ITEM 1.
BUSINESS.
Business of Mikojo.
Mikojo Pty. Ltd., an Australian corporation (“Mikojo (Aust)”), was founded in 2007. In 2008, Mikojo (Australia) launched a federated Internet search engine and has entered into a Search Distribution Agreement (“SDA”) with InfoSpace Europe Limited (“InfoSpace”) wherein InfoSpace has agreed to permit Mikojo (Aust) to incorporate certain search content and services into Mikojo (Aust)’s website. InfoSpace is a distributor of Google web content and has certain proprietary metasearch technology that combines the top results from the leading search engines (such as Google and YaHoo). Pursuant to the terms of the SDA, Mikojo (Aust) utilizes this search technology on its Mikojo.com website and has a revenue sharing agreement with respect to advertising revenues which are developed through its website. InfoSpace has established long-term advertising distribution contracts with various companies, including Google, Inc. and also has strategic advertising partnerships with MicroSoft, Yahoo, LookSmart and others.
On March 17, 2009, Mikojo (Aust) contributed all of its assets, including but not limited to its rights under the SDA, to Mikojo in exchange for the issuance of 12,000,000 newly issued common shares of Mikojo. Thereafter, Mikojo began generating cash flows pursuant to the terms of the SDA. Essentially, by indirectly acting as a distributor of advertising links originated by Google, Mikojo is compensated by InfoSpace based on the revenues it receives from Google calculated based on an “clicks” on such advertising generated through the Mikojo website. Mikojo then, in turn, may provide the click to other third party search engines (for example, YaHoo), for which it woulod also receive credit toward the generation of additional revenues.
Mikojo’s only current customer is InfoSpace, which client relationship is governed by the SDA. The SDA has a three-year term expiring on March 1, 2012 and is exclusive for that period. Mikojo has negotiated certain similar agreements with YaHoo, Inc., Looksmart, Ltd. and others., however, due to the aforementioned exclusivity agreement with InfoSpace, such other agreements will be utilized only if the agreement with InfoSpace is terminated.
LOBIS, Inc., a Delaware corporation (“LOBIS”), was formed in 2008 for the purpose of acquiring certain assets and patented technology from Computing Services Support Solutions, Inc. (“C3S”). Pursuant to the terms of an Asset and Patent Purchase Agreement (“LOBIS APA”) with C3S, LOBIS agreed to acquire C3S’ TriggerWare™ Server and Software (which is covered by US Patent No. 6,629,106 B1), subject to the terms and conditions of that agreement. A more detailed description of the TriggerWare™ software is in Management’s Discussion and Analysis or Plan of Operation, below. On March 17, 2009, LOBIS contributed all of its assets and Mikojo assumed all of LOBIS’ liabilities, including LOBIS’ rights and responsibilities under the LOBIS APA in exchange for the issuance of 12,000,000 newly issued common shares of Mikojo. Ownership of the patent for the TriggerWare™ technology remains vested in C3S until certain additional payments are made to C3S pursuant to the terms of the LOBIS APA.
Mikojo’s mission is to bring together the Internet distribution contracts owned by Mikojo (Aust) and the rights related to the TriggerWare™ technology owned by LOBIS to develop and provide the best possible search engine user experience on the Internet by revolutionizing Internet search and decision-making and providing users with a simple interface to retrieve decision-enabling, semantics-based information in real-time.
Background of Transaction.
Mikojo Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009 to enter into asset contribution transactions with Mikojo (Aust) and LOBIS. On March 2, 2009, Mikojo issued 2,000,000 shares of its common stock par value $0.0001 to its founder, Accelerated Venture Partners, LLC for a total consideration of $200.00. Pursuant to the terms of a Contribution to Controlled Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and separate Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and LOBIS, respectively (all agreements dated as of March 17, 2009), Mikojo (Aust) and LOBIS agreed to contribute all of their assets to Mikojo Incorporated and Mikojo Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS as consideration for the purchase of an aggregate of 24,000,000 common shares of Mikojo (each party received 12,000,000 common shares), with a stated face value of $0.0001 per share. These shares were then distributed to the shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata basis. The principal asset contributed by Mikojo (Aust) was its SDA with InfoSpace, Inc. The principal asset contributed by LOBIS was its rights pursuant to the LOBIS APA (principally its rights relative to the TriggerWare™ Server and Software). Subsequently, Mikojo engaged Clifton Gunderson LLP, an independent valuation firm, to perform a valuation engagement and provide conclusions of value and a detailed report to assist Mikojo’s management in the determination of the fair value of the assets being contributed by Mikojo (Aust) into Mikojo pursuant to Statement of Financial Accounting Standards No. 141(R), Business Combinations, (“SFAS 141(R)”), and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) as of March 17, 2009. Mikojo did not cause an independent analysis to be performed with respect to the assets contributed by LOBIS.
Thereafter, pursuant to the terms of the Merger Agreement, on July 20, 2009 Merger Sub merged with and into Mikojo, with Mikojo remaining as the surviving corporation with the stockholders of Mikojo exchanging all of their stock in Mikojo for a total of 26,000,000 shares of common stock of LG. Immediately prior to the Merger, certain existing shareholders of LG tendered a total of 29,360,500 shares of LG’s common stock to the company for cancellation, leaving 1,530,600 issued and outstanding LG common shares including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Company. As a result, following the Merger, LG had 27,530,600 shares of its common stock issued and outstanding, of which 98% were held by the former shareholders of Mikojo.
On September 11, 2009, LG completed a merger with and into its wholly-owned subsidiary, Mikojo Incorporated, a Delaware corporation , which resulted in (a) a change of domicile of the Company from the State of Colorado to the State of Delaware; (b) a change of the name of the company from LG Holding Corporation to Mikojo Incorporated; (c) the right of each holder of the Company’s common shares to receive one (1) share of Mikojo Incorporated common stock, par value $0.0001 per share, for each one (1) share of the common stock of LG Holding Corporation, par value $0.001 per share, owned by the holder as of the effective time of the Merger; (d) the persons presently serving as the Company’s executive officers and directors serving in their same respective positions with Mikojo; and (e) the adoption of Mikojo’s Certificate of Incorporation under the laws of the State of Delaware, pursuant to which our authorized capital stock is 100,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share and no preferred stock and the adoption of new Bylaws under the laws of the State of Delaware.
In connection with the Merger, Mikojo agreed to pay certain prior shareholders of LG an aggregate of $400,000 for expenses incurred in connection with the merger transaction and cancellation of certain previously outstanding LG shares as detailed above. In this connection, Mikojo paid a non-refundable fee of $25,000 with the balance due of $375,000 to be paid to such shareholders within 90 days of the closing of the merger and evidenced by a promissory note or notes in favor of such shareholders. Should the $375,000 payment not be made within 120 days of the merger closing, Mikojo agreed to pay a $100,000 penalty increasing the amount due to $475,000. Furthermore if the payment (including penalty) is not paid within 150 days of the merger closing, the noteholder(s) have an option to convert the note(s) pro rata into an aggregate of 1,000,000 shares of the surviving company’s common stock.
Immediately following the closing of the Merger, the Company entered into an Acquisition Agreement with Allan Reeh, a shareholder of the Company (“Purchaser”), whereby the Company agreed to transfer 100% of its interest in its wholly-owned subsidiary, No Worries Managed Network Services, Inc. (“Sub”) and certain rights owned by the Company (“Rights”) to Purchaser in exchange for Purchaser’s assumption of all liabilities and responsibilities with respect to the Sub and the Rights. The transfer of the assets was subject to the completion of the Merger. Included in the assets transferred were all cash and cash equivalents, prepaid expenses, fixed assets and accounts receivable related to the Sub and the Rights and the Purchaser assumed all accounts payable and any other liabilities related to the Sub and the Rights. Included in the Rights transferred were the right to use the name “LG Holding Corporation” and “No Worries Managed Network Services, Inc.” together with all client agreements, both written and oral.
Ultimately, it is Mikojo’s plan to develop the commercialization of its TriggerWare software as a pioneering semantics-based search software vehicle, while continuing to generate cash flow from Internet advertising, as further described herein. The Company did not have any meaningful operations in its fiscal year ended June 30, 2010 due to a lack of funding.
Employees
As of September 30, 2010, we have no full- or part-time employees and rely upon our officers and directors and certain outsiders to provide services to the Company on a consultive basis.
ITEM 1A.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a number of risks. You should carefully read and consider the following risks as well as the other information contained in this prospectus, including the financial statements and the notes to those financial statements, before making an investment decision. The realization of any of the risks described below could have a material adverse affect on our business, financial condition, results of operations, cash flows and/or future prospects. The trading price of our common stock could decline due to any of these risks, and you could lose part or all of your investment. The order of these risk factors does not reflect their relative importance or likelihood of occurrence.
