from the previous one (1) year period. In addition to a number of standard termination clauses, Mr. Bruk may terminate the Patent License and Royalty Agreement immediately in the event we are in breach of payment of the annual minimum patent royalty payment, any patent royalties due or other expenses in respect of the patent application.
On June 16, 2008, we entered into a Domain Name Assignment Agreement (see “Part IV Item 15 Exhibits, Financial Statement Schedules, Exhibit 10.5” to this annual report on Form 10-K) between our company and our president, treasurer and sole director, Mark Bruk. Under the terms of the Domain Name Assignment Agreement, Mark Bruk transferred to us the following Internet domain names: Kunekt.com; Kunekt.net; Kunekt.org; Kunect.com; Kunect.net; Kunect.org; Cunekt.com; Cunekt.net; Cunekt.org; Cunect.com; Cunect.net; and Cunect.org for consideration of $1. However, if we change our name from Kunekt Corporation, the Domain Name Assignment Agreement immediately terminates and all rights in and to the aforementioned Internet domain names reverts back to Mark Bruk.
On September 24, 2009, we entered into a loan agreement with Mark Bruk our president for $450,000. The promissory note carries interest at the Fed (U.S.) prime rate, which is currently 3.25%, and is secured by the Company’s assets and payable on demand. The amount of interest payable at October 31, 2009 was $1,482. The stated interest rate on the promissory note was reviewed and imputed interest was calculated for a market rate of 6.5%, resulting in an Additional Paid in Capital contribution of $1,482.
Director Independence
Our sole director, Mark Bruk, is not independent because he is an executive officer of our company. The determination of independence of a director has been made using the definition of “independent director” contained under NASDAQ Marketplace Rule 4200(a)(15).
Item 14
Item 14 Principal Accounting Fees and Services
Audit Fees
The aggregate fees billed or expected to be billed for the most recently completed fiscal years ended October 31, 2009 and 2008 for professional services rendered by HJ & Associates, LLC, Certified Public Accountants, for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by HJ & Associates, LLC, Certified Public Accountants, in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Audit Fees
$12,000
$10,700
Audit Related Fees
Nil
Nil
Tax Fees
Nil
Nil
All Other Fees
Nil
Nil
Total Fees
$12,000
$10,700
Pre-Approval Policies and Procedures
Effective May 6, 2003, the SEC adopted rules that require that before HJ & Associates, LLC is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
· approved by our audit committee; or
· entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
Our board of directors, which acts as our audit committee, pre-approved all services provided by our independent accountant. All of the services and fees described under the categories of “Audit Fees”, “Audit Related Fees”, “Tax Fees” and “All Other Fees” were reviewed and approved by our board of directors before the respective services were rendered.
Our board of directors has considered the nature and amount of the fees billed by HJ & Associates, LLC, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of HJ & Associates, LLC.
PART IV
Item 15
Item 15 Exhibits, Financial Statement Schedules
Exhibits Required by Item 601 of Regulation S-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
KUNEKT CORPORATION
By: /s/ MARK BRUK
Mark Bruk
President, Treasurer, and Director
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
Date: November 19, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ MARK BRUK
President, Treasurer, and Director
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
November 19, 2009
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Securities Exchange Act of 1934
We have not sent to our stockholders any annual report covering our last fiscal year or proxy materials with respect to any annual or other meeting of our stockholders .
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Bruk, certify that:
1. I have reviewed this annual report on Form 10-K of Kunekt Corporation
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 19, 2009.
By: /s/ MARK BRUK
Mark Bruk
President, Treasurer, and Director
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Mark Bruk, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the annual report on Form 10-K of Kunekt Corporation for the fiscal year ended October 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kunekt Corporation.
Date: November 19, 2009.
By: /s/ MARK BRUK
Mark Bruk
President, Treasurer, and Director
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Kunekt Corporation and will be retained by Kunekt Corporation and furnished to the Securities and Exchange Commission or its staff upon request.