ITEM 1. DESCRIPTION OF BUSINESS
Nitar Tech. Corp. is a Delaware corporation organized January 12, 2004.
From 1995 to the end of December 1999 Luiz O. Brasil and Jose Gustavo Brasil operated Labtech Systems as sole proprietors developing Internet Technology to enhance productivity for various clients. In January 2000 Luiz and Gustavo Brasil jointly transferred their Technology into Labtech Systems Inc., a corporation registered in the Province of Ontario, Canada. Labtech had two (2) lines of business operational; System Consulting and Customized Software Design and Development
On July 22, 2004, Nitar entered into an agreement with Labtech whereby Nitar exchanged 7,030,000 of its shares for all of Labtech’s issued and outstanding stock. As part of this agreement Labtech transferred and assigned to Nitar all of its products and existing consulting contracts. Currently Nitar’s sources of revenue are “System Consulting” (customized software design).
On December 22nd of 2004 NITAR signed a Letter of Intent to acquire Connect Education Systems Inc. Connect Education Systems Inc. owns the software EducationOnTime. This software was developed in Brasil where it is distributed exclusively by Cenecte Educacao of Sao Paulo Brazil with more the 300,000 subscriber. Effective March 6, 2006, Issuer terminated the said Letter of Intent to acquire Connect Education Systems, Inc. Pursuant to the applicable provisions of the said LOI, all content of the Education On Time educational software had to be translated from Portuguese to English before the closing of the LOI. NITAR came to the conclusion that the translation cannot be accomplished at the time that would satisfy the LOI. NITAR did not incur any cost related to the termination of the LOI.
ITEM 2.
ITEM 2. CONSULTING LINE OF BUSINESS
Software Development (Consulting) Product Development (choozmail) Computer Technology Sales (Wholesale and Distribution).
ITEM 3.
ITEM 3. COMPETITION
There are many competitors for our consulting line of business, from individual software developers to large multi-nationals corporations. Further, companies may decide to develop and maintain their systems using their own staff (in-house system development) as much of the required information and know how
can be garnered from the Internet. To compete with these companies we rely on referral from existing and past clients.
ITEM 4.
ITEM 4. CHOOZMAIL
In 2004 Labtech designed, and implemented choozmail. Choozmail is a comprehensive secure Internet communications solution (email, chat) that was designed from the ground up and focuses on the family and children's safety and security. 10,000 non-paying subscribers did the beta-testing of choozmail. Choozmail does not have as to date any paying subscribers. Our studies have not found any substantial need to invest in any further enhancements to choozmail.
ITEM 5.
ITEM 5. EMPLOYEES
The Company is a development stage company and currently has no employees. Management of the Company expects to use consultants, attorneys and accountants as necessary and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities. No remuneration will be paid to the Company's officers except as set forth under "Executive Compensation" and under "Certain Relationships and Related Transactions."
ITEM 6.
ITEM 6. DESCRIPTION OF PROPERTY.
The Company does not own any property.
ITEM 7.
ITEM 7. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 8.
ITEM 8. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the security holders of the Company during the fiscal year which ended July 31, 2009.
ITEM 9.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company’s securities are currently trading on the Pink Sheet quotation board market under the ticker NCHP.PK. However, there is not an active market for our shares. Such securities are currently held of record by a total of approximately 1150 persons. No dividends have been declared or paid on the Company's securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.
ITEM 10.
ITEM 10. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This 10-KSB Filing contains forward-looking statements about Nitar Tech. Corp.'s business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Nitar Tech. Corp’s actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, although there may be certain forward-looking statements not accompanied by such expressions.
The information presented here should be read in conjunction with Nitar Tech. Corp’s financial statements and related notes for the fiscal year ended July 31, 2009.
.
ITEM 11.
