10-Q 1 tlco10q123113.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2013

 

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: 0-24857

 

Teleconnect Inc.

(Exact name of registrant issuer as specified in its charter)

 

Florida   90-0294361
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

Oude Vest 4

4811 HT Breda

The Netherlands

 

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:   011-31- (0)6 30048023

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [x] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [x]

 

 

   
 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the last practicable date: February 14, 2013: 9,016,183 shares of common stock, $.001 par value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 TELECONNECT, INC.

 

INDEX

 

PART I.   FINANCIAL INFORMATION    
         
Item 1.   Financial Statements:    
         
    Condensed Consolidated Balance Sheets as of December 31, 2013 (unaudited) and September 30, 2013   3
         
    Condensed Consolidated Statements of Comprehensive Loss for the three ended December 31, 2013 and 2012 (Unaudited)   4
         
    Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2013 and 2012 (Unaudited)   5
         
    Notes to Condensed Consolidated Financial Statements (Unaudited)   6
         
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations   9
         
Item 3.   Quantitative and Qualitative Disclosure About Market Risk   11
         
Item 4.   Controls and Procedures   11
         
PART II.   OTHER INFORMATION    
         
Item 1.   Legal Proceedings   12
         
Item 1A.   Risk Factors   12
         
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   12
         
Item 3.   Defaults Upon Senior Securities   12
         
Item 4.   Submission of Matters to a Vote of Security Holders   12
         
Item 5.   Other Information   12
         
Item 6.   Exhibits   12
         
Signatures       13

 

 

 

 

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 TELECONNECT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

   December 31,  September 30,
   2013  2013
   (Unaudited)   
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents  $31,319   $83,886 
Accounts receivable – trade   57,092    36,373 
Other receivables – related parties   208,334    155,929 
Inventory, work in process (net of reserve for slow moving inventory of $202,281 and $186,851 at December 31, 2013 and September 30, 2013, respectively)   55,374    65,460 
Prepaid taxes   24,698    25,528 
Prepaid expenses   34,700    33,249 
Total current assets   411,517    400,425 
PROPERTY AND EQUIPMENT, NET   1,410,128    1,587,033 
OTHER ASSETS:          
Due from Giga Matrix Holding, B.V.   580,791    567,345 
Investment in Giga Matrix Holdings, B.V.   —      —   
Goodwill   428,793    419,900 
Patents and tradenames, net   2,355,346    2,413,530 
Long-term notes receivable (net of allowance for bad debts of $580,458 and $568,420 at December 31, 2013 and September 30, 2013, respectively)   —      —   
   $5,186,575   $5,388,233 
LIABILITIES AND STOCKHOLDERS' EQUITY          
CURRENT LIABILITIES:          
Accounts payable – trade  $327,252   $239,644 
Accounts payable – related parties   287,523    305,781 
Accrued liabilities:          
Related parties   566,947    474,819 
Other   50,333    67,158 
Deferred revenue   34,389    4,401 
Notes payable   558,536    546,953 
Loans from related parties (net of loan discount of $202,165 and $168,685 at December 31, 2013 and September 30, 2013, respectively)   1,062,539    848,985 
Total current liabilities   2,887,519    2,487,741 
           
STOCKHOLDERS' EQUITY:          
Preferred stock; par value of $0.001, 5,000,000 shares authorized, no shares outstanding   —      —   
Common stock; par value of $0.001, 500,000,000 shares authorized, 8,390,849 and 8,148,631 shares outstanding at December 31, 2013 and September 30, 2013, respectively, 1,671,969 and 1,724,627 shares subscribed and unissued ($731,992) and ($746,695) at December 31, 2013 and September 30, 2013, respectively   10,063    9,873 
Additional paid-in capital   46,663,014    46,451,208 
Accumulated deficit   (41,512,003)   (40,637,258)
Accumulated other comprehensive loss   (2,862,018)   (2,923,331)
Total stockholders' equity   2,299,056    2,900,492 
           
TOTAL LIABILITIES  $5,186,575   $5,388,233 

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

 

 

 

 

TELECONNECT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 and 2012

 

   2013  2012
   (Unaudited)  (Unaudited)
           
SALES  $30,677   $205,336 
           
COST OF SALES   56,401    163,024 
           
GROSS (LOSS) INCOME   (25,724)   42,312 
           
OPERATING EXPENSES:          
Selling, general and administrative expenses   462,878    715,385 
Depreciation and amortization   314,729    313,652 
           
