10-Q 1 g7012.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number: 001-33968 PSYCHIC FRIENDS NETWORK, INC. (A Development Stage Company) Nevada 45-4928294 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722 (Address of principal executive offices, including zip code) (702) 608-7360 (Issuer's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 [ ] 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-5 (ss.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. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 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 CORPORATE ISSUERS: The issuer has 84,782,543 outstanding shares of common stock outstanding as of June 30, 2013. TABLE OF CONTENTS Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements ........................................ 3 Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operation .................................... 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk... 18 Item 4. Controls And Procedures ..................................... 19 PART II - OTHER INFORMATION Item 1. Legal Proceedings ........................................... 19 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.. 19 Item 3. Defaults Upon Senior Securities ............................. 19 Item 4. Mine Safety Disclosures ..................................... 19 Item 5. Other Information ........................................... 19 Item 6. Exhibits .................................................... 20 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS CONDENSED BALANCE SHEETS................................................... 4 CONDENSED STATEMENTS OF OPERATIONS ........................................ 5 CONDENSED STATEMENTS OF CASH FLOWS ........................................ 6 NOTES TO THE CONDENSED FINANCIAL STATEMENTS ............................... 7 3 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) CONDENSED BALANCE SHEETS
June 30, 2013 September 30, 2012 ------------- ------------------ (unaudited) ASSETS Current assets Cash $ 159,645 $ 499,898 Prepaid expenses -- 1,000 ---------- ---------- Total current assets 159,645 500,898 Intangible assets Website development costs (net of $21,636 and $5,503 of accumulated amortization, respectively) 61,264 41,247 ---------- ---------- Total Assets $ 220,909 $ 542,145 ========== ========== LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 38,466 $ 37,697 ---------- ---------- Total current liabilities 38,466 37,697 ---------- ---------- Total Liabilities 38,466 37,697 ---------- ---------- STOCKHOLDERS' EQUITY Common stock; 750,000,000 shares authorized at $0.001 par value; 84,782,543 and 84,016,334 issued and outstanding at June 30, 2013 and September 30, 2012, respectively 84,783 84,017 Additional paid-in capital 927,250 875,065 Deficit accumulated during development stage (829,590) (454,634) ---------- ---------- Total stockholders' equity 182,443 504,448 ---------- ---------- Total liabilities and stockholders' equity $ 220,909 $ 542,145 ========== ==========
The accompanying notes are an integral part of these condensed financial statements. 4 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) CONDENSED STATEMENTS OF OPERATIONS (unaudited)
From inception Three months ended Nine months ended (May 9, 2007) ------------------------------- ------------------------------- through June 30, 2013 June 30, 2012 June 30, 2013 June 30, 2012 June 30, 2013 ------------- ------------- ------------- ------------- ------------- REVENUE $ -- $ -- $ 987 $ -- $ 2,421 ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES Payroll expenses 33,644 53,874 107,763 53,874 199,342 Depreciation and amortization 6,640 975 16,133 975 21,636 General and administrative 17,461 9,883 89,230 16,773 165,214 Consulting fees 25,172 79,952 108,613 79,952 250,265 Legal and professional 22,142 23,359 53,859 56,055 194,804 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 105,059 168,043 375,598 207,629 831,261 ------------ ------------ ------------ ------------ ------------ NET LOSS FROM OPERATIONS (105,059) (168,043) (374,611) (207,629) (828,840) OTHER EXPENSE Bank charges and interest -- -- 345 68 750 ------------ ------------ ------------ ------------ ------------ TOTAL OTHER EXPENSE -- -- 345 68 750 ------------ ------------ ------------ ------------ ------------ NET LOSS BEFORE INCOME TAXES (105,059) (168,043) (374,956) (207,697) (829,590) PROVISION FOR INCOME TAX -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET LOSS FOR THE PERIOD $ (105,059) $ (168,043) $ (374,956) $ (207,697) $ (829,590) ============ ============ ============ ============ ============ BASIC AND DILUTED (LOSS) PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES (BASIC AND DILUTED) 84,411,664 83,534,140 84,155,354 82,901,935 ============ ============ ============ ============
The accompanying notes are an integral part of these condensed financial statements. 5 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