ITEM 11. GENERAL
From 1995 to the end of December 1999 Luiz O. Brasil and Jose Gustavo Brasil operated Labtech Systems as sole proprietors developing Internet Technology to enhance productivity for various clients. In January 2000 Luiz and Gustavo Brasil jointly transferred their Technology into Labtech Systems Inc., a corporation registered in the Province of Ontario, Canada. Labtech had two (2) lines of business operational; System Consulting and Customized Software Design and Development
On July 22, 2004, Nitar entered into an agreement with Labtech whereby Nitar exchanged 7,030,000 of its shares for all of Labtech’s issued and outstanding stock. As part of this agreement Labtech transferred and assigned to Nitar all of its products and existing consulting contracts. Currently Nitar’s sources of revenue are “System Consulting” (customized software design).
On December 22nd of 2004 NITAR signed a Letter of Intent to acquire Connect Education Systems Inc. Connect Education Systems Inc. owns the software EducationOnTime. This software was developed in Brasil where it is distributed exclusively by Cenecte Educacao of Sao Paulo Brazil with more the 300,000 subscriber. Effective March 6, 2006, Issuer terminated the said Letter of Intent to acquire Connect Education Systems, Inc. Pursuant to the applicable provisions of the said LOI, all content of the Education On Time educational software had to be translated from Portuguese to English before the closing of the LOI. NITAR came to the conclusion that the translation cannot be accomplished at the time that would satisfy the LOI. NITAR did not incur any cost related to the termination of the LOI.
Choozmail is fully developed, implemented and tested. In April 2005, Nitar retained the services of Marketing Solutions Ltd. of Toronto, NITAR's Agency of Record (AOR), to produce and air an Infomercial (DRTV - Direct Response Television Commercial). Further, to support this brand-building campaign, we entered into a standby equity distribution agreement with Cornell Capital Partners, L.P. Pursuant to the standby equity distribution agreement, we may, at our discretion, periodically sell to Cornell Capital Partners shares of common stock for a total purchase price of up to $35,000,000 over a 24-month period. As of this date Nitar has not exercised these rights or sold any shares towards this agreement. In July of 2007 this agreement was terminated
On May 7th , 2007 a Letter of Intent to Purchase the company Techpower-Semi International Ltd. (TSI). TSI is based in Taipei, Taiwan, Established in 2002, TSI has its core business in the distribution of electronic components produced by Asian manufacturers. The company product line includes Semiconductors, Transistors, and Diodes, Rectifiers, Power Management, Touch Display Panels, DRAM, Flash RAM and SRAM. Since inception, TSI has developed a reliable distribution market that has become vital to the Orient computer manufacturing sector. The NITAR Board of Directors also stated that the company has satisfactorily completed a thorough due-diligence process and the acquisition was finalized on the 14th of July, 2007.
The NITAR Board of Directors also announced that, effective May 11, 2007, Mr. Jose Gustavo Brazil has resigned as Director and Secretary-Treasurer being substituted by the current Director of Finance, Mr. George Parselias, CMA, as Secretary-Treasurer.
ITEM 12.
ITEM 12. RESEARCH AND DEVELOPMENT
The Company does not foresee the need for any research and development expense. Our marketing strategy for choozmail did not bring in a substantial number of paying subscribers and yearly renewals so Nitar was forced to discontinue choozmail and stop providing this service.
ITEM 13.
ITEM 13. SUMMARY CONSOLIDATED FINANCIAL INFORMATION
Year ended July 31, 2009 vs. the year ended July 31, 2008.
ITEM 14.
ITEM 14. REVENUES
Our revenues for the year ended July 31, 2009 decreased 100% to $0, down from $629,221 for the same period a year ago. The decrease was due to discontinuance of operations of the Company’s distribution and wholesale division. The operations were discontinued due inventory obsolescence and shifting consumer demands that led to significantly reduced demands for the service and product offerings. As of July 31, 2009, the Company had no revenues generated through any of its business segments.
ITEM 15.