Total operating expenses   777,607    1,029,037 
           
LOSS FROM CONTINUING OPERATIONS   (803,331)   (986,725)
           
OTHER EXPENSES:          
Loss on investment   (3,609)   (10,096)
Other loss   (184)   —   
Interest expense - related parties   (67,621)   (93,748)
           
LOSS BEFORE INCOME TAXES   (874,745)   (1,090,569)
           
(INCOME TAXES) BENEFIT FROM INCOME TAXES   —      —   
           
NET LOSS  $(874,745)  $(1,090,569)
           
BASIC AND DILUTED LOSS PER SHARE:  $(0.09)  $(0.12)
           
AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING   9,983,666    9,013,868 
           
THE COMPONENTS OF COMPREHENSIVE (LOSS) INCOME:          
Net Loss  $(874,745)  $(1,090,569)
Foreign currency translation adjustment   92,898    (146,741)
Tax effect on currency translation   (31,585)   49,892 
           
COMPREHENSIVE LOSS  $(813,432)  $(1,187,418)

 

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

 

 

 TELECONNECT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31,

 

   2013  2012
   (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(874,745)  $(1,090,569)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   314,729    313,652 
Loan discount amortization   55,293    —   
Stock-based compensation   —      1,500 
Inventory allowance   8,319    10,884 
Loss on equity investments   3,609    10,096 
Change in operating assets and liabilities          
Accounts receivable - trade   (19,949)   (6,173)
Accounts receivable - other   (49,103)   —   
Inventory   3,153    103,676 
Prepaid expenses   (747)   27,984 
Prepaid taxes   1,371    (3,714)
Accounts payable   57,799    (128,934)
Accrued liabilities and income taxes payable   63,825    201,745 
Deferred revenue   30,701    (46,230)
           
Net cash used in operating activities   (405,745)   (606,083)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Advances to Giga Matrix   (5,040)   (6,007)
Purchase of patents   (302)   —   
Purchase of property and equipment   —      (2,054)
Proceeds from disposal of equipment   3,647    —   
           
Net cash used in investing activities   (1,695)   (8,061)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
    Proceeds from sale of common stock   349,441    623,568 
    Repurchase and cancellation of stock   (137,446)   —   
Proceeds from sale of notes payable   140,282    —   
           
Net cash provided by financing activities   352,277    623,568 
           
EFFECT OF EXCHANGE RATE   2,596    (1,183)
           
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (52,567)   8,241 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   83,886    38,067 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $31,319   $46,308 

 

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

 

 

 TELECONNECT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

 

1. BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements of Teleconnect Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the full year.

 

The condensed consolidated financial statements include the accounts of Teleconnect Inc. and its subsidiaries PhotoWizz BV (“MediaWizz”), Wilroot B. V. (Wilroot) and Hollandsche Exploitatie Maatschappij (“HEM”). All significant inter-company balances and transactions have been eliminated.

 

The balance sheet at September 30, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2013.

 

Revenue Recognition -

 

The Company recognizes revenue from the sale of multimedia hardware components in the period in which title has passed and services have been rendered. The Company recognizes revenue from narrowcasting and age validation services when services have been rendered and realization is assured.

 

2. LOANS FROM RELATED PARTIES

 

During the three months ended December 31, 2013 the Company sold promissory notes with a face value of $262,081 (€191,500) and 814,894 shares of its common stock together as a package to qualified investors for $524,161 (€383,000). An outstanding loan €28,000 to related party was applied to the purchase of these stock and note packages. The purchase price was allocated to the notes and stock based on the relative fair value of each with $349,441 allocated to the shares and $174,721 allocated to the promissory notes, therefore a discount on the notes of $87,360 was record and is being amortized over 1 year.

 

Loan discount amortization of $55,293 is included in interest expense for the three months ended December, 31, 2013. The promissory notes bear 6% interest and are due when the Company has positive cash flow from operations.

 

The weighted average interest rate of the loans from related parties for the three months ended December 31, 2013 was 4.46%.  

 

3. NOTE PAYABLE

 

As of December 31, 2013 and September 30, 2013 the Company has three short-term bridge loans totaling $558,536 and $546,953, respectively, from potential investors. The notes bear interest between 0% and 8% per year and are due on demand.

 

4. LITIGATION AND CONTINGENT LIABILITIES

 

In the normal course of its operations, the Company may, from time to time, be named in legal actions seeking monetary damages. While the outcome of these matters cannot be estimated with certainty, management does not expect, based upon consultation with legal counsel, that they will have a material effect on the amounts recorded in the condensed consolidated financial statements.

