10QSB 1 form10qsb.htm FORM 10QSB EXOUSIA ADVANCED MATERIALS, INC. form10qsb.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from __________ to ___________

Commission File Number 333-87696

EXOUSIA ADVANCED MATERIALS, INC.
Formerly Cyber Law Reporter, Inc.
(Name of small business issuer in its charter)

Texas
 
76-0636625
(State or Other Jurisdiction of incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
1200 Soldier’s Field Drive, Suite 200
Sugar Land, Texas 77479
 
(832) 236-0090
(Address of Principal Executive Offices)
 
(Issuer's Telephone Number, Including Area Code)



Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 30,334,182 shares of common stock, par value $0.001 as of  November 01, 2007
 
Transitional Small Business Disclosure Format (check one): YES [  ] NO [X]
 
 

EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
REPORT ON FORM 10-QSB
For the Quarterly Period Ended September 30, 2007

CONTENTS

PART I—FINANCIAL INFORMATION
3
 
 
Item 1. Unaudited Financial Statements
3
 
 
Item 2. Management’s Discussion and Analysis or Plan of Operation
12
 
 
Item 3. Controls and Procedures
13
 
 
PART II—OTHER INFORMATION
13
 
 
Item 1. Legal Proceedings
13
 
 
Item 2. Changes in Securities
13
 
 
Item 3. Defaults Upon Senior Securities
14
 
 
Item 4. Submission of Matters to a Vote of Security Holders
14
 
 
Item 5. Other Information
14
 
 
Item 6. Exhibits and Reports on Form 8K
14
 
 

 


 
PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements

EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(Formerly Cyber Law Reporter, Inc.)
BALANCE SHEETS AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
(unaudited)

 
September 30, 2007
 
December 31, 2006
ASSETS
     
Cash and cash equivalents
$          4,289
 
$          41,535
Investments – Available for sale (pledged)
200,000
 
-
Due from acquisition targets:
     
    - related
26,438
 
14,020
    - unrelated
-
 
15,123
Prepaid expenses
50,917
 
-
TOTAL CURRENT ASSETS
281,644
 
70,678
       
       
Debt issuance costs net of amortization of $77,661 and $15,912 at September 30, 2007 and December 31, 2006, respectively
8,020
 
66,269
Patent, net of amortization of $3,070 and $1,096 as of September 30, 2007 and December 31, 2006, respectively
46,930
 
48,904
 Equipment, net of depreciation of $949 at September 30, 2007
7,028
   
Other intangibles
1,000,000
 
-
       
TOTAL ASSETS
$     1,343,622
 
$           185,851

The accompanying notes are an integral part of these financial statements.


3



EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(Formerly Cyber Law Reporter, Inc.)
BALANCE SHEETS (Continued) AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
(unaudited)

 
September 30, 2007
 
December 31, 2006
LIABILITIES AND SHAREHOLDERS' DEFICIT
     
CURRENT LIABILITIES
     
Accounts payable and accrued liabilities
$1,568,026
 
$           62,910
Unearned revenues
-
 
4,093
Line of Credit
200,000
   
Notes and accrued interest payable to related parties
23,339
 
502,323
Debenture principal and interest payable
259,174
 
185,496
TOTAL CURRENT LIABILITIES
2,050,539
 
754,822
       
SHAREHOLDERS' DEFICIT
     
Preferred stock, $0.001 par value, 10 million shares authorized, none issued or outstanding
-
 
-
Common stock $0.001 par value, 50 million shares authorized; 30,334,182 and 28,433,245 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively
30,334
 
28,433
Additional paid-in capital
1,204,559
 
-
Deficit accumulated during the development stage
(1,941,810)
 
(597,404)
Total shareholders' deficit
(706,917)
 
(568,971)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
$1,343,622
 
$     185,851


The accompanying notes are an integral part of these financial statements.