ITEM 15. COST OF REVENUES
Our cost of revenues for the year ended July 31, 2009 was $127,364 compared to $584,424 for the year ended July 31, 2008. The decrease of $457,060 of cost of revenues was the direct result of the decrease in purchases resulting from the discontinuance of the distribution and wholesale business segment. A lack of demand coupled with changing technology and customer trends away from existing products resulted in the cessation of the business segment and significantly reduced the cost of purchases.
ITEM 16. SALES AND MARKETING
Sales and Marketing expenses decreased to $0 from $19,795 for the prior year ended July 31, 2008. This decrease was because of the decreased costs incurred for travel, advertising and promotional expenses as there were no sales, marketing or promotional activities put in place to support any of the business segments due to their respective shut-down of activities in the current year ended July 31, 2009.
ITEM 17. GENERAL AND ADMINISTRATIVE
Our general and administrative expenses for the year ended July 31, 2009 versus the year ended July 31, 2008 decreased by $54,980, from $64,980, as incurred during the year ended July 31, 2008 to $10,000 in the current year due to reduced professional fees, specifically decreases in accounting, auditing and legal fees.
ITEM 18. DEPRECIATION AND AMORTIZATION
Our depreciation and amortization expense was significantly lower than the previous year, $8,267 versus $257,093 from a year ago, due to the write-down of all remaining unamortized software development costs in the current year, as the Company determined that no benefit would be realized beyond the current fiscal year. In the year ended July 31, 2009, $8,267 was expensed which represented the remaining net book value of the furniture and fixtures asset class. As at July 31, 2009, there are no remaining net book values of any asset type on the books of the Company.
ITEM 19. OTHER INCOME/EXPENSES
Interest expense was significantly lower in the current year ended July 31, 2009, down to $4,192 versus $34,134 for the prior year ended July 31, 2008. The current year’s number did not represent a full-year’s bank indebtedness as the bank overdraft facility was repaid on April 31st, 2009 at which time the debt was repaid by the principal, owners of the Company.
ITEM 20. INCOME TAXES
There was no resulting income tax liability generated during the current year as the Company was in a significant net loss position. All deferred net tax benefits had been recorded in previous fiscal years.
ITEM 21. NET LOSS
Accordingly, for the year ended July 31, 2009, we incurred a net loss of $107,812 versus a net loss of $793,419 for the year ended July 31, 2008.
ITEM 22. LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2009, the Company had current assets and liabilities totaling $0 and $0, respectively, which has resulted in no net working capital. Currently, its significant shareholders are financing the Company’s operations. The Company has incurred a net loss during the current fiscal year of $107,812 but does not anticipate this to continue into future fiscal years. The major focus in the Fiscal 2009 year and until investment financing has been secured will be a concerted effort by the Company’s two core developers to more intensely solicit systems consulting opportunities from both, mining new opportunities from existing clients, to soliciting net new customers. This will increase cash in-flows while maintaining expenditures at historical levels as no new employee(s) will be required - the increased capacity to support these increased sales initiatives in place with the existing manpower. As well, discretionary spending will be curtailed primarily in travel and entertainment, and cancelled new computer equipment rentals, which will assist in conserving cash to support the in-going entity status of the Company. None of the reduction in expenditures is expected to negatively affect the Company and its current and forecasted revenue streams as the capacity is currently in place with existing manpower and computer infrastructure, respectively.
In order to become profitable, we will still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, the offering may not raise enough for the required amount of funding. There are no preliminary or definitive agreements or understandings with any party for such financing. We cannot predict when, if ever, that will happen.