 

5. EQUITY TRANSACTIONS

 

During the three months ended December 31, 2013 the Company issued 814,894 shares of its common stock in relation to the sale of common stock and promissory note packages to qualified investors (See Note 2). The purchase price was allocated to the notes and stock based on the relative fair value of each with $349,440 allocated to the shares and $174,721 allocated to the promissory notes.

 

On July 31, 2013 the Company entered into an agreement with the Trustee of 2,293,067 shares, representing 24.14% of the Company’s issued and outstanding shares, in the name of Hombergh Holdings BV and Quick Holdings BV, such that these shares were to be repurchased by the Company for a total of €500,000 payable as described below.

 

In exchange, the Trustee agreed to irrevocably forgo his right to claim the return of €7,608,938 in loans made to the Company by Hombergh Holdings BV and Quick Holdings BV and the associated interest accrued up to the date of the agreement on receipt of a €200,000 installment which was paid with the signing of the agreement. The second installment of €200,000 was paid to the Trustee on September 30th, 2013 and the third installment of €100,000 was paid in December 2013. The trustee returned the last 625,334 share certificates to the Company in December 2013.

 

6. INCOME TAXES

 

The Company has not recorded any federal income tax expense or benefit for the three months ended December 31, 2013 and 2012, mainly due to available net operating loss carryforwards. The Company has recorded an income tax valuation allowance equal to the benefit of any deferred tax asset because of the uncertain nature of realization. 

 

7. LOSS PER SHARE

 

Basic loss per share amounts are computed based on the weighted average number of shares outstanding on that date during the applicable periods. There were no stock options outstanding as of December 31, 2013 or 2012.

 

The following reconciles the components of the earnings (loss) per share computation for the three months ended December 31:

 

   2013  2012
Basic and diluted loss per share computation          
Numerator:          
Net loss  $(874,745)  $(1,090,569)
           
Denominator:          
Weighted average common shares outstanding   9,983,666    9,013,868 
           
Basic and diluted loss per share:  $(0.09)  $(0.12)

 

8. GIGA MATRIX HOLDING

 

Giga Matrix provides performance of market surveys and the broadcasting of in-store commercial messages using the age validation equipment between age checks. The Company accounts for its investment in Giga Matrix Holding, BV (“Giga”), including amounts due from Giga, under the equity method.  Pursuant to accounting guidance the Company has combined its investment in Giga and amounts due from Giga for purposes of determining the amount of losses to be recognized under the equity method; accordingly, the Company recognized $3,609 and $10,096 in losses on its equity investment during the three months ended December 31, 2013 and 2012, respectively.  As of December 31, 2013, the Company’s maximum exposure to further losses is limited to the amount due from Giga of $580,791.

 

The Company has analyzed its investment in Giga and determined that, while Giga is a variable interest entity the Company is not the primary beneficiary due to the fact that the Company has no further financial obligations to support Giga, and therefore it is not required to be consolidated.

 

Results of operations of Giga for the three months ended December 31, 2013 and 2012 are as follows:

 

   2013  2012
   (Unaudited)  (Unaudited)
Net loss  $(7,364)  $(20,604)

 

9. GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

 

As shown in the accompanying consolidated financial statements, the Company incurred net losses of $874,745 for the three months ended December 31, 2013 and $1,090,569 for the three months ended December 31, 2012.  In addition, the Company has incurred substantial losses since its inception. 

 

As of December 31, 2013, the Company had a working capital deficit of $2,476,002 as compared to its working capital deficit as of September 30, 2013 of $2,087,316.  These factors raise substantial doubt about the Company's ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing.  Management anticipates that additional financing through long-term borrowing and equity placements will be necessary in the future.  There can be no assurance that management's plan will be successful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

 

Caution Regarding Forward-Looking Statements

 

The following information may contain certain forward-looking statements that are not historical facts. These statements represent our expectations or beliefs, including but not limited to, statements concerning future acquisitions, future operating results, statements concerning industry performance, capital expenditures, financings, as well as assumptions related to the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “should,” “continue” or similar terms, variations of those terms or the negative of those terms. Forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or view expressed herein. Our financial performance and the forward-looking statements contained in this report are further qualified by other risks including those set forth from time to time in documents filed by us with the SEC.