4



EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(Formerly Cyber Law Reporter, Inc.)
STATEMENTS OF OPERATIONS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
AND THE PERIOD FROM INCEPTION (MAY 2, 2005) TO SEPTEMBER 30, 2007
(unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
May 2, 2005 to September 30, 2007
 
2007
 
2006
 
2007
 
2006
 
REVENUES:
                 
Sales
$              -
 
$       -
 
$ 62,424
 
$          -
 
$ 62,424
Cost of sales
-
 
-
 
54,325
 
-
 
54,325
GROSS MARGIN
-
 
-
 
8,099
 
-
 
8,099
EXPENSES:
                 
Compensation - officers and directors
165,000
 
24,765
 
502,500
 
49,565
 
606,980
General and administrative expenses
58,764
 
14,099
 
469,353
 
56,451
 
588,338
Professional fees
25,446
 
6,250
 
100,899
 
9,030
 
142,879
Research and development expenses
1,602
 
8,791
 
8,015
 
49,079
 
78,540
Depreciation and amortization
49,948
 
5,142
 
129,422
 
5,142
 
130,517
TOTAL OPERATING EXPENSES
300,760
 
59,047
 
1,210,189
 
169,267
 
1,547,254
OPERATING LOSS
(300,760)
 
(59,047)
 
(1,202,090)
 
(169,267)
 
(1,539,155)
                   
OTHER INCOME (EXPENSE):
                 
Impairment in value of patent
-
 
-
         
(180,000)
Interest expense
(1,702)
 
(1,663)
 
(4,080)
 
(2,316)
 
(4,080)
Interest expense to related parties
(5,222)
 
-
 
(20,854)
     
(24,759)
Other expense
(123,416)
 
-
 
(123,416)
 
-
 
(123,416)
Interest income
2,408
 
1,082
 
4,191
 
1,084
 
4,774
Other income
-
 
-
 
1,843
 
-
 
2,830
Total Other Income (Expense)
(127,932)
 
(581)
 
(142,316)
 
(1,232)
 
(324,651)
                   
NET LOSS
$ (428,692)
 
$ (59,628)
 
$ (1,344,406)
 
$ (170,499)
 
$ (1,863,806)
                   
Basic and diluted net loss per share
$(0.01)
 
$ (0.00)
 
$ (0.05)
 
$ (0.02)
 
$ (0.12)
Weighted average number of shares outstanding
30,285,269
 
24,838,375
 
29,687,662
 
9,156,582
 
14,930,468

The accompanying notes are an integral part of these financial statements.

5



EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(Formerly Cyber Law Reporter, Inc.)
STATEMENT OF SHAREHOLDERS’ DEFICIT FROM INCEPTION TO SEPTEMBER 30, 2007
(unaudited)
 
Date
No. of Shares
 
Capital Stock
 
Additional Paid In Capital
 
Deficit Accumulated During the Development Stage
 
Total
Inception
05/02/05
-
 
$           -
 
$             -
 
$                 -
 
$                -
Share issued at inception for services
05/02/05
1,000,000
 
1,000
 
-
 
-
 
1,000
                     
Shares issued for cash
08/19/05
50,000
 
50
 
24,950
 
-
 
25,000
Net loss through December 31, 2005
             
(51,866)
 
(51,866)
Balance, December 31, 2005
 
1,050,000
 
1,050
 
24,950
 
(51,866)
 
(25,866)
                     
Shares issued for services
06/30/06
23,399,245
 
23,399
 
19,500
 
-
 
42,899
                     
Shares issued for patents
07/28/06
200,000
 
200
 
229,800
 
-
 
230,000
                     
Shares issued for cash
01/12/06
50,000
 
50
 
24,950
 
-
 
25,000
 
01/18/06
50,000
 
50
 
24,950
 
-
 
25,000
 
02/06/06
50,000
 
50
 
24,950
 
-
 
25,000
 
02/22/06
50,000
 
50
 
24,950
 
-
 
25,000
 
04/27/06
50,000
 
50
 
24,950
 
-
 
25,000
                     
Shares issued in reverse merger with Cyber Law Reporter, Inc.
12/31/06
3,534,000
 
3,534
 
(399,000)
 
(78,004)
 
(473,470)
                     
Net Loss
             
(467,534)
 
(467,534)
Balance, December 31, 2006
 
28,433,245
 
28,433
 
-
 
(597,404)
 
(568,971)
                     
Shares issued for prepaid services
01/31/07
148,000
 
148
 
110,852
 
-
 
111,000
Shares issued for debt issuance costs
02/06/07
75,000
 
75
 
13,800
 
-
 
13,875
Shares issued for debt issuance costs
03/02/07
25,000
 
25
 
4,600
 
-
 
4,625
Conversion of note payable
03/19/07
486,160
 
486
 
485,674
 
-
 
486,160
Shares issued for services
04/01/07
25,000
 
25
 
24,475
 
-
 
24,500
Shares issued for services
04/11/07
239,000
 
239
 
226,811
 
-
 
227,050
Shares issued for services
06/05/07
25,000
 
25
 
24,225
 
-
 
24,250
Shares issued for cash
04/11/07
800,000
 
800
 
279,200
 
-
 
280,000
Shares issued for cash
08/24/07
22,222
 
22
 
9,978
 
-
 
10,000
Shares issued for cash
08/28/07
55,555
 
56
 
24,944
 
-
 
25,000
Net loss
             
(1,344,406)
 
(1,344,406)
Balance, September  30, 2007
 
30,334,182
 
$  30,334
 
$1,204,559
 
$ (1,941,810)
 
$   (706,917)

The accompanying notes are an integral part of these financial statements.