ITEM 23. NEED FOR ADDITIONAL FINANCING
The Company does not have sufficient capital to meet its short-term and long-term cash needs in terms of its ability to execute the formal business plan it has created for the next three to five years. Our plans in this regard are to seek loans, debt, or equity financings to cover both short-term and long-term cash needs to continue operations and expansion. Although the Company cannot accurately predict the precise timing of its future capital expenditures, the Company estimates that it will need to expend over $5,000,000, primarily for launching the infomercial segment of a focused and targeted sales and marketing campaign to enhance the subscription sales of choozmail to the general public, and general and administrative and operating expenses. This capital will be provided by Cornell Partners L.P., and these funds will be sufficient to satisfy all of the capital requirements of the Company for a time period no greater than the next twelve months from date of receipt. There is no assurance that such additional funds will be available to the Company on acceptable terms, if at all. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operational expenses. Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have not generated any revenue and we require additional funds to satisfy our future operations. We believe that actions presently taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. However, in the absence of additional capital investment, the Company will be unable to fully market and promote its service offerings. The Company will be able to provide whatever marketing initiatives it will be able to organically finance primarily through its systems consulting efforts. The Company is placing greater emphasis on its two core software developers to solicit additional systems consulting opportunities to increase revenues and provide internal cash flow to maintain its operations as depicted in its previous two fiscal years and its on-going concern status. The primary focus is to preserve current cash in-flows by curtailing any and all discretionary expenditures, primarily travel and eliminating and incremental new computer equipment, in a concerted effort to maximize all existing computer hosting capacity and bandwidth. Our ability to achieve these objectives cannot be determined at this time. If we are unsuccessful in our endeavors, we may be forced to cease operations, to develop another line of business, to finance our operations through the sale of any assets we have, or to enter into the sale of stock for additional capital, none of which may be feasible when needed. The Company has no specific management ability, financial resources, or plans to enter any other business as of this date.
From the aspect of whether we can continue toward the business goal of acquisition and development of enhanced products, we may use all of our available capital without generating a profit.
The effects of inflation have not had a material impact on our operations, nor is it expected to in the immediate future.
In addition, there has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 24. CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Our significant accounting policies are described in Note 1 to the Financial Statements. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following accounting policies are deemed to be critical by our management.
ITEM 25. USE OF ESTIMATES
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
ITEM 26 SOFTWARE DEVELOPMENT COSTS
The Company accounts for the costs of software to be marketed in compliance with Statement of Financial Accounting Standards No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed.” Software development costs are expensed as incurred until technological feasibility of the product is established. Once technological feasibility is achieved, direct production costs (including labor directly associated with the development projects), indirect costs (including allocated fringe benefits, payroll taxes, facilities costs, and management supervision), and other direct costs (including costs of outside consultants, purchased software to be included in the software product being developed, travel expenses, material and supplies, and other direct costs) are capitalized until the product is available for general release to customers. The Company amortizes capitalized costs on a product-by-product basis. Amortization for each period is the greater of the amount computed using (i) the straight-line basis over the estimated product life (generally from 36 to 60 months), or (ii) the ratio of current revenues to total projected product revenues. The Company did not capitalize any software development costs for both the years ending July 31, 2009 and 2008, respectively.
SFAS No. 2, Accounting for Research and Development Costs, established accounting and reporting standards for research and development. In accordance with SFAS No. 2, costs we incur to enhance our existing products after general release to the public (bug fixes) are expensed in the period they are incurred and included in research and development costs. Research and development costs incurred prior to determination of technological feasibility and marketability and after general release to the public and charged to expense were $0 for both the years ended July 31, 2009 and 2008, respectively.
The Company periodically reviews the carrying value of capitalized software development costs. Impairments are recognized in the results of operations when the expected future undiscounted operating cash flow derived from the capitalized software is less than its carrying value. No charges for impairment were required in the years ending July 31, 2009 and 2008, respectively.
ITEM 27. REVENUE RECOGNITION
Substantially all of the Company's revenues are derived from two primary sources: licensing of software and providing professional services. The Company sells its software products DynamicHub and Choozmail through non-cancelable licensing agreements. The software licensing agreements and the Company’s professional services have been accounted for under revenue recognition principles in accordance with the guidance provided by Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." Under SAB No. 104, generally the Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller's price to the buyer is fixed or determinable, and (4) collectibility is reasonably assured. In addition, the Company has applied the provisions of the Emerging Task Force ("EITF") No. 00-03, "Application of AICPA SOP No. 97-2 to Arrangements that Include the Right to Use Software Stored on Another Entity's Hardware," to the Company's software licensing agreements.