Risks Related to Our Business and Industry
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue as a going concern and our ability to obtain future financing
In their report dated November 22, 2010, our independent auditors stated that our financial statements for the period ended June 30, 2010 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible.
The Company must raise Additional Capital to Carry Out its Business Plan
The Asset and Patent Purchase Agreement between LOBIS and C3S requires that the purchaser make certain payments in connection with the purchase of the patent relative to the TriggerWare™ software. The Company must raise additional capital to fund such payments, and if such payments are not funded, the rights to the TriggerWare™ software will revert to C3S. In addition, the Company will require additional capital resources in order to develop its metadata resources. Loss of the rights to the TriggerWare™ software or an inability to fund the development of metadata resources will significantly impair the Company’s business plan and could have a significant impact on the Company’s prospects for growth. There is no guarantee that the Company will be able to access additional capital at rates and on terms which are attractive to the Company, if at all.
We are highly dependent on our ability to finance and place advertising on the Web
Most of the Company’s revenue to date has been derived from payments by Infospace, Google and YaHoo for our generation of “clicks” on such advertising. There is a direct relationship between the quantity of advertising we place and the generation of “clicks”. Without funding for such advertising, our revenues for generation of “clicks” could be adversely affected which would directly affect our operating results.
We have an exclusive relationship with InfoSspace and Google , upon whom we rely very heavily.
At the present time, we are virtually entirely dependent on InfoSpace (and indirectly, Google) for our revenues. InfoSpace and Google are faced with significant competition from several companies such as Microsoft and YaHoo, which may have a greater ability to attract and retain users than InfoSpace and Google. If Microsoft or Yahoo is successful in providing similar or better web search results or more relevant advertisements, or in leveraging their platforms or products to make their web search or advertising services easier to access, InfoSpace and Google could experience a significant decline in user traffic and revenues. Any such decline could negatively affect our revenues. In addition, the Company’s relationship with InfoSpace is exclusive, which prevents us from utilizing any other sources of content distribution. We are therefore dependent on the ability of InfoSpace to maintain its business and operations on a positive basis and for InfoSpace to maintain its relationship with Google. There are terms and conditions in the SDA pursuant to which InfoSpace could terminate its relationship with the Company and such relationship is terminable by either party at the end of the initial three-year term or at the end of any renewal term upon thirty days written notice.
We face significant competition.
We face formidable competition in every aspect of our business, and particularly from other companies that seek to connect people with information on the web and provide them with relevant advertising. Most of our competitors have longer operating histories and more established relationships with customers and end users. They can use their experience and resources against us in a variety of competitive ways, including by making acquisitions, investing more aggressively in research and development and competing more aggressively for advertisers and web sites.
We face competition across all geographic markets from other Internet companies, including web search providers, Internet access providers, Internet advertising companies, destination web sites, and local information providers, and from traditional media companies.
We face competition from other web search providers, including start-ups as well as developed companies that are enhancing or developing search technologies. We compete with Internet advertising companies, particularly in the areas of pay-for-performance and keyword-targeted Internet advertising. Also, we may compete with companies that sell products and services online because these companies, like us, are trying to attract users to their web sites to search for information about products and services.
In certain markets outside the U.S., other web search, advertising services, and Internet companies have greater brand recognition than InfoSpace, Google or Mikojo, and more users, and more search traffic than we have. Even in countries where we have a significant user following, we may not be as successful in generating revenue due to slower market development, our inability to provide attractive local advertising services or other factors.
In addition to Internet companies, Internet advertising companies face competition from companies that offer traditional media advertising opportunities. Most large advertisers have fixed advertising budgets, a small portion of which is allocated to Internet advertising. We expect that large advertisers will continue to focus most of their advertising efforts on traditional media. If we fail to convince these companies to spend a portion of their advertising budgets with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results would be harmed.
Emergence of Unanticipated Competition from Startups.
It is conceivable that one of several new start-up companies has technology comparable to Mikojo which could pose a threat to the company. Such company(ies) may be better funded and closer to product roll-out than Mikojo.
A “Major Player” may enter the Semantic Search Market.
Google or another “major player” in the search engine field might enter the semantic search engine market at some point, which would be a significant threat to Mikojo. Such company(ies) is likely to have resources to create metadata much more rapidly than Mikojo. If such were to occur, it would be more difficult for Mikojo to create branding around TriggerWare™ and relational queries as the basis for search.
Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.
Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Each of the following factors may affect our operating results:
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Our ability to continue to attract users to our web sites and satisfy existing users on our web sites.
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Our ability to monetize (or generate revenue from) traffic on our web.
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The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations, and infrastructure.
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Our focus on long-term goals over short-term results.
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The results of our investments in risky projects.
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Our ability to keep our web sites operational at a reasonable cost and without service interruptions.
Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results. In addition, advertising spending has historically been cyclical in nature, reflecting overall economic conditions as well as budgeting and buying patterns.
If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could suffer.
Our success depends on providing products and services that make using the Internet a more useful and enjoyable experience for our users. Our competitors are constantly developing innovations in web search, online advertising and web based products and services. As a result, we must continue to invest significant resources in research and development in order to enhance our web search technology and our existing products and services and introduce new products and services that people can easily and effectively use. If we are unable to provide quality products and services, then our users may become dissatisfied and move to a competitor’s products and services. In addition, these new products and services may present new and difficult technology challenges, and we may be subject to claims if users of these offerings experience service disruptions or failures or other quality issues. Our operating results would also suffer if our innovations are not responsive to the needs of our users and advertisers and are not appropriately timed with market opportunities or are not effectively brought to market. As search technology continues to develop, our competitors may be able to offer search results that are, or that are seen to be, substantially similar to or better than ours. This may force us to compete in different ways and expend significant resources in order to remain competitive.
We currently generate our revenue almost entirely from advertising, and the reduction in spending by or loss of advertisers could seriously harm our business.
Advertisers will reduce their advertising expenditures if they perceive that such expenditures do not generate sales leads, and ultimately customers, or if their advertising content is not delivered in an appropriate and effective manner. In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.
The effects of the recent global economic crisis may impact our business, operating results, or financial condition.
The recent global economic crisis has caused disruptions and extreme volatility in global financial markets and increased rates of default and bankruptcy, and has impacted levels of consumer spending. These macroeconomic developments could negatively affect our business, operating results, or financial condition in a number of ways. For example, current or potential advertisers may delay or decrease spending. In addition, if consumer spending continues to decrease, this may result in fewer clicks on advertisers’ ads displayed on our web sites. Finally, if the banking system or the financial markets continue to deteriorate or remain volatile, our investments may be impacted and the values and liquidity of our investments could be adversely affected.
Our business and operations are experiencing rapid growth. If we fail to effectively manage our growth, our business and operating results could be harmed.
We have experienced and expect to continue to experience rapid growth in our operations, which has placed, and will continue to place, significant demands on our management, operational and financial infrastructure. If we do not effectively manage our growth, the quality of our products and services could suffer, which could negatively affect our operating results. Our expansion and growth in international markets heightens these risks as a result of the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. To effectively manage this growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and management resources. Failure to implement these improvements could hurt our ability to manage our growth and our financial position.
Metadata Retrieval and Acquisition Risks
The biggest barrier to the success of the company’s TriggerWare™ technology is that there is currently no relational metadata that exists on the Internet. Mikojo must ensure that a critical mass of metadata is created for enough of the Internet to ensure that users will be able to gain value from the search services that TriggerWare™ affords. The company must create the metadata bases very rapidly and will be utilizing the services of an off-shore organization for such work. Such organizations may be unreliable and may not produce the desired results. The company must also maintain the accuracy of the metadata as data sources change.
Metadata Retrieval and AcquisitionTechnical Risks
In order to function in a viable manner, TriggerWare™ needs to scale up to potentially hundreds of thousands of simultaneous users. This will require establishment of server infrastructure so that there can be several instances of the TriggerWare™ server handling requests from the different segments of the user community. While this approach will work with TriggerWare™ as it does with other servers, the ultimate validation of TriggerWare™ in this kind of production mode is yet to be fully tested.
Market Risks
The company will face numerous risks relating to market acceptance of its products and services:
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Users may refuse to be provide search queries: Engines in the marketplace take it for granted that users will simply refuse to provide search input beyond typing in a few keywords. Today, there are no search engines that do semantics-based search and the company’s products and services have not been test-marketed.
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Data providers may prevent use of their data: Since Mikojo separates metadata from data, it is able to use metadata to interpret the data in various URLs. It is conceivable that if Mikojo is successful on a large scale, data providers could notice that their data is being used in high-volume situations. Mikojo recognizes that it will need to negotiate advertising and revenue-sharing agreements with data providing entities to continue to operate as the engine that brings semantics to Internet search. There are no guarantees that this can be accomplished
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A much larger company may emerge as a competitor before Mikojo fully launches its technology and therefore time is of the essence in rolling out our technology.
Acquisitions could result in operating difficulties, dilution and other harmful consequences.