6



EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(Formerly Cyber Law Reporter, Inc.)
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
AND THE PERIOD FROM INCEPTION (MAY 2, 2005) TO SEPTEMBER 30, 2007
 (unaudited)

   
Nine Months Ended
September 30,
 
May 2, 2005 to September 30, 2007
   
2007
 
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES
       
Net loss
 
$(1,344,406)
 
$(170,499)
 
$(1,863,806)
Adjustments to reconcile net loss  to net cash used by operating activities:
       
Capital stock issued for services
 
275,800
 
-
 
319,699
Depreciation and amortization
 
129,422
 
5,142
 
130,518
Interest payable to related parties
 
20,854
 
-
 
5,854
Loans to acquisitions write off
 
15,123
 
-
 
15,123
Deferred financing costs write off
 
15,000
 
-
 
15,000
Impairment of patent
 
-
 
-
 
180,000
Change in operating assets and liabilities:
           
---Prepaid expenses
 
(4,667)
 
5,070
 
(4,667)
---Unearned revenues
 
(4,093)
 
-
 
-
---Accounts payable and accrued liabilities
 
505,116
 
11,630
 
549,106
Net cash used by operating activities
 
(391,851)
 
(148,657)
 
(653,173)
CASH FLOWS FROM INVESTING ACTIVITIES
       
Net cash used for assets purchase
 
(7,977)
 
-
 
(7,977)
Investment purchases
 
(200,000)
 
-
 
(200,000)
Net loans made to acquisition targets
 
(12,418)
 
(30,321)
 
(41,561)
Net cash used in investing activities
 
(220,395)
 
(30,321)
 
(249,538)
CASH FLOWS FROM FINANCING ACTIVITIES
       
Common stock issued for cash
 
315,000
 
125,000
 
465,000
Proceeds from debenture offering
 
60,000
 
92,000
 
242,000
Notes payable- business line of credit
 
200,000
 
-
 
200,000
Shareholder loans
 
-
 
(31,250)
 
-
Net cash provided by financing activities
 
575,000
 
185,750
 
907,000
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(37,246)
 
6,772
 
4,289
Cash and cash equivalents, beginning of period
 
41,535
 
1,214
 
-
Cash and cash equivalents, end of period
 
$       4,289
 
$         7,986
 
$          4,289
 
The accompanying notes are an integral part of these financial statements.

7



EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


 NOTE 1 – BASIS OF PRESENTATION

Presentation of Interim Information
The accompanying consolidated financial statements of Exousia Advanced Materials, Inc. and Consolidated Subsidiaries (“Exousia” or the “Company”) have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been omitted or condensed pursuant to such rules and regulations.  These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-KSB for the year ended December 31, 2006.  In management’s opinion, these interim consolidated financial statements reflect all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation of the consolidated financial position and results of operations for each of the periods presented.  The accompanying unaudited interim financial statements as of and for the nine months ended September 30, 2007 are not necessarily indicative of the results which can be expected for the entire year.

Investments
Our investments consist of a CD pledged to securitize a line of credit from a local bank. This CD is recorded at its fair market value as it is classified as held for sale.

NOTE 2 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has deficit working capital, has only begun revenue-generating activities, had no manufacturing or distribution systems in place and has incurred net losses of $1,941,810 from its inception on May 2, 2005 through September 30, 2007.  Although the Company has engaged in fund raising efforts, there is no guarantee that either the fund raising efforts or cash flows from operations, if any, will generate sufficient working capital for the Company to remain as a going concern.

NOTE 3 - COMMON STOCK TRANSACTIONS

As of September 30, 2007, the Company had 30,334,182 common shares issued and outstanding of which 20,399,245 or 67% are owned directly or indirectly by officers and directors of the Company.