From inception Nine months ended (May 9, 2007) ------------------------------- through June 30, 2013 June 30, 2012 June 30, 2013 ------------- ------------- ------------- OPERATING ACTIVITIES Net loss $ (374,956) $ (207,697) $ (829,590) Adjustments to reconcile net loss from operations: Stock-based compensation for options issued 39,798 -- 39,798 Amortization expense 16,133 975 21,636 Common stock issued for services 13,153 75,000 109,332 Change in operating assets and liabilities: Decrease in prepaid expenses 1,000 -- -- Increase (Decrease) in accounts payable and accrued liabilities 769 6,754 38,466 ---------- ---------- ---------- NET CASH USED IN OPERATING ACTIVITIES (304,103) (124,968) (620,358) ---------- ---------- ---------- INVESTING ACTIVITIES Capitalization of website development costs (36,150) (23,400) (82,900) ---------- ---------- ---------- NET CASH USED IN INVESTING ACTIVITIES (36,150) (23,400) (82,900) ---------- ---------- ---------- FINANCING ACTIVITIES Proceeds from issuance of common stock -- 525,000 804,900 Proceeds from related parties -- 12,323 58,003 Proceeds from issuance of convertible notes payable -- 5,000 -- ---------- ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 542,323 862,903 ---------- ---------- ---------- NET (DECREASE) IN CASH AND CASH EQUIVALENTS (340,253) 393,955 159,645 CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD 499,898 108 -- ---------- ---------- ---------- CASH AND CASH EQUIVALENTS -END OF PERIOD $ 159,645 $ 394,063 $ 159,645 ========== ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ -- $ -- $ -- ========== ========== ========== Cash paid for taxes $ -- $ -- $ -- ========== ========== ========== NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued in asset acquisition $ -- $ 58,003 $ 58,003 ========== ========== ========== Liabilities assumed in asset acquisition $ -- $ 5,000 $ 400 ========== ========== ==========
The accompanying notes are an integral part of these condensed financial statements. 6 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2013 and September 30, 2012 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Psychic Friends Network, Inc. (OTC:PFNI) hereinafter, ("the Company") was incorporated in the State of Nevada on May 9, 2007 under the name "Web Wizard, Inc.". On February 17, 2012 the Company's board passed a motion to change the corporate name to "Psychic Friends Network, Inc." pursuant to an asset purchase agreement executed on January 27, 2012. As part of this agreement, all of the assets of PFN Holdings were purchased. These assets are an integral part of the Company's business development and ultimately the realization of the Company's anticipated cash flows. The Company is in the business of providing daily horoscopes and live psychic advice by telephone, internet or our soon to be released mobile application. Our website is www.psychicfriendsnetwork.com. First time customers will be offered promotions and are able to choose their psychic friend by specialties. They also are able to establish an ongoing relationship with their advisor, or they can choose to try someone new the next time they call. We will strive to stay on the cutting edge of technology in an effort to deliver our content. Currently this includes Facebook applications, and twitter pages, that reward our customers with free credits towards readings for sharing, liking or tweeting about PFN. We will also be giving all of our psychics their own website, to find new customers. BASIS OF PRESENTATION The Company is considered to be a development stage company and has not generated significant revenues from operations. There is no bankruptcy, receivership, or similar proceedings against our company. The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and nine months ended June 30, 2013 are not necessarily indicative of results for the full fiscal year. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2012. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. Furthermore, as of June 30, 2013, the Company has accumulated losses from inception (May 9, 2007) of $829,590. Likewise, net cash of $620,358 has been used in operations during the same period. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities which may be necessary should the Company be unable to continue as a going concern. Management believes that the Company will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock through various sales and public offerings. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. 7 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2013 and September 30, 2012 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates. The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below: DEVELOPMENT STAGE COMPANY The Company is considered to be in the development stage, as defined under Accounting Codification Standard, (ASC 915) "Development Stage Entities". Since its formation, the Company has not yet realized material revenues from its planned operations. RECLASSIFICATIONS The Company reclassified certain amounts in the Statement of Operations for the nine months ended June 30, 2012 financial statements to conform to the current presentation in the June 30, 2013 financial statements. The reclassifications have no effect on the Company's financial condition, results of operation, or cash flows. CASH AND CASH EQUIVALENTS The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. 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 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. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. REVENUE RECOGNITION The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the online sale of service minutes. These purchases obligate the Company to arrange a telephonic conversation with a designated service provider of the customers choosing. The Company remits a portion of the fee to the service provider and retains the balance. At the time of sale, the formal arrangements are made and the Company has fulfilled its obligation. Furthermore, the Company's portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the nine months ended June 30, 2013 and 2012, the Company recognized revenues of $987 and $-0- for which each of the four aforementioned criteria were satisfied. 