 

INTRODUCTION

 

The Company’s business model involves the age validation of consumers when purchasing age restricted products, such as alcohol or tobacco. This age validation business is at the core of the Company’s strategic direction. Our revenues are derived from the sales and leasing of age validation equipment, the performance of age validation as well as the sale and maintenance of vending solutions (through Mediawizz), and the broadcasting of in-store commercial messages using the age validation equipment between age checks (through HEM). Our revenues and operating results will depend in the future upon government laws and mandates, performance and pricing of our products/services, relationships with the public and other factors. The Company is not reliant on any one specific customer for revenues.

 

The amended Alcohol and Catering Act took effect in The Netherlands as of January 1, 2013. After this date, Dutch law enforcement authorities could temporarily close the alcohol section of supermarkets when they are repeatedly caught selling alcohol to minors. It is expected that the enforcement of this change will generate a significant demand for Ageviewers.

 

Today, our existing revenues may be impacted by other factors including the length of our sales cycle, the timing of sales orders, budget cycles of our customers, competition, the timing and introduction of new versions of our products, the loss of, or difficulties affecting, key personnel and distributors, changes in market dynamics or the timing of product development or market introductions. These factors have affected our historical results to a greater extent than has seasonality. Combinations of these factors have historically influenced our growth rate and profitability significantly in one period compared to another, and are expected to continue to influence future periods, which may compromise our ability to make accurate forecasts.

 

Cost of sales consists of customer support costs, training and professional services expenses, and parts for the terminals; which consist of small display screens, metallic housings, PC’s, switches, small cameras similar to webcams, electronic components, cables, power supplies and software licenses amongst other items.

 

Our gross profit will continue to be affected by a variety of factors, including: the resistance from retailers to migrate from existing inefficient on-site age verification procedures, possible new competitors entering the market, the mix and average selling prices of products, maintenance and services, new versions of products, the cost of equipment, component shortages, and the mix of distribution channels to which our products and services are sold.  Our gross profit will be adversely affected if relevant laws and regulations are not readily adopted by the retail chains or are not enforced by local government.

 

Selling, general and administrative expenses consist primarily of salaries and related expenses for executive, finance, accounting, legal and human resources personnel, professional fees and corporate expenses. We expect general and administrative expenses to increase slightly as the Company expands its points of sale in Europe as well as when it prepares itself to enter the U.S. market.

 

Subsequent to December 31, 2013, directors of the Company have concluded that it is in the best interest of the Company to create an Advisory Board with senior industry members. At the next Board meeting of the Company, this proposal should be approved and the Advisory Board formally established. Members of the Advisory Board will be disclosed in an 8K filing.

 

BALANCE SHEET COMPARISON AT DECEMBER 31, 2013 AND SEPTEMBER 30, 2013

 

Assets: Total assets at December 31, 2013 decreased $201,658 or 3.7% to $5,186,575 compared to $5,388,233 at September 30, 2013.  This decrease is due primarily to the depreciation and amortization of fixed assets and intangible assets during the quarter ended December 31, 2013.

 

Liabilities: Current liabilities at December 31, 2013 increased $399,778 or 16.1% to $2,887,519 compared to $2,487,741 at September 30, 2013. This increase is due primarily to an increase in loans from related parties of $213,554, as well as an increase in accounts payable trade of $87,608, an increase in accrued liabilities – related parties of $92,128 related to both the accrued interest of a related party note and additional unpaid management fees. The increase in accounts payable trade is a consequence of the decrease in working capital.

 

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

 

We had net loss of $874,745 for the three months ended December 31, 2013 as compared to net loss of $1,090,569 during the comparable period in 2012, a decrease of 19.8% or $215,824. A comparison of revenues and expenses for the two periods is as follows:

 

REVENUES

 

Revenues for the three months ended December 31, 2013 were $30,677 as compared to revenues for the same period in 2012 of $205,336; a decrease of $174,659 or 85.1%.

 

2012 revenues were derived primarily from $199,175 of sales of a vending solution for airports and railway stations. No such sales occurred in the same period of 2013. Revenues for the three months ended December 31, 2013 consisted of primarily of revenue from support of installed units and additional work on existing kiosks.

 

COST OF SALES

 

Cost of sales for the three month period ended December 31, 2013 were $56,401 as compared to $163,024 for the same period of 2012; a decrease of 65.4% or $106,623. The decrease in cost of sales was primarly due to the decrease in vending solution hardware sales in 2013 as compared to 2012.