We had the following common stock transaction during the nine month period ended September 30, 2007:

·  
148,000 restricted common shares to a consulting firm pursuant to a contract to provide investor relations management services. The value of the shares rendered was explicitly stated in the contract at $0.75 per share resulting in a prepaid expense of $111,000. (See Note 8 for further discussion)
·  
100,000 shares issued for cash of $18,500 to accredited investors as part of a private placement.
·  
486,160 shares issued for conversion of a note. (See Note 7 for further discussion)
·  
289,000 shares issued for services valued at $275,800 based upon the closing price of the Company’s common stock.
·  
800,000 shares issued for cash of $280,000 to accredited investors as part of a private placement.
·  
250,000 shares were issued and later requested to be returned as a result of the private activity bond not being funded as discussed in Note 9. These shares are not reflected as outstanding in the Company’s financial statements.
·  
22,222 shares issued for cash of $10,000 to accredited investors as part of a private placement.
·  
55,555 shares issued for cash of $25,000 to accredited investors as part of a private placement.
 
NOTE 4 – DEBENTURES PAYABLE

During 2006 and the nine months ended September 30, 2007, the Company entered into convertible notes with a small group of accredited investors in the total amount of $242,000. The Notes have a term of twelve months and bear simple interest at a rate of 8% per annum.  Investors received a stock kicker of two shares of common stock for each $1.00 of investment made in the convertibles notes resulting in the issuance of 364,000 shares of common stock to these investors for the year ended December 31, 2006 and an additional 100,000 shares during the six months ended September 30, 2007.  These shares were valued at $85,681 and are included in “Debt Issuance Costs”.  As of September 30, 2007, $17,175 of interest has been accrued.

The convertible notes bear a conversion right allowing the investors to convert the face amount of the notes and any accrued interest into common stock at the valuation of the last equity round raised by the Company prior to the date of conversion.

NOTE 5 - PAYABLE LINE OF CREDIT

The Company entered into a line of credit agreement for $200,000 with a local bank securitized by a CD in the same amount. The note bears interest at 8.25% and is due on demand.

NOTE 6 – OTHER LONG-TERM DEBT

In 2006, prior to the completion of the reverse merger with Exousia Corp., we entered into a consulting agreement with Goldbridge Consulting, LLC, a related enterprise, with payment being made for services rendered to Exousia Corp. prior to the date of the acquisition in the form of a convertible note in the amount of $480,000.  The note contained provision for an automatic conversion to unregistered common stock at a conversion price of $1.00 per share on the date on which the common stock of the Company has traded at $1.00 per share or more for twenty consecutive trading days.

On March 18, 2007, the requirements for the forced conversion were met and the note principal of $480,000 and accrued interest of $6,160 were converted into 486,160 shares of unregistered common stock.

NOTE 7 – PREPAID EXPENSES, PATENTS AND INTANGIBLE ASSETS

During the three months ended March 31, 2007, we issued 148,000 restricted common shares to a consulting firm pursuant to a contract to provide investor relations management services.  The contract is for one year and commenced on March 1, 2007.  This contract provides for a payment of $10,000 per month until the shares are registered in an SB-2 filing. The value of the shares rendered was explicitly stated in the contract at $0.75 per share.  We therefore recorded a prepaid expense in the amount of $111,000.  Of this amount, we have amortized seven months, or $64,750 to general and administrative expenses for the nine months ended September 30, 2007.

On March 28, 2007, we entered into an agreement with In-Pipe Technologies, LLC. (“In-Pipe”) to develop and market In-Pipe’s proprietary technology relating to the dosing of microbes into wastewater tanks used in recreational vehicles, private aircraft, private wastewater and trains.  The contract requires us to pay In-Pipe a total of $1 million in five installments culminating with the final payment in June, 2008.  The first payment of $200,000 was due and payable on the first day after we were to receive funds from the issuance and sales of industrial revenue bonds previously approved for us by the City of Elkhart, Indiana.   Subsequent payments are $100,000 due October 31, 2007; $100,000 due January 10, 2008; $300,000 due March 30, 2008 and $300,000 due June 30, 2008. The initial term of our agreement with In-Pipe terminates on December 31, 2009 and is renewable each year thereafter by agreeing to share in the gross profits of the product sales.  This intangible asset will be amortized over the initial period of the agreement.

The Company is currently in discussions with In-Pipe concerning the payment terms and any changes due to the Company’s decision not to go forward with the closing of the industrial revenue bond.

In 2006, we paid 100,000 shares of our restricted common stock to obtain the rights to a patent relating to certain photoluminescent signage technologies.  Our carrying amount of this patent is $50,000 of which, as of September 30, 2007, we have amortized $3,070 which is included in “depreciation and amortization expense.”