8 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2013 and September 30, 2012 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) PER SHARE DATA In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2013 and September 30, 2012, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation. STOCK-BASED COMPENSATION The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Accordingly, the Company recognized expenses of $39,798 and $-0- during the nine months ended June 30, 2013 and 2012, respectively (see Note 4). WEBSITE DEVELOPMENT COSTS The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. The Company capitalized website costs of $36,150 and $23,400 during the nine months ended June 30, 2013 and 2012, respectively. The Company's capitalized website amortization is included in depreciation and amortization in the Company's consolidated statements of operations, and totaled $16,133 and $975 for the nine months ended June, 2013 and 2012, respectively. ADVERTISING COSTS Advertising costs are to be expensed as incurred in accordance to Company policy; for the nine months ended June 30, 2013 and 2012, advertising expenses totaled $18,883 and $4,691, respectively. RECENT ACCOUNTING PRONOUNCEMENTS Management has evaluated all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. 9 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2013 and September 30, 2012 NOTE 3 - INTANGIBLE ASSET The following table presents the detail of other intangible assets for the periods presented: Gross Carrying Accumulated Net Carrying Weighted-Average Amount Amortization Amount Remaining Life ------ ------------ ------ -------------- June 30, 2013: Capitalized website development costs $ 82,900 $(21,636) $ 61,264 2.22 years -------- -------- -------- ---------- Total $ 82,900 $(21,636) $ 61,264 2.22 years ======== ======== ======== ========== NOTE 4 - STOCKHOLDERS' EQUITY OPTIONS AND WARRANTS During July 2012, the Company's shareholders approved its 2012 Stock Option Plan ("the Plan"). Under the Plan, the Company may issue up to 8,250,000 shares at its discretion. On September 17, 2012, the Company granted 200,000 stock options to a director of the Company which shall vest on September 17, 2013. The options expire ten (10) years following the vesting date and carry a strike price of $0.35 These options were valued using the Black-Scholes model and the following inputs: 1 year vesting term, 10 year life, volatility of 139.6%, interest rate of 1.85%, and 0% forfeiture rate. The resulting value was $0.34 per option for a total value of $68,259. Accordingly for options granted during the years pursuant to ASC Topic 718, during the nine and three months ended June 30, 2013, the Company recognized expense of $39,798 and $-0-, respectively. The Company had no such expense for the nine and three months ended June 30, 2012. The aforementioned 200,000 options expired on May 2, 2013 due to the termination of the director and subsequent failure to exercise within the time period allotted by the agreement. A summary of the status of the options granted at June 30, 2013 and September 30, 2012 and changes during the periods then ended is presented below: June 30, 2013 September 30, 2012 ------------------------ ------------------------- Weighted Average Weighted Average Shares Exercise Price Shares Exercise Price ------ -------------- ------ -------------- Outstanding at beginning of period 200,000 $0.35 -- $ -- Granted -- -- 200,000 0.35 Exercised -- -- -- -- Expired or canceled (200,000) $0.35 -- -- -------- ----- ------- ----- Outstanding at end of period -- $ -- 200,000 $0.35 ======== ===== ======= ===== Exercisable -- $ -- -- $ -- ======== ===== ======= ===== 10 Psychic Friends Network, Inc. (Formerly "Web Wizard, Inc.") (A Development Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2013 and September 30, 2012 NOTE 4 - STOCKHOLDERS' EQUITY - (CONTINUED) COMMON STOCK On November 29, 2012 the Company issued 16,209 shares of common stock to a consultant for consulting services rendered valued at $5,653 or $0.35 per share. On May 15, 2013 the Company issued 750,000 shares of common stock to a consultant for legal services rendered valued at $7,500 or $0.01 per share. NOTE 5 - SUBSEQUENT EVENTS The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined there are no other events that would require adjustment to, or disclosure in, the financial statements. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to; increased competitive pressures from existing competitors and new entrants; our ability to efficiently and effectively finance our operations; deterioration in general or regional economic conditions; adverse state or federal legislation or regulation that increases the costs of compliance; ability to achieve future sales levels or other operating results; the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; the psychic services market; our ability to develop a fully-functioning web portal; changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; inability to efficiently manage our operations; the inability of management to effectively implement our strategies and business plans; and the other risks and uncertainties detailed in this report. Throughout this report references to "we", "our", "us", "PFN", "the Company", and similar terms refer to Psychic Friends Network, Inc. OVERVIEW CORPORATE HISTORY AND BACKGROUND We were incorporated on May 9, 2007 under the laws of the state of Nevada. Our registered offices are located at 2360 Corporate Circle, Suite 400, Henderson, NV, 89074-7722 and our sales, customer service and administrative offices are located at 5209 Wilshire Blvd., Los Angeles, CA 90036. Our website is www.psychicfriendsnetwork.com. Our original business was providing web services and products that enabled small and medium-sized businesses to establish, maintain, promote and optimize their Internet presence. We were not able to secure sufficient revenue or financing to continue our original business and this business has been discontinued. On January 27, 2012 we changed our business to that providing psychic consultation services under the trade name "The Psychic Friends Network". 