Professional services revenue consists of fees charged for product set-up and training and consulting services. Product set-up and training fees are included in the license agreements and are recognized into professional service revenue in accordance with EITF 00-21 “Revenue Arrangements with Multiple Deliverables,” based upon verifiable, objective evidence of the fair values of each accounting unit.
Product set-up and training fees occur during initial purchase of the license agreement and the product set-up and training services occur within a couple of days of the beginning of the service period of the license agreement. Consulting services revenue is recognized on a percentage of completion bases, generally representing time spent relative to total estimated time. The consulting service engagements the Company enters into are generally completed within one month. Provisions for estimated losses on contracts, if any, are recorded when identifiable. As of July 31, 2009 and 2008, no provisions for estimated losses or work-in-process have been recorded.
ITEM 28. FOREIGN CURRENCY TRANSLATION
The functional currency of the Company is the local currency where the Company operates. The financial statements of the Company have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation." All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. The income and cash flow statements amounts have been translated using the weighted average exchange rate for the year. Foreign currency cash flows are translated at the weighted average rate of exchange in effect during the period due to the minimal fluctuation in the currency exchange rates during the period. Management believes that substantially the same results would be derived if foreign cash flows were translated at the rates in effect at the time of the cash flows.
Accumulated net translation adjustments have been reported separately in Other Comprehensive Income in the financial statements. Foreign currency translation adjustments resulted in losses of $284,186 and $67,950 for the years ending July 31, 2009 and 2008, respectively. Foreign currency transaction gains and (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency totaled approximately $0 and $2,144 in gains for the years ending July 31, 2009 and 2008, respectively, and are included in General and Administrative Expenses in the accompanying consolidated statement of operations.
ITEM 29. RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended July 31, 2009. The Company is currently evaluating the impact of SFAS 157 on its consolidated financial statements.
In June 2005, the FASB EITF reached a consensus on EITF Issue No. 05-6 "Determining the Amortization Period for Leasehold Improvements Purchased or Acquired after Lease Inception in a Business Combination." This EITF issue provides guidance on the amortization period for leasehold improvements acquired in a business combination and the amortization period of leasehold improvements that are placed in service significantly after and not contemplated at the beginning of the lease term. The guidance contained in EITF No. 05-6 was effective for periods beginning after June 29, 2005. The adoption of EITF No. 05-6 did not have a material effect on the Company's results of operations, cash flows, or financial condition.
In May 2005, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 will have a material effect on the Company's results of operations, cash flows, or financial condition.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets, and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 was effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 did not have a material effect on the Company's results of operations, cash flows, or financial condition.
In December 2004, the FASB issued Staff Position No. 109-1, "Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004." FSP 109-1 clarifies that the manufacturer's deduction provided for under the American Jobs Creation Act of 2004 should be accounted for as a special deduction in accordance with SFAS No. 109 and not as a tax rate reduction. The adoption of FSP No. 109-1 did not have a material effect on the Company's results of operations, cash flows, or financial condition.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends previous accounting guidance regarding allocation of fixed production costs to inventory and the recognition of overheads and other expenses. SFAS No. 151 was effective for fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 did not have a material effect on the Company's results of operations, cash flows, or financial condition.
ITEM 30. CONTROLS AND PROCEDURES
The Corporation maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, the Corporation's Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Corporation's disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures are effective as of the end of the period covered by this report. There were no changes in the Corporation's internal control over financial reporting that occurred during the Corporation's most recent fiscal year end that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.