We do not have a great deal of experience acquiring companies. We expect to evaluate and enter into discussions regarding a wide array of potential strategic transactions. These transactions could be material to our financial condition and results of operations. The process of integrating an acquired company, business or technology has created, and will continue to create unforeseen operating difficulties and expenditures. The areas where we face risks include:
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Implementation or remediation of controls, procedures and policies at the acquired company.
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Diversion of management time and focus from operating our business to acquisition integration challenges.
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Coordination of product, engineering and sales and marketing functions.
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Transition of operations, users and customers onto our existing platforms.
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Cultural challenges associated with integrating employees from the acquired company into our organization.
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Retention of employees from the businesses we acquire.
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Integration of the acquired company’s accounting, management information, human resource and other administrative systems.
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Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities.
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Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties.
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In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.
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Failure to successfully further develop the acquired technology.
Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and strategic investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.
Future acquisitions or dispositions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Also, the anticipated benefit of many of our acquisitions may not materialize
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.
Our intellectual property rights are important assets for us. Various events outside of our control pose a threat to our intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.
Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable. We could also face risks associated with our trademarks.
We also seek to maintain certain intellectual property as trade secrets. The secrecy could be compromised by outside parties, or by our employees, which would cause us to lose the competitive advantage resulting from these trade secrets.
We are, and may in the future be, subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies in the future.
Companies in the Internet, technology and media 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 have grown, the intellectual property rights claims against us have increased. Our products, services and technologies may not be able to withstand any third-party claims and regardless of the merits of the claim, intellectual property claims are often time-consuming and expensive to litigate or settle. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue any of our services or practices that are found to be in violation of another party’s rights.
Privacy concerns relating to our technology could damage our reputation and deter current and potential users from using our products and services.
From time to time, concerns have been expressed about whether our products and services compromise the privacy of users and others. Concerns about our practices with regard to the collection, use, disclosure or security of personal information or other privacy-related matters, even if unfounded, could damage our reputation and operating results. While we strive to comply with all applicable data protection laws and regulations, as well as our own posted privacy policies, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, which could potentially have an adverse effect on our business.
In addition, as nearly all of our products and services are web based, the amount of data we store for our users on our servers (including personal information) has been increasing. Any systems failure or compromise of our security that results in the release of our users’ data could seriously limit the adoption of our products and services as well as harm our reputation and brand and, therefore, our business. We may also need to expend significant resources to protect against security breaches. The risk that these types of events could seriously harm our business is likely to increase as we expand the number of web based products and services we offer as well as increase the number of countries where we operate.
A variety of new and existing U.S. and foreign laws could subject us to claims or otherwise harm our business.
We are subject to a variety of laws in the U.S. and abroad that are costly to comply with, can result in negative publicity and diversion of management time and effort, and can subject us to claims or other remedies. Many of these laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. The laws that do reference the Internet are being interpreted by the courts, but their applicability and scope remain uncertain. For example, the laws relating to the liability of providers of online services are currently unsettled both within the U.S. and abroad. Claims have been threatened and filed under both U.S. and foreign law for defamation, libel, slander, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted by our users, our products and services, or content generated by our users.
In addition, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for listing or linking to third-party web sites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. The Child Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act. We face similar risks and costs as our products and services are offered in international markets and may be subject to additional regulations.
We are subject to increased regulatory scrutiny that may negatively impact our business.
The growth of our company and our expansion into a variety of new fields implicate a variety of new regulatory issues and may subject us to increased regulatory scrutiny, particularly in the U.S. and Europe. Moreover, our competitors have employed and will likely continue to employ significant resources to shape the legal and regulatory regimes in countries where we have significant operations. Legislators and regulators may make legal and regulatory changes, or interpret and apply existing laws, in ways that make our products and services less useful to our users, require us to incur substantial costs, or change our business practices. These changes or increased costs could negatively impact our business.
More individuals are using non-PC devices to access the Internet. If users of these devices do not widely adopt versions of our web search technology, products or operating systems developed for these devices, our business could be adversely affected.
The number of people who access the Internet through devices other than personal computers, including mobile telephones, personal digital assistants (PDAs), smart phones and handheld computers and video game consoles, as well as television set-top devices, has increased dramatically in the past few years. The lower resolution, functionality and memory associated with alternative devices make the use of our products and services through such devices more difficult and the versions of our products and services developed for these devices may not be compelling to users, manufacturers or distributors of alternative devices. Each manufacturer or distributor may establish unique technical standards for its devices, and our products and services may not work or be viewable on these devices as a result. As we have limited experience to date in operating versions of our products and services developed or optimized for users of alternative devices, and as new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our products and services for use on these alternative devices and we may need to devote significant resources to the creation, support and maintenance of such devices. If we are unable to attract and retain a substantial number of alternative device manufacturers, distributors and users to our products and services or if we are slow to develop products and technologies that are more compatible with non-PC communications devices, we will fail to capture a significant share of an increasingly important portion of the market for online services, which could adversely affect our business.
Our business may be adversely affected by malicious applications that interfere with, or exploit security flaws in, our products and services.
Our business may be adversely affected by malicious applications that make changes to our users’ computers and interfere with the use of our products and services. These applications have in the past attempted, and may in the future attempt, to change our users’ Internet experience, including hijacking queries to our service, altering or replacing search results we provide, or otherwise interfering with our ability to connect with our users. The interference often occurs without disclosure to or consent from users, resulting in a negative experience that users may associate with our products and services. These applications may be difficult or impossible to uninstall or disable, may reinstall themselves and may circumvent other applications’ efforts to block or remove them. In addition, we offer a number of products and services that our users download to their computers or that they rely on to store information and transmit information to others over the Internet. These products and services are subject to attack by viruses, worms and other malicious software programs, which could jeopardize the security of information stored in a user’s computer or in our computer systems and networks. The ability to reach users and provide them with a superior experience is critical to our success. If our efforts to combat these malicious applications are unsuccessful, or if our products and services have actual or perceived vulnerabilities, our reputation may be harmed and our user traffic could decline, which would damage our business.
Proprietary document formats may limit the effectiveness of our search technology by preventing our technology from accessing the content of documents in such formats, which could limit the effectiveness of our products and services.
A large amount of information on the Internet is provided in proprietary document formats such as Microsoft Word. The providers of the software application used to create these documents could engineer the document format to prevent or interfere with our ability to access the document contents with our search technology. This would mean that the document contents would not be included in our search results even if the contents were directly relevant to a search. The software providers may also seek to require us to pay them royalties in exchange for giving us the ability to search documents in their format. If the software provider also competes with us in the search business, they may give their search technology a preferential ability to search documents in their proprietary format. Any of these results could harm our brand and our operating results.
New technologies could block our ads, which would harm our business.
Technologies have been developed that can block the display of our ads. Most of our revenues are derived from fees paid to us by advertisers in connection with the display of ads on web pages. As a result, ad-blocking technology could adversely affect our operating results.
Index spammers could harm the integrity of our web search results, which could damage our reputation and cause our users to be dissatisfied with our products and services.
There is an ongoing and increasing effort by “index spammers” to develop ways to manipulate our web search results. For example, because our web search technology ranks a web page’s relevance based in part on the importance of the web sites that link to it, people have attempted to link a group of web sites together to manipulate web search results. We take this problem very seriously because providing relevant information to users is critical to our success. If our efforts to combat these and other types of index spamming are unsuccessful, our reputation for delivering relevant information could be diminished. This could result in a decline in user traffic, which would damage our business.
If we were to lose the services of key members of our management team, we may not be able to execute our business strategy.
Our future success depends in a large part upon the continued service of key members of our senior management team, who are critical to the overall management of the company as well as the development of our technology, our culture and our strategic direction. The loss of any of our management or key personnel could seriously harm our business.
We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, we may not be able to grow effectively.
Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly targeted our employees. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.
We have a short operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to be successful.
Our predecessor in interest, Mikojo (Aust) first derived revenue from our business in 2008, and we have only a short operating history with our business model. As a result, we have only a short operating history to aid in assessing our future prospects. Also, we derive nearly all of our revenues from online advertising, which is an immature industry that has undergone rapid and dramatic changes in its short history. We will encounter risks and difficulties as a company operating in a new and rapidly evolving market. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results.
We may have difficulty scaling and adapting our existing architecture to accommodate increased traffic and technology advances or changing business requirements, which could lead to the loss of users and advertisers, and cause us to incur expenses to make architectural changes.
To be successful, our network infrastructure has to perform well and be reliable. The greater the user traffic and the greater the complexity of our products and services, the more computing power we will need. If we do not expand successfully, or if we experience inefficiencies and operational failures, the quality of our products and services and our users’ experience could decline. This could damage our reputation and lead us to lose current and potential users and advertisers. Cost increases, loss of traffic or failure to accommodate new technologies or changing business requirements could harm our operating results and financial condition.