12 ACQUISITION OF PSYCHIC FRIENDS NETWORK On January 27, 2012, we entered into an agreement to acquire certain assets related to providing psychic consultation services under the trade name "The Psychic Friends Network". On March 30, 2012 we closed such asset purchase with PFN Holdings, Inc. pursuant to which we acquired a number of assets related to providing psychic consultation services under the trade name "The Psychic Friends Network". BUSINESS OUR SERVICES AND PLAN OF OPERATION We are an entertainment company that plans to provide live psychic advice via telephone and the internet, as well as daily and weekly horoscopes. We plan to generate revenue via "per minute'" or "on demand" phone charges as well as web-based fees. In addition, we are in the process of adding several new channels to generate revenue, including mobile applications, and internet audio, video and text chat. Our business is reliant on a large volume of small customers and, therefore, we are not dependent on any one group of customers. Our management operated a phone service during the 1990's under the brand "The Psychic Friends Network". At the peak of its popularity in the 1990's, The Psychic Friends Network averaged 14,000 calls per day, and the average customer spent approximately $350-$400 over a 12-month period. Unfortunately, due to certain legislative and regulatory changes which allowed customers to retain their phone service while not paying for 900 number charges, the company was forced to file for bankruptcy reorganization protection in 1998. By 1999, our officers Mike and Marc Lasky had repurchased all of the material intellectual property assets from the bankruptcy trustee. These assets were subsequently transferred to PFN Holdings. Since we acquired the PFN Holdings' assets, we are in the process of finishing the development of a new updated commercial ready website as the platform for our services. In the meantime, we are and will continue to explore the latest web developments and technology and we may consider a hosted website solution as a test platform for our services so that we can test marketing and business continuity options. As a web development company, we will continue to explore the latest in web technologies and will consider the platforms that meet our customer demands. The main focus of our website is to capitalize on current technologies and social media as well as increasing the overall experience for our customers. When we commercially launch our website, we anticipate that we will be able to provide customers with multiple connections to our psychic advisors, including toll free and click to call telephone services, audio, video and text chat internet services, and mobile phone applications and SMS services. Currently, our website is not fully operational, yet it is capable of providing limited services in the area of connecting customers for one-on-one telephone calls with psychics. When fully operational, the one-on-one call service is the core business of The Psychic Friends Network. People can call from the comfort of their homes, offices, or wherever they choose, and they will be instantly connected to their favorite Master Psychic, for a confidential reading. Callers have the option to choose a psychic by category, such as, Tarot, Astrology, Love & Relationships, Money and Career, Dreams or even Past Lives. They may also choose to speak to the next available psychic or to speak to the same psychic each time they call, which allows them to establish an ongoing relationship, simply by calling that psychic's extension. Callers can choose to pay by credit card, debit card, pay by check, or by using pre-paid Gift Cards. The prices that we charge are flexible, so that we are able to test multiple pricing points to see what will optimize profits. We plan to offer first time caller promotional rates. The key is to get new callers in the door. Historically, we found that over 65% of our callers end up calling back. We believe this is primarily due to 13 the stringent selection process we have for choosing the psychics we engage for our service. With the advent of new technologies, like Mobile applications, VOIP, and social media tools, we will be able to offer psychics from all over the world, and accept international calls from customers. We believe that these technological improvements will allow us to capture a large audience. As part of the website we are developing, we will be including a number of services which we were not previously able to offer. These are currently under development and include: * ONE-ON-ONE WEB-BASED READINGS: A new feature that we plan to offer is the ability for customers to connect to their psychic through our new "Skype" like feature. This means that the customer can log into their account and in real time check the bios, specialty categories and availability of all of our psychics. Once they find their account and then choose their available psychic, they will be able to instantly chat with that psychic. We plan on integrating the ability to text chat, audio only chat and video chat. The video chat feature will allow customers to see the psychics and see the psychic's action, such as Tarot cards being flipped for the reading. In addition to the improvement in the customer service experience, this service will also allow us to increase the efficiency of