ITEM 31. FINANCIAL STATEMENTS
THIS PORTION INTENTIONALLY LEFT BLANK
Financial Statements of
NITAR TECH CORP. AND SUBSIDIARY
July 31, 2009
NITAR TECH CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2009
(UNAUDITED)
INCORPORATION
Nitar Tech. Corp., (“The Company”) was formed on January 12, 2004, under the laws of the State of Delaware. On July 24, 2004, the Company acquired all of the outstanding shares of Labtech Systems Inc., (an Ontario Canada Corporation) in a reverse merger in exchange for approximately 67% of the outstanding stock of the Company. The Company had no operating activities prior to the reverse merger. Accordingly, Labtech Systems Inc. is considered the accounting acquirer under a reverse merger. The reverse merger transaction has been accounted for as a recapitalization of Labtech Systems Inc. Accordingly, the historical operations of Labtech Systems Inc. are presented in the accompanying financial statements as the historical operations of the Company for all periods presented. The shareholders of Labtech Systems Inc. received 7,030,000 of common shares of Nitar Tech. Corp. in connection with the reverse merger. These shares are considered as if they were issued prior to July 31, 2003.
The Company’s operations include the selling of computer software licensing agreements for their internet-based software products and computer software professional services consulting practice. The Company maintains its offices in Mississauga, Ontario, Canada.
1.
BASIS OF PRESENTATION
The condensed consolidated financial statements of Nitar Tech. Corp. and subsidiaries included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-KSB, and other reports filed with the SEC.
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.
2.
SIGNIFICANT ACCOUNTING POLICIES
a.
Principles of Consolidation
The consolidated financial statements include the accounts of Nitar Tech Corp. and its majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
b.
Use of Estimates
The preparation of these financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
c.
Cash and Cash Equivalents
Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.
d.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are reported net of an allowance for doubtful accounts. The Company estimates the allowance based on its analysis of specific balances, taking into consideration the age of the past due account and anticipated collections resulting from legal issues. An account is considered past due after thirty (30) days from the invoice date. Based on these factors, there was an allowance for doubtful accounts of $0 and $0 at July 31, 2009 and 2008, respectively. Changes to the allowance for doubtful accounts are charged to expense and reduced by charge-offs, net of recoveries.
e.
Property, Equipment, and Depreciation
Property and Equipment are presented at original cost, less accumulated depreciation. Depreciation is computed using the straight-line method or the declining balance method at the following annual rates for the following applicable asset classes:
o
Computer Hardware
-
30% declining balance
o
Furniture and Equipment
-
20% declining balance
o
Leasehold Improvements
-
straight-line over three years
The cost of significant improvements to property and equipment are capitalized. Maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the cost and related depreciation are eliminated from the accounts and any resulting gain or loss is recognized.
f.
Software Development Costs
The Company accounts for the costs of software to be marketed in compliance with Statement of Financial Accounting Standards No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed.” Software development costs are expensed as incurred until technological feasibility of the product is established. Once technological feasibility is achieved, direct production costs (including labor directly associated with the development projects), indirect costs (including allocated fringe benefits, payroll taxes, facilities costs, and management supervision), and other direct costs (including costs of outside consultants, purchased software to be included in the software product being developed, travel expenses, material and supplies, and other direct costs) are capitalized until the product is available for general release to customers. The Company amortizes capitalized costs on a product-by-product basis. Amortization for each period is the greater of the amount computed using (i) the straight-line basis over the estimated product life (generally from 36 to 60 months), or (ii) the ratio of current revenues to total projected product revenues. The Company did not capitalize any software development costs for the years ending July 31, 2009 and 2008, respectively.
SFAS No. 2, Accounting for Research and Development Costs, established accounting and reporting standards for research and development. In accordance with SFAS No. 2, costs we incur to enhance our existing products after general release to the public (bug
fixes) are expensed in the period they are incurred and included in research and development costs. Research and development costs incurred prior to determination of technological feasibility and marketability and after general release to the public and charged to expense were $0 for the years ended July 31, 2008 and 2007.
The Company periodically reviews the carrying value of capitalized software development costs. Impairments are recognized in the results of operations when the expected future undiscounted operating cash flow derived from the capitalized software is less than its carrying value. No charges for impairment were required in the years ending July 31, 2008 and July 31, 2007, respectively.
g.