We rely on bandwidth providers, data centers and others in providing products and services to our users, and any failure or interruption in the services and products provided by these third parties could damage our reputation and harm our ability to operate our business.
We rely on vendors, including data center and bandwidth providers in providing products and services to our users. Any disruption in the network access or colocation services provided by these providers or any failure of these providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business. We exercise little control over these vendors, which increases our vulnerability to problems with the services they provide. We license technology and related databases to facilitate aspects of our data center and connectivity operations including Internet traffic management services. We expect to experience interruptions and delays in service and availability for such elements. Any errors, failures, interruptions or delays in connection with these technologies and information services could harm our relationship with users, adversely affect our business and expose us to liabilities.
Our business depends on continued and unimpeded access to the Internet by us and our users. Internet access providers may be able to block, degrade or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.
Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have stated that they may take measures that could degrade, disrupt or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings. These activities may be permitted in the U.S. after recent regulatory changes, including recent decisions by the U.S. Supreme Court and Federal Communications Commission. While interference with access to our popular products and services seems unlikely, such carrier interference could result in a loss of existing users and advertisers and increased costs, and could impair our ability to attract new users and advertisers, thereby harming our revenue and growth.
Interruption or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.
The availability of our products and services depends on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service, which could reduce our revenues and profits, and damage our brand. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. Some of our data centers are located in areas with a high risk of major earthquakes. Our data centers are also subject to break-ins, sabotage and intentional acts of vandalism, and potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our data centers could result in lengthy interruptions in our service.
Our business depends on increasing use of the Internet by users searching for information, advertisers marketing products and services and web sites seeking to earn revenue to support their web content. If the Internet infrastructure does not grow and is not maintained to support these activities, our business will be harmed.
Our success will depend on the continued growth and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable Internet services. Internet infrastructure may be unable to support the demands placed on it if the number of Internet users continues to increase, or if existing or future Internet users access the Internet more often or increase their bandwidth requirements. In addition, viruses, worms and similar programs may harm the performance of the Internet. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as our ability to provide our solutions.
We may have exposure to greater than anticipated tax liabilities.
Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher than anticipated in jurisdictions where we have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, as a result of gains on our foreign exchange hedging program, or changes in tax laws, regulations, accounting principles or interpretations thereof. Our determination of our tax liability is always subject to review by applicable tax authorities. Any adverse outcome of such a review could have a negative effect on our operating results and financial condition. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
Risks Related to Ownership of Our Common Stock
The price of our common stock may be extremely volatile.
In some future periods, our results of operations may be below the expectations of public market investors, which could negatively affect the market price of our common stock. Furthermore, the stock market in general has experienced extreme price and volume fluctuations in recent years. We believe that, in the future, the market price of our common stock could fluctuate widely due to variations in our performance and operating results or because of any of the following factors:
• announcements of new services, products, technological innovations, acquisitions or strategic relationships by us or our competitors;
• trends or conditions in the software, business process outsourcing and Internet markets;
• changes in market valuations of our competitors; and
• general political, economic and market conditions.
In addition, the market prices of securities of software and technology companies, including our own, have been volatile and have experienced fluctuations that have often been unrelated or disproportionate to a specific company's operating performance. As a result, investors may not be able to sell shares of our common stock at or above the price at which an investor purchase paid. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company. If any securities litigation is initiated against us, we could incur substantial costs and our management's attention could be diverted from our business.
Quarterly and annual operating results may fluctuate, which could cause our stock price to be volatile.
Our quarterly and annual operating results may fluctuate significantly in the future due to a variety of factors that could affect our revenues or our expenses in any particular period. You should not rely on our results of operations during any particular period as an indication of our results for any other period. Factors that may adversely affect our periodic results may include the loss of a significant account or accounts.
Our operating expenses are based in part on our expectations of our future revenues and are partially fixed in the short term. We may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall.
The significant concentration of ownership of our common stock will limit an investor's ability to influence corporate actions.
The concentration of ownership of our common stock may limit an investor's ability to influence our corporate actions and have the effect of delaying or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and may affect the market price of our common stock. Certain major stockholders, if they act together, are able to substantially influence all matters requiring stockholder approval, including the election of all directors and approval of significant corporate transactions and amendments to our certificate of incorporation. These stockholders may use their ownership position to approve or take actions that are adverse to interests of other investors or prevent the taking of actions that are inconsistent with their respective interests.
We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.
We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.
If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.
The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.
We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share, of which, as of September 30, 2010, 28,061,200 shares of common stock were issued and outstanding and 71,938,800 remain unissued. These shares may be issued by our board of directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.
Further, our Certificate of Incorporation authorizes 1,000,000 shares of preferred stock, $0.01 par value per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which convert into large numbers of shares of common stock and consequently lead to further dilution of other shareholders.
We do not intend to pay cash dividends in the foreseeable future
We currently intend to retain all future earnings for use in the operation and expansion of our business. We do not intend to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.
There is currently a very limited market for our securities and there can be no assurance that anymore liquid market will ever develop.
There is currently only a very limited trading market for our common stock and there is currently only one market maker quoting our stock on the OTCBB. There can be no assurance as to whether additional market makers will quote our stock or that an orderly market will develop, (if ever) in our common stock. As a result, we expect that the price at which our stock trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock. Owing to the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. See “Broker-dealers may be discouraged from effecting transactions in our common stock because they are considered a penny stock and are subject to the penny stock rules.”
Our common stock is subject to the Penny Stock Regulations
Our common stock and will likely be subject to the SEC's “penny stock” rules to the extent that the price remains less than $5.00. Those rules, which require delivery of a schedule explaining the penny stock market and the associated risks before any sale, may further limit your ability to sell your shares.
The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the `penny stock` rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.
Our common stock is illiquid and subject to price volatility unrelated to our operations
The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, and the existence of convertible securities to purchase shares of common stock at prices that may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2.
PROPERTIES.
Our executive offices are located at 1840 Gateway Drive, Suite 200, Foster City, CA 94404 which we utilize on a rent-free basis pursuant to a verbal understanding with Accelerated Venture Partners, LLC, one of our shareholders.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
As of June 30, 2010, the Company was not a party to any pending or threatened legal proceedings.
ITEM 4.
ITEM 4.
(REMOVED AND RESERVED)
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Market Price
The Company became subject to Securities Exchange Act Reporting Requirements in September 2008. The symbol "MKJI" is assigned for our securities. There has never been any market for or trading in our stock. There can be no assurance that a highly-liquid market for our securities will ever develop.
Options and Warrants
None of the shares of our common stock are subject to outstanding options or warrants.
Status of Outstanding Common Stock
As of September 30, 2010, we had a total of 28,061,200 shares of our common stock outstanding. Of these shares, 20,077,832 are held by “affiliates” of the Company and the remaining shares are either registered or may be transferred subject to the requirements of Rule 144. We have not agreed to register any additional outstanding shares of our common stock under the Securities Act.
Holders
We have issued an aggregate of 28,061,200 shares of our common stock to approximately 60 record holders.
Dividends
We have not paid any dividends to date, and have no plans to do so in the immediate future.
Recent Sales of Unregistered Securities
None
Purchases of Equity Securities
The Company has never purchased nor does it own any equity securities of any other issuer.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion should be read in conjunction with our financial statements and the notes thereto.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND USE OF TERMS
This annual report contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, to expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. Except as otherwise indicated by the context, references in this report to:
Overview
Our Background and History
Business of Mikojo.
Mikojo Pty. Ltd., an Australian corporation (“Mikojo (Aust)”), was founded in 2007. In 2008, Mikojo (Australia) launched a federated Internet search engine and has entered into a Search Distribution Agreement (“SDA”) with InfoSpace Europe Limited (“InfoSpace”) wherein InfoSpace has agreed to permit Mikojo (Aust) to incorporate certain search content and services into Mikojo (Aust)’s website. InfoSpace is a distributor of Google web content and has certain proprietary metasearch technology that combines the top results from the leading search engines (such as Google and YaHoo). Pursuant to the terms of the SDA, Mikojo (Aust) utilizes this search technology on its Mikojo.com website and has a revenue sharing agreement with respect to advertising revenues which are developed through its website. InfoSpace has established long-term advertising distribution contracts with various companies, including Google, Inc. and also has strategic advertising partnerships with MicroSoft, Yahoo, LookSmart and others.
On March 17, 2009, Mikojo (Aust) contributed all of its assets, including but not limited to its rights under the SDA, to Mikojo. Thereafter, Mikojo began generating cash flows pursuant to the terms of the SDA. Essentially, by indirectly acting as a distributor of advertising links originated by Google, Mikojo is compensated by InfoSpace based on the revenues it receives from Google calculated based on an “clicks” on such advertising generated through the Mikojo website. Mikojo then, in turn, may provide the click to other third party search engines (for example, YaHoo), for which it would also receive credit toward the generation of additional revenues.