NOTE 8 – ACQUSITION TARGETS & NOTES RECEIVABLE

The Company has lent money to various acquisition targets in the form of notes receivable due between July 1, 2007 and September 30, 2007. These notes bear interest at rates between 6% -8.5%. The Company plans to fund these planned acquisitions through either private activity development bonds or other equity investments.

On July 17, 2007, the Company decided not to proceed with the closing of the manufacturer’s private activity development bond for $6.5 million approved by the City of Elkhart, Indiana on April 16, 2007 as a result of a due diligence finding that a closing assumption essential to the consummation of the asset purchase of Product Spectrum Group, Inc. could not be realized. In addition the Company has determined that it could more effectively accomplish its business plan without the accompanying debt burden of the bond.   The Company has authorized NW Capital Markets, Inc. of Jersey City, New Jersey to seek alternative funds in the amount of $1.5 million through a corporate debt placement.

NOTE 9 – SUBSEQUENT EVENT

On October 26, 2007, the Company issued 2,272,856 shares of common stock in a private placement and received $795,500 in cash.

Item 2 – Management’s Discussion and Analysis or Plan of Operation

The following discussion should be read along with our financial statements as of September 30, 2007, which are included in another section of this document and with our form 10-KSB as of December 31, 2006 which contains a more detailed discussion of our plan.  This discussion contains forward-looking statements about our expectations for our business and financial needs.  These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations.  The cautionary statements made in our Report on Form 10-KSB should be read as applying to all forward-looking statements in any part of this report.

In 2006, the Company entered into a letter of intent with NW Financial of Jersey City, New Jersey, who agreed to act as the underwriter and selling agent for a tax free Manufacturer’s Private Activity Bond in the face amount of $6,500,000 (the “Bond”).   On July 17, 2007, the Company decided not to proceed with the closing of the Bond as a result of a due diligence finding that a closing assumption essential to the consummation of the asset purchase of Product Spectrum Group, Inc. could not be realized. In addition , the Company has determined that it could more effectively accomplish its business plan without the accompanying debt burden of the Bond.; The Company has authorized NW Capital Markets, Inc. of Jersey City, New Jersey to seek alternative funds in the amount of $1.5 million through a corporate debt placement.

Liquidity and Capital Resources
As of September 30, 2007, we had total assets of $1,343,622 and $2,050,539 in current liabilities.  As of December 31, 2006, we had total assets of $185,851 and $754,822 in current liabilities. Our revenues for the nine months ended September 30, 2007 and 2006 were $62,424 and zero, respectively.  We sustained losses of $1,344,406 and $170,499 for the nine months ended September 30, 2007 and 2006, respectively.   Cash consumed in operating activities was $391,851 and $148,657 for the nine months ended September 30 2007 and 2006, respectively. As of September 30, 2007, our estimated monthly operating costs are approximately $130,000.  If we are able to ramp up our business in 2007, we expect our operating expenses to increase to approximately $1.2 million for the year.
 
Exousia Advanced Materials, Inc. (formerly Cyber Law Reporter, Inc.) had proceeds of $182,000 through December 31, 2006 and an additional $60,000 for the nine months ended September 30, 2007 from the sale of convertible notes to accredited investors.  These Notes are for a twelve month term from the date of investment and bear interest at a rate of 8%.  The Note Holders have the right to convert the Notes to equity at the price of the last equity round raised by the Company prior to the date of conversion.  In addition, we granted two shares of restricted common stock for each $1.00 loaned to the Company as an incentive to the investors resulting in the issuance of 464,000 shares of common stock.

Our financial statements are prepared using principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, if we do not identify ongoing sources of cash or other material liquid assets, or establish sources of revenue sufficient to cover our operating costs, it could affect our ability to continue as a going concern. We may, in the future, experience significant fluctuations in our results of operations.   If we are required to obtain additional debt and equity financing or our illiquidity could suppress the value and price of our shares if and when trading in those shares develops.  However, our future offerings of securities may not be undertaken, and if undertaken, may not be successful or the proceeds derived from these offerings may be less than anticipated and/or may be insufficient to fund operations and meet the needs of our business plan.

General
The Company has dismissed Harper & Pearson, P.C, as its independent auditors.  Harper & Pearson, P.C. has served as the independent auditor of the Company’s annual financial statements from the periods ending December 31, 2001, through December 31, 2006 and the subsequent interim period ended March 31, 2007. From the date on which Harper & Pearson, P.C. was engaged until the date they were dismissed, there were no disagreements with Harper & Pearson, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Harper & Pearson, P.C., would have caused Harper & Pearson, P.C. to make reference to the subject matter of the disagreements in connection with any reports it would have issued, and there were no "reportable events" as that term is defined in Item 304(a) (1) (iv) of Regulation S-B.