Deferred Financing Costs
The Company amortizes deferred financing costs over the effective period of the financing.
h.
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.
i.
Revenue Recognition
Substantially all of the Company's revenues are derived from two primary sources: licensing of software and providing professional services. The Company's software is sold through licensing agreements that are on a month-to-month basis. The software licensing agreements have been accounted for under revenue recognition principles in accordance with the guidance provided by Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." In addition, the Company has applied the provisions of the Emerging Task Force (“EITF”) No. 00-03, "Application of AICPA SOP No. 97-2 to Arrangements that Include the Right to Use Software Stored on Another Entity’s Hardware," to the Company’s software licensing agreements. The Company's licensing agreements with customers generally include a software license, which includes use of software and hosting services and professional services, as described below. The fees related to these multiple-element arrangements are allocated to the individual elements in accordance with EITF 00-21, "Revenue Arrangements with Multiple Deliverables," based upon verifiable, objective evidence of the fair values of each accounting unit. Professional services revenue consists of fees charged for product set-up and training and consulting services, which are determinable based upon vendor specific evidence of fair value. Professional service revenue is recognized as the professional services are delivered provided all other revenue recognition requirements are met.
j.
Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expenses for the year ended July 31, 2009 and 2008 were $0 and $0, respectively.
k.
Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable, and accounts payable. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value.
l.
Foreign Currency Translation
The functional currency of the Company is the local currency where the Company operates. The financial statements of the Company have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation." All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. The income and cash flow statements amounts have been translated using the weighted average exchange rate for the year. Foreign currency cash flows are translated at the weighted average rate of exchange in effect during the period due to the minimal fluctuation in the currency exchange rates during the period. Management believes that substantially the same results would be derived if foreign cash flows were translated at the rates in effect at the time of the cash flows.
Accumulated net translation adjustments have been reported separately in Other Comprehensive Income in the financial statements. Foreign currency translation adjustments resulted in losses of $284,186 and a gain $67,950 for the years ending July 31, 2009 and 2008, respectively. Foreign currency transaction gains and (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency totaled gains of $0 and $2,144 in the years ending July 31, 2009 and 2008, respectively, and are included in General and Administrative Expenses in the accompanying consolidated statement of operations.
m.
Earnings Per Share
Earnings per share of common stock are computed in accordance with SFAS No, 128, “Earnings per Share.” Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are the same as basic earnings per share since no common stock equivalents were outstanding for the years ending July 31, 2009 and 2008.
n.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.
o.
Recent Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. This Statement applies to all entities, including not-for-profit organizations. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended July 31, 2010. The Company is currently evaluating the impact of SFAS 159 on its consolidated financial statements.
3.
PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
July 31,
Computer Hardware
$ 25,747
$ 25,747
Leasehold Improvements
4,197
4,197
Furniture & Equipment
34,293
34,293
$ 64,237
$ 64,237
Less: Accumulated Depreciation
64,237
24,539
Net Property and Equipment
$ 0
$ 39,698
Depreciation expense for the years ended July 31, 2009 and 2008 was $8,267 and $31,626, respectively.
4.
BANK OVERDRAFT
In connection with the Company’s checking account, the Company previous to July 31, 2009, had a bank overdraft protection loan available up to approximately $50,000 at July 31, 2008. The bank overdraft balance was $0 and $49,120 at July 31, 2009 and 2008, respectively. The interest rate on the bank overdraft protection loan is the Canadian prime rate plus 0.25%, which was 6.25% and 4.50% at July 31, 2009 and 2008, respectively. Interest expense for the years ended July 31, 2009 and 2008 was $4,192 and $34,134, respectively. The bank overdraft protection loan was personally guaranteed by two principal shareholders of the Company. On April 30, 2009, the bank overdraft amount of $51,272 was paid off by the principal owners of the Company and the overdraft facility was cancelled.
5.