Mikojo’s only current customer is InfoSpace, which client relationship is governed by the SDA. The SDA has a three-year term expiring on March 1, 2012 and is exclusive for that period. Mikojo has negotiated certain similar agreements with YaHoo, Inc., Looksmart, Ltd., and others., however, due to the aforementioned exclusivity agreement with InfoSpace, such other agreements will be utilized only if the agreement with InfoSpace is terminated.
LOBIS, Inc., a Delaware corporation (“LOBIS”), was formed in 2008 for the purpose of acquiring certain assets and patented technology from Computing Services Support Solutions, Inc. (“C3S”). Pursuant to the terms of an Asset and Patent Purchase Agreement (“LOBIS APA”) with C3S, LOBIS agreed to acquire C3S’TriggerWare™ Server and Software (which is covered by US Patent No. 6,629,106 B1), subject to the terms and conditions of that agreement. A more detailed description of the TriggerWare™ software is in Management’s Discussion and Analysis or Plan of Operation, below. On March 17, 2009, LOBIS contributed all of its assets and Mikojo assumed all of LOBIS’ liabilities, including LOBIS’ rights and responsibilities under the LOBIS APA. Ownership of the patent for the TriggerWare™ technology remains vested in C3S until certain additional payments are made to C3S pursuant to the terms of the LOBIS APA.
Mikojo’s mission is bring together the Internet distribution contracts owned by Mikojo (Aust) and the rights related to the TriggerWare™ technology owned by LOBIS to develop and provide the best possible search engine user experience on the Internet by revolutionizing Internet search and decision-making and providing users with a simple interface to retrieve decision-enabling, semantics-based information in real-time.
Background of Transaction.
Mikojo Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009 to enter into asset contribution transactions with Mikojo (Aust) and LOBIS. On March 2, 2009, Mikojo issued 2,000,000 shares of its common stock par value $0.0001 to its founder, Accelerated Venture Partners, LLC for a total consideration of $200.00. Pursuant to the terms of a Contribution to Controlled Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and separate Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and LOBIS, respectively (all agreements dated as of March 17, 2009), Mikojo (Aust) and LOBIS agreed to contribute all of their assets to Mikojo Incorporated and Mikojo Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS as consideration for the purchase of an aggregate of 24,000,000 common shares of Mikojo (each party received 12,000,000 common shares), with a stated face value of $0.0001 per share. These shares were then distributed to the shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata basis. The principal asset contributed by Mikojo (Aust) was its SDA with InfoSpace, Inc. The principal asset contributed by LOBIS was its rights pursuant to the LOBIS APA (principally its rights relative to the TriggerWare™ Server and Software). Subsequently, Mikojo engaged Clifton Gunderson LLP, an independent valuation firm, to perform a valuation engagement and provide conclusions of value and a detailed report to assist Mikojo’s management in the determination of the fair value of the assets being contributed by Mikojo (Aust) into Mikojo pursuant to Statement of Financial Accounting Standards No. 141(R), Business Combinations, (“SFAS 141(R)”), and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) as of March 17, 2009. Mikojo did not cause an independent analysis to be performed with respect to the assets contributed by LOBIS.
Thereafter, pursuant to the terms of the Merger Agreement, on July 20, 2009 Merger Sub merged with and into Mikojo, with Mikojo remaining as the surviving corporation with the stockholders of Mikojo exchanging all of their stock in Mikojo for a total of 26,000,000 shares of common stock of LG. Immediately prior to the Merger, certain existing shareholders of LG tendered a total of 29,360,500 shares of LG’s common stock to the company for cancellation, leaving 1,530,600 issued and outstanding LG common shares including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Company. As a result, following the Merger LG had 27,530,000 shares of its common stock issued and outstanding, of which 98% were held by the former shareholders of Mikojo. Following the closing of the Merger, LG’s name will be changed to Mikojo Incorporated Upon completion of the Merger, we adopted Mikojo’s business plan.
On September 11, 2009, LG completed a merger with and into its wholly-owned subsidiary, Mikojo Incorporated, a Delaware corporation , which resulted in (a) a change of domicile of the Company from the State of Colorado to the State of Delaware; (b) a change of the name of the company from LG Holding Corporation to Mikojo Incorporated; (c) the right of each holder of the Company’s common shares to receive one (1) share of Mikojo Incorporated common stock, par value $0.0001 per share, for each one (1) share of the common stock of LG Holding Corporation, par value $0.001 per share, owned by the holder as of the effective time of the Merger; (d) the persons presently serving as the Company’s executive officers and directors serving in their same respective positions with Mikojo; and (e) the adoption of Mikojo’s Certificate of Incorporation under the laws of the State of Delaware, pursuant to which our authorized capital stock will be 100,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share and no preferred stock and the adoption of new Bylaws under the laws of the State of Delaware.
In connection with the merger, Mikojo agreed to pay certain prior shareholders of LG an aggregate of $400,000 for expenses incurred in connection with the merger transaction and cancellation of certain previously outstanding LG shares as detailed above. In this connection, Mikojo paid a non-refundable fee of $25,000 with the balance due of $375,000 to be paid to such shareholders within 90 days of the closing of the merger and evidenced by a promissory note or notes in favor of such shareholders. Should the $375,000 payment not be made within 120 days of the merger closing, Mikojo agreed to pay a $100,000 penalty increasing the amount due to $475,000. Furthermore if the payment (including penalty) is not paid within 150 days of the merger closing, the noteholder(s) have an option to convert the note(s) pro rata into an aggregate of 1,000,000 shares of he surviving company’s common stock. As of September 30, 2010, no payment has been made on the promissory note,
Ultimately, it is Mikojo’s plan to develop the commercialization of its TriggerWare software as a pioneering semantics-based search software vehicle, while continuing to generate cash flow from Internet advertising, as further described herein. The Company did not have any meaningful operations in its fiscal year ended June 30, 2010 due to a lack of funding.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. Currently, our only estimate is that of depreciation expense. We base our estimates on historical experience and on other assumptions that we believes to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Going Concern
Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended June 30, 2010, relative to our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations. We will need to raise additional investment capital to fund our operations beyond that date and until we can operate on a cash flow positive basis. There is no guarantee that we will be able to obtain such additional funding or that any funding will be offered on terms and conditions which are acceptable to us.
Fair Values of Financial Instruments
At June 30, 2010, fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and notes payable approximate their carrying amount due to the short period of time to maturity.
Property and equipment
We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be three years. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the statements of operations.
Stock-based compensation
As of January 1, 2006, SFAS No. 123R, Share-Based Payment, became effective for all companies and addresses the accounting for share-based payment transactions. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using APB No. 25, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. We have never implemented a stock option plan nor have we ever issued stock in lieu of compensation to anyone. As such, this pronouncement has no impact on these financial statements but its provisions will apply to the extent we engage in such activities in the future.
Results of Operations
Year Ended June 30, 2009 Compared to Year Ended June 30, 2008.
The following table summarizes the results of our operations during the year ended June 30, 2009, and 2008 and provides information regarding the dollar and percentage increase or (decrease) from the year ended June 30, 2009 to the same period of 2008.
We had revenues of $750 for the year ended June 30, 2010, compared to revenues of $1,740,449 during the same period in 2009. Our revenues decreased in the year ended June 30, 2010 primarily due to the lack of operating capital to finance advertising.
Our cost of services for the year ended June 30, 2010was $0.00 as compared to $1,608,552 during the same period in 2009. This decrease is primarily the result of the lack of any meaningful sales in the year ended June 30, 2010.
Selling, general and administrative expenses increased decreased by $[amount] or [amount]%, to $708,157 in the year ended June 30, 2010 compared to $1,414,121 in the same period in 2009. The decrease is primarily due to a lack of operations in the year ended June 30, 2010.
Interest expense for the year ended June 30, 2010 was 47,033 and interest expense in the same period of 2009 was $1,750. Interest expense increased in the year ended June 30, 2010 mainly due to increased borrowings.
During the year ended June 30, 2010 we incurred a net loss of $(762,654) compared with $(1,154,965) for the same period in the prior year. The increase in our loss is primarily due to a lack of operations in the year ended June 30, 2010.
Loss per common share for the year ended June 30, 2010 was $(0.03) as compared to a loss of $(.04) during the same period of 2009.
Cash Flow Items
The following table provides the statements of net cash flows for the year ended June 30, 2010 and June 30, 2009:
We used $80,560 of cash from our operating activities during the year ended June 30, 2010 as compared to $36,487 cash used during the year ended June 30, 2009. The difference is principally attributable to the lack of meaningful operations in the year ended June 30, 2010.
We used $0.00 in cash from our investing activities during the year ended June 30, 2010, as compared to $0.00 used in the prior year ending June 30, 2009.
We provided a net $74,052 from financing activities during the year ended June 30, 2010 as compared to a use of 9,504 during the year ended June 30, 2009. The change is primarily due to increased shareholder loans and issuance of shares for services in the year ended June 30, 2010.