Harper & Pearson, P.C.'s reports on the Company's financial statements for years ended December 31, 2001, through December 31, 2006 did not contain adverse opinions or disclaimers of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The Company has provided Harper & Pearson, P.C. with a copy of the foregoing disclosure, and has requested that Harper & Pearson, P.C. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure.

On August 7, 2007, the Company executed an engagement letter with McElravy, Kinchen & Associates, P.C. ("McElravy") to assume the role of its new certifying accountant. McElravy has been asked to perform the quarterly review of the Company for the quarter ended June 30, 2007 and September 30, 2007.

During the periods ended December 31, 2001, through 2006 and the subsequent interim period ended March 31, 2007, and through the date of the firm's engagement the Company did not consult with McElravy with regard to:
(i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Company’s financial statements; or
(ii) any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a) (1) (iv) of Regulation S-B.

The engagement of the new principal auditor was recommended and approved by the Board of Directors of Company.
On July 1, 2007, J. William Stanton resigned from the board of directors of the Company to pursue other endeavors.  The Company is actively seeking nominations to replace Mr. Stanton to be elected at the annual shareholders meeting.

On October 15, 2007, Lane Brindley resigned from his position as President and General Counsel of Exousia Advanced Materials to accept a position in Richmond, Virginia. He will remain on the board of directors. For the present time J. Wayne Rodrigue will assume the position as President along with his current position as CEO and Chairman of the Board.

Item 3 – Controls and Procedures.

Within the 90-day period prior to the filing of this report, the company’s management, including the Chief Executive Officer and Acting Principal Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of the company's disclosure controls and procedures as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Acting Principal Accounting Officer concluded that the Company's disclosure controls and procedures were ineffective as of the date of that evaluation. This determination is based upon adjusting   journal entries recommended by our independent auditor during their review of our quarterly information for the three and nine month period ended September 30, 2007. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Acting Principal Accounting Officer completed their evaluation.

We have begun the process of interviewing candidates for an audit committee. We have identified several qualified persons for the CFO/COO position to aid in financial controls. We will be hiring a consultant to recommend internal control procedures.


PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

The Company is not party to any legal proceedings.

Item 2 - Changes in Securities

Recent Sales of Unregistered Securities
 On October 26, 2007, we issued 2,272,856 shares; in return, from a private placement, the Company received $795,500 in cash.

Item 3 – Defaults Upon Senior Securities
None.

Item 4 – Submission of Matters to a Vote of Security Holders
None.

Item 5 – Other Information
None.

Item 6 – Exhibitions and Reports on Form 8-K
 
 
Incorporated by reference
     
No.
Name of Exhibit
Form
Period Ending
Exhibit
Filing Date
Filed Herewith
3.1
Articles of Incorporation of the Company
SB-2
 
3.1
08/06/02
 
3.2
By-Laws of the Company
SB-2
 
3.1
08/06/02
 
10.1
Stock Exchange Agreement between Exousia Advanced Materials, Inc.
    (Formerly Cyber Law Reporter, Inc.) and Exousia Corp.
8-K
 
EX-1
01/08/07
 
10.2
Report of Independent Register Public Accounting Firm expressing
    an opinion on the Financial Statements of Exousia Corp.
8-K
 
EX-2
01/08/07
 
10.3
Financial Statements of Exousia Corp. at September 30, 2006
8-K
 
EX-3
01/08/07
 
10.4
Alliance Agreement with In Pipe Technology, LLC dated March 28, 2007
       
X
31.1
Certification of Chief Executive Officer Pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002
       
X
31.2
Certification of Chief Accounting Officer Pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002
       
X
32.1
Certification of Chief Executive Officer Pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002
       
X
32.2
Certification of Chief Accounting Officer Pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002
       
X
 


 

  SIGNATURES
 
    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
EXOUSIA ADVANCED MATERIALS, INC.
 
 
 
 
Dated: November 13, 2007
By: /s/J.WAYNE RODRIGUE, JR.
 
J. Wayne Rodrigue, Jr., Chief Executive Officer
 
 
Dated: November 13, 2007
By: /s/ BRENDA RODRIGUE
 
Brenda Rodrigue, Principal Chief Accounting Officer