 

The cost of sales included costs derived from maintaining the contracts in relation to its age-validation business which provide the Company with the technical acceptance, market exposure and credibility required upon which to base the service offering. The allocation of such costs are in line with the Company’s strategic plan. These expenditures have been efficient in achieving the results to date in the area of technical adaptation to market requirements, market exposure and user acceptance. The Company expects its costs of sales to increase in line with the installations of Ageviewers in supermarkets under the new commercial conditions.  

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

Selling, general and administrative expenses have decreased by $252,507 or 35.3% to $462,878 during the three months ended December 31, 2013 as compared to $715,385 for the comparable period in 2012.  This decrease in selling, general and administrative expenses is primarily due to a reduction in the cost of outside professional services and management fees.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2013, the Company had a working capital deficit of $2,476,002 as compared to its working capital deficit as of September 30, 2013 of $2,087,316.  This increase is due primarily to an increase in accounts payable trade of $87,608 and an increase in accrued liabilities of $92,128 associated to related parties as well as an increase in loans from related parties of $213,554 offset by a decrease in accounts payable related parties.

 

The ability of the Company to satisfy its obligations and to continue as a going concern will depend on raising funds through the sale of additional shares of its common stock, increase borrowing, and upon its ability to reach a profitable level of operations. The Company’s financial statements do not reflect adjustments that might result from its inability to continue as a going concern and these adjustments could be material.

 

The Company’s capital resources have been provided primarily by capital contributions from stockholders, stockholders’ loans, the conversion of outstanding debt into common stock of the Company, and the sale of Common Stock.

 

The Company intends to look for additional equity funding to pay debts and for working capital. However, there is no assurance that such capital will be raised, and the Company may seek bank financing and other sources of financing to complete the payment of debt and for working capital.  

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

During the three months ended December 31, 2013 the Company sold 814,894 shares of its common stock and promissory note packages to qualified investors based on the relative fair value of each with $349,440 allocated to the shares and $174,721 allocated to the promissory notes.

 

During the three months ended December 31, 2013, with a final payment of €100,000, the Company completed the repurchase of a total of 2,293,067 shares, representing 24.14% of the Company’s issued and outstanding shares, in the name of Hombergh Holdings BV and Quick Holdings BV, such that these shares were repurchased by the Company for a total of €500,000. The trustee has returned all share certificates to the Company and they are all to be retired.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures and internal controls that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures and internal controls, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures and internal controls.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  

 

As required by the Securities and Exchange Commission Rule 13a-15(e) and Rule 15d-15(e), we carried out an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Controls over Financial Reporting

 

There have not been any changes in our internal controls over financial reporting during the fiscal quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

In the normal course of its operations, the Company, has been named in legal actions seeking monetary damages. During the first fiscal quarter of 2014, the Company continues its legal actions in The Netherlands against parties which owe money to the Company. In one of these cases, relating to the Company’s past telecommunications business, a party filed during fiscal 2010, in defense, a counterclaim against the Company. There have been no new developments in this area. While the outcome of these matters cannot be estimated with certainty, management does not expect, based upon consultation with legal counsel, that they will have a material effect on the Company's business or financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

None

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the three months ended December 31, 2013 the Company sold 814,894 shares of its common stock and promissory note packages to qualified investors based on the relative fair value of each with $349,440 allocated to the shares and $174,721 allocated to the promissory notes.

 

All shares were sold to accredited investors pursuant to Section 4(2) of the Securities Act of 1933, as amended.  There were no underwriters involved and no underwriting discounts or commissions were paid.

 

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. EXHIBITS

 

31.1   Certification of  Dirk L. Benschop, Director,  Chief  Executive Officer, President, Treasurer
31.2   Certification of  Leslie G. Pettitt, Director, Chief Financial Officer and principal accounting officer
32.1   Certification of  Dirk L. Benschop and Leslie G. Pettitt

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

  TELECONNECT INC.
     
    Teleconnect Inc.
     
Date: February 14, 2014 By:   /s/ Dirk L. Benschop
    Dirk L. Benschop
    Director, Chief  Executive Officer, President and Treasurer

 

    Teleconnect Inc.
     
Date: February 14, 2014 By:   /s/ Leslie G. Pettitt
    Leslie G. Pettitt
    Director, Chief  Financial Officer and principal accounting officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEX TO EXHIBITS

  

Exhibit

No.

 

 

Description

     
31.1   Certification of Dirk L. Benschop, Director, Chief  Executive Office, President, Treasurer
31.2   Certification of Leslie G. Pettitt, Director, Chief Financial Officer and principal accounting officer
32.1   Certification of Dirk L. Benschop and Leslie G. Pettitt