Balance Sheet Items
As of June 30, 2010, we had total current assets of $14,964, as compared to $41,466 as of June 30, 2009. Our total assets as of June 30, 2010 were $18,818 as compared to $45,320 as of June 30, 2009. We had total current liabilities of $2,006,429 as of June 30, 2010 as compared to $1,256,551 as of June 30, 2009.
As of June 30, 2010, our total Stockholders’ Deficit was $1,987,611 as compared to $1,211,232 at June 30, 2009.
Liquidity and Capital Resources
As of June 30, 2010, we had $496 cash, a working capital deficit of $1,991,465 and an accumulated deficit of $1,512,611 through June 30, 2010. Our operating activities used $80,560 in cash for the fiscal year period ended June 30, 2010.
Management believes that the Company will require a significant cash infusion over the next twelve months. Historically, we have depended on loans from our principal shareholders and their affiliated companies to provide us with working capital as required. There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.
We believe that the level of financial resources is a significant factor for our future development, and accordingly we may choose at any time to raise capital through private debt or equity financing to strengthen its financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities. However, we do not have immediate plans to have a public offering of our common stock. There is no guarantee that any of these efforts to raise capital will be successful.
Loans Payable and Notes Payable
Loans Payable to shareholders consist of $27,543 in loans made by an officer and shareholder of the Company to the Company. These loans bear no interest, are unsecured and due and payable upon demand. Notes Payable comprise $475,000 face amount owing to certain former shareholders and $1,250,000 payable to Computing Services Support Solutions, Inc.
Long-Term Debt
None.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Seasonality
Our operating results are not affected by seasonality.
Inflation
Our business and operating results are not affected in any material way by inflation.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Set forth below are the audited financial statements for the Company as of and for the fiscal years ended June 30, 2010 and 2009 and the report thereon of Paritz & Co., P.A.
MIKOJO INCORPORATED
FINANCIAL STATEMENTS
INDEX
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
MIKOJO INCORPORATED:
We have audited the accompanying balance sheet of MIKOJO INCORPORATED as of June 30, 2010 and 2009, and the related statements of operations, changes in shareholders’ equity (deficit), and cash flows for the years ended June 30, 2010 and 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, 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 MIKOJO INCORPORATED as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception and has a net capital deficit at June 30, 2010, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Paritz & Co.
Paritz & Co.
Hackensack, NJ
November 22, 2010
MIKOJO INCORPORATED
Consolidated Balance Sheets
(audited)
The accompanying notes are an integral part of the financial statements.
MIKOJO INCORPORATED
Consolidated Statements of Operations
(Audited)
The accompanying notes are an integral part of the financial statements.
MIKOJO INCORPORATED
Consolidated Statements of Stockholders' Deficiency
(audited)
The accompanying notes are an integral part of the financial statements.
MIKOJO INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(audited)
The accompanying notes are an integral part of the financial statements.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
Mikojo Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009 to enter into asset contribution transactions with Mikojo (Aust) Pty. Ltd., an Australian entity and LOBIS, Inc. On March 2, 2009, Mikojo issued 2,000,000 shares of its common stock par value $0.0001 to its founder, Accelerated Venture Partners, LLC for a total consideration of $200.00. Pursuant to the terms of a Contribution to Controlled Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and separate Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and LOBIS, respectively (all agreements dated as of March 17, 2009), Mikojo (Aust) and LOBIS agreed to contribute all of their assets to Mikojo Incorporated and Mikojo Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS as consideration for the purchase of an aggregate of 24,000,000 common shares of Mikojo (each party received 12,000,000 common shares), with a stated face value of $0.0001 per share. These shares were then distributed to the shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata basis. The principal asset contributed by Mikojo (Aust) was an agreement with InfoSpace, Inc. The principal asset contributed by LOBIS was certain contract rights with respect to the acquisition of certain intellectual property owned by a third party.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist primarily of money market funds.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
Revenue recognition
Revenue is recognized on a monthly basis as realized and earned, on an accrual basis. Revenue recognized to date is composed primarily of advertising revenue for advertisements placed through the Company’s web site.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is recognized for financial reporting purposes on the straight-line method in amounts sufficient to amortize the cost of the related asset over its estimated useful life.
Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.
Research and Development
The Company charges all research and development costs to expense as incurred.
Recent Accounting Pronouncements
In June 2009, the FASB issued guidance now codified in FASB Accounting Standards Codification ("ASC") Topic 105, Generally Accepted Accounting Principles, as the single source of authoritative nongovernmental GAAP. FASB ASC Topic 105 does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents have been superseded and all other accounting literature not included in the FASB Codification is now considered non-authoritative. These provisions of FASB ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period. The adoption of this guidance did not have an impact on the Company’s financial condition or results of operations, but impacted its financial reporting process by eliminating all references to pre-codification standards. On the effective date of this guidance, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative.
In August 2009, the FASB issued an updated Accounting Standards Update ("ASU") regarding fair value measurements and disclosures. The guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using certain prescribed valuation techniques. The amendments in the pronouncements were effective for the Company’s first quarter of fiscal 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
In January 2010, the FASB authoritative guidance regarding “Improving Disclosures about Fair Value Measurements”. The guidance provides amendments to literature on fair value measurements and disclosures currently within the ASC by clarifying certain existing disclosures and requiring new disclosures for the various classes of fair value measurements. It is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
In February 2010, the FASB amended certain authoritative guidance on Amendments to Certain Recognition and Disclosure Requirements for Subsequent Events. The guidance addresses both the interaction of the requirements of Subsequent Events, with the SEC’s reporting requirements and the intended breadth of the reissuance disclosures provision related to subsequent events, potentially changing reporting by both private and public entities depending on the facts and circumstances surrounding the nature of the change. All of the amendments are effective upon issuance of the final update, except for the use of the issued date for conduit debt obligors which is effective for interim and annual periods ending after June 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.
In April 2010, the FASB issued authoritative guidance on Stock Compensation and its Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. The guidance provides amendments to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as the adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, The Company has a negative net working capital of US$142,977 as of June 30, 2010 and a net loss of $31,470 and $32,520 for the year ended June 30, 2010 and 2009 respectively. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTES PAYABLE-SHAREHOLDERS (RELATED PARTY TRANSACTIONS)
As of June 30, 2010, certain shareholders of the Company provided loans to the Company for operating purposes. Such loans aggregated $27,543 at June 30, 2010. These advances are payable on demand and are non-interest bearing. See also Note 5, Commitments and Contingencies.
NOTES PAYABLE
Notes payable comprise (a) Notes in the aggregate face amount of $475,000 payable to certain shareholders of LG Holding Corporation which were issued in consideration of the Company's redemption of 29,360,500 shares of the Company's Common Stock. Since the Notes were not repaid within 150 days of July 20, 2009, the noteholder(s) received 1,000,000 additional shares of Mikojo Incorporated Common Stock, and (b) a Note in the face amount of $1,250,000 payable to Computing Services Support Solutions, Inc. ("C3S") pursuant to the terms of an agreement dated as of September 22, 2008 by and between LOBIS, Inc. and C3S. Payments under the note are conditioned on the Company completing a financing.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
COMMITMENTS AND CONTINGENCIES
1) Effective September 22, 2008, LOBIS entered into a Consulting Services Agreement with Accelerated Venture Partners LLC, a company controlled by Timothy J. Neher. The agreement requires AVP to provide LOBIS with certain financial advisory services in consideration of cash compensation at a rate of $65,000 per month. The payment of such compensation is subject to the company's achievement of certain designated milestones detailed in the agreement and a company option to make a lump sum payment to AVP in lieu of all amounts payable thereunder. This agreement has been assumed by the Company.
2) Effective February 12, 2009, Mikojo (Aust) entered into a Consulting Services Agreement with Accelerated Venture Partners LLC, a company controlled by Timothy J. Neher. The agreement requires AVP to provide Mikojo (Aust) with certain financial advisory services in consideration of (a) an option granted by the company to AVP to purchase up to ten percent of the company at a price of $0.0001 per share subject to a repurchase option granted to the company to repurchase the shares in the event the company fails to complete funding as detailed in the agreement and (b) cash compensation at a rate of $150,000 per month (not to exceed $3,000,000 in the aggregate). The payment of such compensation is subject to the company's achievement of certain designated milestones detailed in the agreement and a company option to make a lump sum payment to AVP in lieu of all amounts payable thereunder. This agreement has been assumed by the Company.
3) On October 6, 2008, LOBIS entered into an employment agreement with Dr. K. Narayanaswamy to act as the company's Chief Technology Officer for an "at will" term at a base salary of $250,000 per year, commencing the completion of the company's first financing. LOBIS also agreed that senior management of the company would recommend to the company's board of directors that the company options to Dr. Narayanaswamy to purchase up to 1,000,000 shares of the company's common stock pursuant to the terms detailed in the employment agreement. LOBIS' obligations under this employment agreement have been assumed by the Company.