our scheduling. If the psychic is unavailable, a customer can actually log in to their account and schedule a reading in the near future. This is advantageous to the customer as well as the psychic, who does not have to sit by their computer and phone, hoping for calls to come in. Like our phone-based readings, customers will have the option to pay by credit card, debit card, personal check, or by using pre-paid gift cards. They can choose to pre-pay for minute packages as well as get discounted monthly subscription rates. The purchases can be made online or by calling in over the phone. * MOBILE APPLICATIONS: Thanks to the advances in mobile technology, we plan to offer several ways for our customers to get our Psychic branded content through mobile phones in ways which we were not able to take advantage of previously. This includes PSMS, Bill to mobile, and Mobile Applications for the iPhone, Blackberrry and Android based phones. * PSMS or Premium SMS, allows the caller to send a text message with our branded keywords, to our short code. Through this type of service, we will be able to offer a daily horoscope sent to our customers' mobile phones. The billing for this service will show up as a monthly item on their mobile phone invoice. We also plan to offer live psychic advice through mobile devices that allow users to send a text to one of our live psychics and receive an immediate reply. We anticipate that we will be charging $0.99 per message received, also billed directly through the customer's mobile phone invoice. * We anticipate that mobile applications will become a major part of our psychic content offerings. We have begun developing various mobile applications that our customers will be able to download directly from the application stores on their mobile phones. We plan to offer live psychic readings, as well a Astrological content. The applications will be free to download, but after a short free trial, the content will be paid. During the 1990's and early 2000's, our management operated Psychic Friends Network, a company involved in connecting customers for one on one telephone calls with psychics under the same trademark: "The Psychic Friends Network". This company only had market presence in the U.S and Canada; made up primarily of women, 25-60 years old, and skewed towards African Americans. We believe that the our target market is much larger today, due in part to new technologies like the Internet, mobile phones and social media. We believe that our new offerings will expand our market to individuals from 18-65, of all races. This market will likely still be predominated by women, but we believe that more men will be interested in our Internet and social media offerings than they would be in one on one phone interaction. We believe that the market for psychic services is substantial. An example of the size of the potential market, and also a 14 potential advertising venue for our services, is a syndicated radio show called Coast to Coast. The show attracts an estimated 4.5 million listeners every night, making it the most listened to late night show in North America. In addition, we can now access customers in international jurisdictions because of the new technologies that allow anyone to connect directly to one of our psychics at the push of a button in real time. Additionally, many of the new markets which will have access to our services, such as China and India, already have strong traditions or connections to psychic phenomenon. During the peak of The Psychic Friends Network, the company was averaging 14,000 calls per day, and 90% of the callers were generated through TV advertising. Currently, there are virtually no psychic phone services being advertised on television. The few competitors that we have are almost exclusively adverting on the Internet. This provides us an opportunity to take advantage of a vastly underserved market. We plan to advertise and market our services via the following avenues: INFOMERCIALS and Commercials - we anticipate that paid advertisements on television and radio will be used to provide information about our services and direct traffic to our various mediums. WEB-BASED ANALYTICS - we plan to use advertisements, social media and search engine optimization to help inform our target audience as well as make us stand out from our peers. WORD OF MOUTH - from historical experience, we believe that our clients will tend to be repeat customers and friends of past customers. Word of mouth and positive client experiences are a very important source of marketing and based on providing a high level of service. With the strength of our brand name both psychics and customers are very excited about the re-launch. COMMUNITY - PFN is working on creating a community with the latest technology, which includes all forms of Social Media. When finished, this community will be a place for not only for psychics to "hang out", but also psychic, tarot and astrology enthusiasts. Our psychics will be able to write blogs, and interact with each other and our clients. They can also post events and even sell products. We see this as the future of the industry. RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited interim financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012: REVENUE We generated $0 and $987 in revenue during the three and nine months ended June 30, 2013 compared to no revenue during the same periods in the prior year. The recent limited revenue was due to some initial psychic service calls we handled while our website was in a testing phase prior to full commercial launch. 