INCOME TAXES
The consolidated provision for income taxes for the years ending July 31, 2009 and 2008, respectively, consists of the following:
Year Ended: July 31,
Current Tax Expense
United States Tax Expense
$ --
$ --
Canadian Tax Expense
--
--
Deferred Tax Benefit
United States Tax Expense
$ --
$ --
Canadian Tax Benefit
--
--
Income Tax Benefit
$ --
$ --
The provision for income taxes differs from that computed by applying the Canadian federal statutory rates to income before income tax expense, as indicated in the following analysis:
Year Ended: July 31,
Canadian Statutory Income Taxes at
36% and 37%, respectively
$ --
$ --
Application of the Canadian Small Business Deduction Credit
--
--
Income Tax Benefit
$ --
$ --
A cumulative net deferred tax asset is included on the balance sheet. The components of the deferred tax asset at July 31, 2009 and 2008, respectively, are as follows:
Year Ended: July 31,
Current Deferred Tax Assets Consisted of:
Net Operating Loss - Carryforwards
Deferred Tax Valuation Allowance
$ --
--
$ --
--
Total Current Deferred Tax Assets
Current Deferred Tax Liabilities Consisted of:
Difference in Amortization Methods of
Software Development Costs
$ --
--
$ --
--
Net Current Deferred Tax Asset
$ --
$ --
The noncurrent component of deferred income tax liability recognized in the balance sheets represents the difference in amortization methods of software development costs. Deferred liability income tax was $0 and $0 at July 31, 2009 and 2008, respectively.
The Company has $1,532,574 of net operating loss carryforwards available as of July 31, 2009. The carryforwards expire in varying amounts in 2010 through 2017.
6.
BUSINESS SEGMENTS AND OTHER REVENUE INFORMATION
The Company operated in two principal business segments. The Company’s reportable business segments are the selling of computer software licensing agreements for their internet-based software products and computer software professional services consulting practice. In addition, the Company reports certain administrative activities under the corporate segment. The accounting policies of the reportable business segments are the same as those described in Note 2: Significant Accounting Policies. The Company evaluates segment performance based on net income (loss). The Company’s revenues were from external customers; no transactions between segments were recorded in the amounts shown in the following
Revenues are attributed to countries based on the location of the customers. All long-lived assets of the Company are located within Canada.
The distribution and wholesale business segment was discontinued on January 31, 2008. All assets of the subsidiary were sold to settle its current and long term debts and obligations.
ITEM 33
EXHIBITS
31.1 and 2
Certifications
32.1 and 2
Certifications
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
NITAR TECH CORP.
By: /s/ Luiz Brasil
Luiz . Brasil, President and Director
Dated: September 3, 2009
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:
/s/
Luiz Brasil
President and Director
Dated: September 3, 2009
/s/
George Parselias
Secretary, Treasurer,
Principal Financial Officer, Principal
Accounting Officer and Director
Dated: September 3, 2009
Exhibit 31.1
CERTIFICATION
I, Luiz Brasil , Chief Executive Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of NITAR TECH CORP.
2.
Based on my knowledge, this annual 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 annual report.
3.
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report.
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);
All significant deficiencies and material weakness 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
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: September 3, 2009
/s/ Luiz Brasil
Luiz Brasil
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, George Parselias, Chief Financial Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of NITAR TECH CORP.
2.
Based on my knowledge, this annual 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 annual report.
3.
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report.
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);
All significant deficiencies and material weakness 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
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: September 3, 2009
/s/ George Parselias
George Parselias
Chief Financial Officer
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of NITAR TECH CORP. (the “Company”) on Form 10-K for the twelve month period ended July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carman McClelland, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that;
1.
The Report fully complies with the requirement 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 the Company.
/s/ Luiz Brasil
Name: Luiz Brasil
Title: Chief Executive Officer
Date: September 3, 2009
Exhibit 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of NITAR TECH CORP. (the “Company”) on Form 10-K for the twelve month period ended July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George Parselias, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that;
3.
The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
4.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ George Parselias
Name: George Parselias
Title: Chief Financial Officer
Date: September 3, 2009