4) On October 6, 2008, LOBIS entered into an employment agreement with Dr. Donald Cohen to act as the company's Chief Scientist for an "at will" term at a base salary of $250,000 per year, commencing the completion of the company's first financing. LOBIS also agreed that senior management of the company would recommend to the company's board of directors that the company options to Dr. Cohen to purchase up to 1,000,000 shares of the company's common stock pursuant to the terms detailed in the employment agreement. LOBIS' obligations under this employment agreement have been assumed by the Company.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
COMMITMENTS AND CONTINGENCIES (CON’T)
5) On January 22, 2010, the Company entered into a credit enhancement agreement (the "Facility") with Atlas Investment Corporation, pursuant to which Atlas will issue Letters of Credit (LCs) to support Mikojo advertising expenses aggregating approximately $23 million over a 14-month period. Under the terms of the Facility, Atlas will provide LCs issued by acceptable banking institutions to serve as collateral for the Company's agreements with its advertising partners. It is anticipated that LCs will be issued, released and re-issued on a revolving basis and that the maximum amount of LCs outstanding at any point in time will be $5,000,000. The Facility has an initial term of 14 months, with an option to renew or rollover (at the sole discretion of Atlas) for an additional 12-month period. The initial 14-month time frame permits the Company to utilize a 2-month time period to ramp up its advertising business, followed by 12 months of advertising operations. Atlas has agreed to provide an initial LC in the amount of $1,000,000 the first month of the Facility; two additional LCs aggregating an additional $2,000,000 the second month and additional LCs totaling $2,000,000 the third month, to bring the aggregate total to the agreed $5,000,000. It is anticipated that the aggregate amount of LCs to be provided over the initial term of the Facility is approximately $23 million.
In consideration of Atlas providing the Facility, the Company shall issue senior debentures to Atlas over the initial term of the Facility aggregating $4,600,000 (subject to adjustment in the event the full amount of the Facility is not utilized), which will have staggered maturity dates commencing 3 months following the issuance of the initial LC. Unless the facility is prematurely terminated, the $4,600,000 is the estimated minimum amount of debentures the company expects to issue to Atlas. In addition to the Facility, Atlas will have the first right of refusal to arrange for factoring of the Company's receivables that are generated by utilizing the LC collateral provided by Atlas.
6) On January 13, 2010, the Company entered into a Consulting Agreement with Accelerated Venture Partners LLC ("AVP") pursuant to which AVP will work with the Company to facilitate and support the development of advertising placements and assist in the arrangement of credit enhancement and working capital financing to support the Company's placement of internet advertising. The agreement is for a term commencing the date of the Agreement and terminating concurrently with the termination of all internet advertising revenue to the Company. In consideration of Accelerated's services, the Company agreed to pay a consulting fee equal to four percent (4%) of the gross revenues generated from the Company's advertising placements on the internet, regardless of the source of such revenues, payable immediately upon receipt by the Company of all payments on account of such internet advertising.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
COMMITMENTS AND CONTINGENCIES (CON’T)
7) On January 13, 2010, the Company entered into a Consulting Agreement with Robert Gray, vSource1, Inc. and Scarborough Capital pursuant to which the consultants will work with the Company to support the development of financing for advertising placements for paying sponsors on the internet and to introduce the Company to third parties who could potentially participate with the Company in internet advertising activities. The agreement is for a term commencing the date of the Agreement and terminating upon the termination of all financing contracts supporting the Company's internet advertising activities. In consideration of the consultant's services, the Company agreed to pay a consulting fee equal to three percent (3%) of the amount of financing made available to the Company on a monthly basis which is used to facilitate the Company's advertising placement for paying sponsors on the internet.
8) On January 13, 2010, the Company entered into a Consulting Agreement with Adam Nettlefold pursuant to which he will (a) assist the Company in developing an advanced search infrastructure appropriate for its business; (b) advise and assist the Company with respect to its advertising, ad placement and business plan; (c) advise and assist the Company with respect to its sales and marketing strategy and plans and (d) provide such other general consulting services relating to the foregoing as the Company's Chief Executive Officer or board of directors may request. The agreement commences upon execution and is terminable upon written notice by either party. In consideration of the consultant's services, the Company agreed to issue a non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase 1,200,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company shall have a re-purchase option with respect to the shares which are the subject of the option which shall lapse with respect to 6.25% of the total number of shares which are the subject of the option three (3) months after the effective date of the agreement, and the re-purchase option shall further lapse ratably with respect to the remaining shares on a monthly basis thereafter over a 45-month period. At such time as the Company is funded with an agreed level of outside financing, and upon the mutual agreement of the Company and the consultant, the agreement will terminate and the Company shall hire the consultant as its Vice President of Internet Advertising at an annual base salary of $220,000, together with an incentive compensation agreed by the Company's board of directors (including provision for a severance payment upon a termination without cause).
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
COMMITMENTS AND CONTINGENCIES (CON’T)
9) On January 24, 2010, the Company entered into a Consulting Agreement with Frank Cuda pursuant to which he will (a) assist the Company in developing business relationships, search scenarios and key word identification strategies appropriate for its business; (b) advise and assist the Company with respect to its advertising, ad placement and business plan; (c) advise and assist the Company with respect to its sales and internet ad building and (d) provide such other general consulting services relating to the foregoing as the Company's Chief Executive Officer or board of directors may request. The agreement commences upon execution and is terminable upon written notice by either party. In consideration of the consultant's services, the Company agreed to issue a non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase 100,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company shall have a re-purchase option with respect to the shares which are the subject of the option which shall lapse with respect to 6.25% of the total number of shares which are the subject of the option three (3) months after the effective date of the agreement, and the re-purchase option shall further lapse ratably with respect to the remaining shares on a monthly basis thereafter over a 45-month period. At such time as the Company is funded with an agreed level of outside financing, and upon the mutual agreement of the Company and the consultant, the agreement will terminate and the Company shall hire the consultant as its Internet Advertising Manager at an annual base salary of $90,000, together with an incentive compensation agreed by the Company's board of directors.
10) On January 23, 2010, the Company entered into a Consulting Agreement with Ian Evans pursuant to which he will (a) assist the Company in developing business relationships, search scenarios and key word identification strategies appropriate for its business; (b) advise and assist the Company with respect to its advertising, ad placement, business plan and IT infrastructure; (c) advise and assist the Company with respect to its advertising, sales and marketing strategy and plans and (d) provide such other general consulting services relating to the foregoing as the Company's Chief Executive Officer or board of directors may request. The agreement commences upon execution and is terminable upon written notice by either party. In consideration of the consultant's services, the Company agreed to issue a non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase 200,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company shall have a re-purchase option with respect to the shares which are the subject of the option which shall lapse with respect to 6.25% of the total number of shares which are the subject of the option three (3) months after the effective date of the agreement, and the re-purchase option shall further lapse ratably with respect to the remaining shares on a monthly basis thereafter over a 45-month period. At such time as the Company is funded with an agreed level of outside financing, and upon the mutual agreement of the Company and the consultant, the agreement will terminate and the Company shall hire the consultant as its Sr. Manager of Business Development at an annual base salary of $130,000, together with an incentive compensation agreed by the Company's board of directors (including provision for a severance payment upon a termination without cause).
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
COMMITMENTS AND CONTINGENCIES (CON’T)
11) On January 23, 2010, the Company entered into a Consulting Agreement with James E. Cates pursuant to which he will (a) serve as acting CEO assisting the Company in developing an advanced search infrastructure appropriate for its business; (b) advise and assist the Company with respect to its general operations and advertising, ad placement and its business plan; (c) advise and assist the Company with respect to its advertising, sales and marketing strategy and plans and (d) provide such other general consulting services relating to the foregoing as the Company's Chief Executive Officer or board of directors may request. The agreement commences upon execution and is terminable upon written notice by either party. In consideration of the consultant's services, the Company agreed to issue a non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company shall have a re-purchase option with respect to the shares which are the subject of the option which shall lapse with 1/36 of the shares which are the subject of the option over a 36 month period from the date of the agreement. Further, the repurchase right shall lapse with respect to 50% of such shares upon the consultant executing an employment agreement with the Company, with the remaining 50% of such shares being incorporated into the employment agreement. At such time as the Company is funded with an agreed level of outside financing, and upon the mutual agreement of the Company and the consultant, the agreement will terminate and the Company shall hire the consultant as its Chief Executive Officer at an annual base salary of $300,000, together with an incentive compensation agreed by the Company's board of directors. Mr. Cates tenedered his resignation as President of the Company in July 2010.