15 OPERATING EXPENSES During the three and nine months ended June 30, 2013, total operating expenses for the Company were $105,059 and $374,956 compared to $168,043 and $207,697 during the same periods in the prior year. The three month decrease in expenses was due to the expense incurred in that quarter of 2012 for the reverse merger of PFN. The nine month increase in expense was due to the commencement of business operations and related payroll, as well as website development and increased professional fee costs incurred as an operating public company versus a shell public company. NET LOSS Our net loss for the three and nine months ended June 30, 2013 was $105,059 and $374,956 compared to $168,043 and $27,697 during the same periods in the prior year. As we have incurred no substantial revenues, the net loss figures follow our operating expenses. FROM INCEPTION (MAY 9, 2007) TO JUNE 30, 2013: REVENUE We generated limited revenues in the amount of $2,421 during the period from May 9, 2007 (inception) to June 30, 2013. Of these, $987 were revenues were generated in our operations as Psychic Friends Network. OPERATING EXPENSES Total operating expenses for the period from May 9, 2007 (inception) through June 30, 2013 were $828,840. NET LOSS Our accumulative net loss for the period from May 9, 2007 (inception) to June 30, 2013 was $829,590. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2013, we have yet to generate any material revenues from our business operations as our website has yet to fully commercially launch. As of June 30, 2013, we had $159,645 in cash and $220,909 in total assets, of which $61,264 was due to website development. Our total liabilities were $38,466. 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 or capital expenditures or capital resources that is material to an investor in our securities. CRITICAL ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon 16 future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates. The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below: DEVELOPMENT STAGE COMPANY The Company is considered to be in the development stage, as defined under Accounting Codification Standard, (ASC 915) "Development Stage Entities". Since its formation, the Company has not yet realized material revenues from its planned operations. RECLASSIFICATIONS The Company reclassified certain amounts in the Statement of Operations for the nine months ended June 30, 2012 financial statements to conform to the current presentation in the June 30, 2013 financial statements. The reclassifications have no effect on the Company's financial condition, results of operation, or cash flows. CASH AND CASH EQUIVALENTS The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. 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 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. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. REVENUE RECOGNITION The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the online sale of service minutes. These purchases obligate the Company to arrange a telephonic conversation with a designated service provider of the customers choosing. The Company remits a portion of the fee to the service provider and retains the balance. At the time of sale, the formal arrangements are made and the Company has fulfilled its obligation. Furthermore, the Company's portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the nine months ended June 30, 2013 and 2012, the Company recognized revenues of $987 and $-0- for which each of the four aforementioned criteria were satisfied. 17 PER SHARE DATA In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2013 and September 30, 2012, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation. STOCK-BASED COMPENSATION The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Accordingly, the Company recognized expenses of $39,798 and $0 during the nine months ended June 30, 2013 and 2012, respectively (see Note 4). WEBSITE DEVELOPMENT COSTS The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. The Company capitalized website costs of $36,150 and $23,400 during the nine months ended June 30, 2013 and 2012, respectively. The Company's capitalized website amortization is included in depreciation and amortization in the Company's consolidated statements of operations, and totaled $16,133 and $975 for the nine months ended June, 2013 and 2012, respectively. ADVERTISING COSTS Advertising costs are to be expensed as incurred in accordance to Company policy; for the nine months ended June 30, 2013 and 2012, advertising expenses totaled $18,883 and $4,691, respectively. RECENT ACCOUNTING PRONOUNCEMENTS Management has evaluated all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 18 ITEM 4. CONTROLS AND PROCEDURES (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our Chief Executive Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. (B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no significant changes in the Company's internal control over financial reporting during the quarter ended June 30, 2013. PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings nor are we aware of any threatened proceedings against us. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES N/A ITEM 5. OTHER INFORMATION None. 19 ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- 31* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101** Interactive data files pursuant to Rule 405 of Regulation S-T. ---------- * Filed herewith ** To be filed by amendment 20 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PSYCHIC FRIENDS NETWORK, INC. Date: August 16, 2013 By: /s/ Marc Lasky ------------------------------------------- Marc Lasky Chief Executive and Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) 21