12) On January 23, 2010, the Company entered into a Consulting Agreement with Accelerated Venture Partners LLC to which it will (a) assist the Company in developing its infrastructure, controls and procedures appropriate for its business; (b) advise and assist the Company with respect to its advertising, ad placement, business planning, human resources and investor relations; (c) advise and assist the Company with respect to its advertising, sales and marketing strategy, contracts and SEC reporting requirements and (d) provide such other general consulting services relating to the foregoing as the Company's Chief Executive Officer or board of directors may request. The agreement commences upon execution and is terminable upon written notice by either party. In consideration of the consultant's services, the Company agreed to issue a non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase 1,500,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company shall have a re-purchase option with respect to the shares which are the subject of the option which shall lapse with respect to 6.25% of the total number of shares which are the subject of the option three (3) months after the effective date of the agreement, and the re-purchase option shall further lapse ratably with respect to the remaining shares on a monthly basis thereafter over a 33-month period. At such time as the Company is funded with an agreed level of outside financing, the Company will pay the consultant a monthly fee of $25,000 together with an agreed incentive plan.
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
STOCK OPTION PLAN/STOCK-BASED COMPENSATION
The Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that includes both incentive stock options and nonqualified stock options to be granted to employees, officers, and consultants, independent contractors, directors and affiliates of the Company. The board of directors establishes the terms and conditions of all stock options grants, subject to the Plan and applicable provisions of the Internal Revenue Code. Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date. The options expire on the date determined by the board of directors.
The following table details grants to date under the 2009 Plan together with the value attributed to each grant based on the Black-Scholes valuation model, assuming a stock price of $1.00, an exercise price of $0.01 per share, a five-year maturity, an annual risk-free rate of 3% and annualized volatility of 300%. The Company amortizes such valuation on a monthly basis over the term of each such option.
Mikojo Incorporated
Stock Options (2009 Stock Plan)
MIKOJO INCORPORATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30,
(AUDITED)
STOCK OPTION PLAN/STOCK-BASED COMPENSATION (CON’T)
Accordingly, for the year ended June 30, 2010, the Company recognized aggregate share-based compensation amounts of $400,000.
STOCKHOLDERS' DEFICIT
The stockholders' deficit section of the Company contains the following classes of capital stock as of June 30, 2010:
Common stock, $0.0001 par value: 100,000,000 shares authorized; 28,061,200 shares issued and outstanding.
All amounts shown in the financial statements have been adjusted retroactively to show the impact of a the merger between LG Holding Corporation and Mikojo Incorporated which took place on July 20, 2009 and the subsequent merger of LG Holding Corporation into Mikojo Incorporated which took place on September 11, 2009.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the Company’s disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2010.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the fiscal year ended June 30, 2010 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III.
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors, Executive Officers and Significant Employees
Set forth below are the names of our directors, officers and significant employees, their ages, all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.
Our senior management is composed of experienced individuals with significant management experience. As of September 30, 2009, our executive officers, and directors were:
Name
Age
Position
Timothy Neher
Chief Executive Officer,Chief Financial Officer, Pesident, Secretary, Treasurer, Director
The biographies of each of our executive officers and directors are as follows:
Timothy J.Neher
Timothy J. Neher has been Chief Financial Officer, Treasurer and a Director of Mikojo, Inc. since 2009 and President and Secretary since 2010. Mr. Neher is the founding partner of Accelerated Venture Partners, a venture capital firm based in Foster City, California, and has over 10 years of experience an a merchant banker in connection with the provision of debt and equity financing, mergers and public offering transactions.
Prior to founding Accelerated Venture Partners, Internet Card Present Industries, Pinpointed Solutions and Ipaypod, Timothy was Chairman and CEO of Wherify Wireless, a private to public company from 1999 to 2007. Other past experience includes roles as VP of Marketing & Sales for CTH Consumer Plastics and VP of Operations for Windy City Product Development.
The Board of Directors currently does not have any committees. Following the completion of the Merger and the Financing, we intend to establish audit and compensation committees and such other committees as determined advisable by our Board.
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, except as set forth herein, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. Except as described below, none of the directors, director designees or executive officers to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
Code of Ethics
Our board of directors has adopted a code of ethics that our principal financial officer, principal accounting officer or controller and any person who may perform similar functions are subject to. Currently Timothy Neher is our only officer and director, therefore, he is the only person subject to the Code of Ethics. If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, our board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act required our executive officers and directors, and person who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, we believe that during the year ended June 30, 2010.
Board Composition and Committees
Our Board of Directors is composed of one member who is elected his successor is duly elected and qualified.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors currently handle the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
As of June 30, 2010, the Company has paid no compensation to any executive of the Company.
Outstanding Equity Awards at Fiscal Year End
The Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that includes both incentive stock options and nonqualified stock options to be granted to employees, officers, and consultants, independent contractors, directors and affiliates of the Company. The board of directors establishes the terms and conditions of all stock options grants, subject to the Plan and applicable provisions of the Internal Revenue Code. Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date. The options expire on the date determined by the board of directors.
The following table details grants to date under the 2009 Plan together with the value attributed to each grant based on the Black-Scholes valuation model, assuming a stock price of $1.00, an exercise price of $0.01 per share, a five-year maturity, an annual risk-free rate of 3% and annualized volatility of 300%. The Company amortizes such valuation on a monthly basis over the term of each such option.
Mikojo Incorporated
Stock Options (2009 Stock Plan)
Accordingly, for the year ended June 30, 2010, the Company recognized aggregate share-based compensation amounts of $400,000.
Additional Narrative Disclosures
None.
Director Compensation
We have no standard arrangements in place to compensate our directors for their service as directors or as members of any committee of directors. In the future, if we retain non-employee directors, we may decide to compensate them for their service to us as directors and members of committees.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to beneficial ownership of our common stock, as of September 30, 2010 by:
•
each beneficial owner of 5% or more of the currently outstanding shares of our common stock;
•
each of our directors;
•
each of our executive officers; and
•
all of our directors and executive officers as a group.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of June 30, 2010 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.
Each stockholder’s percentage ownership is based on 28,061,200 shares of our common stock outstanding as of September 30, 2009.
(1)
Timothy Neher is the principal of Accelerated Venture Partners LLC
Changes in Control
We do not currently have any arrangements which if consummated may result in a change of control of our Company.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Transactions with Related Persons
None.
Director Independence
The Board of Directors is currently composed of one member. None of our directors are “independent” directors, as that term is defined under the Nasdaq listing standards.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed for each of the fiscal year ended June 30, 2010 and 2009 for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of the financial statements included in the registrant’s Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $7,500 and $7,500, respectively.
Audit Related Fees
The aggregate fees billed in the fiscal year ended June 30, 2010 and 2098 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under the paragraph captioned “Audit Fees” above are $0 and $0, respectively.
Tax Fees
The aggregate fees billed in the fiscal years ended June 30, 2010 and 2009 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $0 and $0, respectively.
All Other Fees
The aggregate fees billed in the fiscal years ended June 30, 2010 and 2009 for products and services provided by the principal accountant, other than the services reported above under other captions of this Item 14 are $0 and $0, respectively.
Pre-Approval Policies and Procedures
Our board of directors adopted resolutions in accordance with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all auditing services and all audit related, tax or other services not prohibited under Section 10A(g) of the Securities Exchange Act of 1934, as amended to be performed for us by our independent auditors, subject to the de minimus exception described in Section 10A(i)(1)(B) of the Exchange Act. These resolutions authorized our independent auditor to perform audit services required in connection with the annual audit relating to the fiscal year ended June 30, 2010 and the quarterly reviews for the subsequent fiscal quarters of 2011 through the review for the quarter ended March 31, 2011 at which time additional pre-approvals for any additional services to be performed by our auditor would be sought from the Board. Our board of directors also appointed and authorized Elie Saltoun to grant pre-approvals of other audit, audit-related, tax and other services requiring board approval to be performed for us by our independent auditor, provided that the designee, following any such pre-approvals, thereafter reports the pre-approvals of such services at the next following regular meeting of the Board.
The percentage of audit-related, tax and other services that were approved by the board of directors is 100%.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this 10-K:
1. FINANCIAL STATEMENTS
The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
·
Report of Paritz & Co., P.A., Independent Registered Certified Public Accounting Firm
·
Balance Sheets as of June 30, 2010 and 2009 (audited)
·
Statements of Operations for the years ended June 30, 2010 and 2009 (audited)
·
Statements of Stockholders’ Deficit through June 30, 2010 (audited)
·
Statements of Cash Flows for the years ended June 30, 2010 and 2009 (audited)
·
Notes to Financial Statements (audited)
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
3. EXHIBITS
The exhibits listed below are filed as part of or incorporated by reference in this report.
Exhibit
Number
Description
23.1.
Consent of Paritz & Co., P.A. regarding audited financial statements as of and for the period ending December 31, 2010
31.1.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2.
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized individual.
Date: November 22, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
By
/s/ Timothy Neher
Timothy Neher
Sole Director
Date
November 22, 2010