10-K 1 f10k2011_touchit.htm ANNUAL REPORT f10k2011_touchit.htm
  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
   
FORM 10-K
 
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2011
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-151252
 
TouchIT Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
 
26-2477977
(State of Incorporation)
 
(I.R.S. Employer Identification Number)
 
100 West Big Beaver Road, Suite 200, Troy, MI 48084
(Address of Principal Executive Offices, Including Zip Code)
 
Registrant’s telephone number: +44 207 858 1045/+1 248 680 6700
 
Securities registered pursuant to Section 12(b) of the Act:
     
None
 
Not Applicable
(Title of each class)
 
(Name of each exchange on which registered)
 
Securities registered pursuant to Section 12(g) of the Act:  None.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
 
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  o
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o    No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  x    No  o
 
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 “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
     Large Accelerated Filer   o
Accelerated Filer   o
Non-accelerated Filer   o
(Do not check if a smaller reporting company)
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  ¨    No  x
 
The aggregate market value of the voting common equity held by non-affiliates as of September 30, 2011, the last business day of the registrant’s most recently completed third fiscal quarter, was approximately $708 582.25
 
The number of shares outstanding of common stock as of December 31, 2011 was 55,839,419.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
N/A.
 
 
 

 
 
 
TABLE OF CONTENTS
 
     
 
Part I
 
     
Item 1.
1
Item 1A.
5
Item 2.
9
Item 3.
9
Item 4.
9
     
 
Part II
 
     
Item 5.
9
Item 6.
11
Item 7.
11
Item 7A.
17
Item 8.
17
Item 9.
18
Item 9A.
18
Item 9B.
19
  
   
 
Part III
 
     
Item 10.
19
Item 11.
20
Item 12.
22
Item 13.
23
Item 14.
23
     
 
Part IV
 
     
Item 15.
23
     
 
24
   
 
 
 

 
 
PART I

Item 1.   
Business

Business Development
 
TouchIT Technologies, Inc. was incorporated in the State of Nevada as “Hotel Management Systems, Inc.” (“HMSI”) in 2008.  After HMSI's fiscal year end of April 30, 2010, we entered into a Share Exchange Agreement, dated May 7, 2010 (“Share Exchange”) with TouchIT Technologies Koll Sti (“TouchIT Tech KS”),  the stockholders of TouchIT Tech KS,  TouchIT Education Koll Sti (“TouchIT Ed”), and the stockholders of TouchIT Ed whereby HMSI effectively ceased doing business as HMSI.  Both TouchIT Tech KS and TouchIT Ed are corporations formed under the laws of Turkey and are based in Istanbul, Turkey. The closing of the transaction (the “Closing”) took place on May 7, 2010 (the “Closing Date”).

In connection with the closing of the Share Exchange Agreement, on May 7, 2010, we entered into various subscription agreements (each “Subscription Agreement,” and collectively the “Subscription Agreements”) with certain investors for the sale of up to $1,500,000 of principal amount convertible promissory notes issued by our Company (“Note” or “Notes”) and share purchase warrants (the “Warrants”) to each subscriber to purchase shares of our Common Stock.  

In connection with a breach of two promissory notes associated with the Share Exchange, we cancelled the Warrants related to those promissory notes.

In connection with the Share Exchange, we changed our fiscal year end from April 30 to December 31 and amended our Articles of Incorporation to change our name to TouchIT Technologies, Inc.  This report shall cover the period of January 1 to December 31, 2010 and the description of the business and financial information provided herein will be the business and financials of TouchIT Technologies, Inc. and not HMSI, as the business was prior to the Share Exchange. 

Unless the context indicates otherwise, as used herein the terms, the “Company”, “Registrant”, “we”, “our” and “us” refer to TouchIT Technologies, Inc.

Overview

We design, produce and market touch-based visual communication products. Our mission – the design and manufacture of high quality technology products under the TouchIT Technologies™ brand name. We manufacture a large range of touch screen and touch board products to suit all types of application from small liquid crystal display (“LCD”) touch-screens to large interactive whiteboard displays and audience response systems. To date, our revenues have come primarily from the sale of our Interactive Whiteboard products which we began shipping in 2009 to the worldwide market place. Most of our sales have been of the 78" TouchIT Board and original equipment manufacturer (“OEM”) equivalents that are suitable for use with almost any computer and data projector.

We  plan to capitalize on the corporate vertical for boardroom and meeting room applications and also in the education market as there are an estimation of over a billion classrooms in the world that may develop a need for our products. In response to increased demand for interactive LCD displays, we have invested resources to expand our product line to include touch-based LCDs in 42", 55” and 65". We have also invested in the development of TouchIT Transcribe, our corporate annotation software. We  undertake OEM and original design manufacturer (“ODM”) work for partners all over the world with 3rd party contract manufacturing facilities in Taiwan & China.

How We Generate Revenue

We generate revenue from the sales of goods under the TouchIT Technologies brand name manufactured through 3rd party OEM contract manufacturers in China and Taiwan.
 
 
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We also generate revenue from OEM manufacture facilities. This is where we take our existing products and rebrand them for a third party with differing degrees of customization.
 
Lastly, we generate revenue by charging for product design work where our team designs a new product for a customer that incorporates our technology. There is then repeat sales from this model as the customer engages the company to build its products.

Products or Services and their Markets

We offer a range of products that are designed for the education and the corporate government vertical markets. In addition, we offer our own proprietary annotation software designed for the corporate market.

TouchIT Interactive Whiteboard

TouchIT Board™ works in conjunction with a data projector and a computer to create a touch-based interactive whiteboard where the user obtains full control of a computer from the board. The TouchIT Board™ functions similar to a mouse allowing both left and right click functionality at the board. The TouchIT Board is supplied with Wizteach annotation software. The Wizteach annotation software is a 3rd party software that we purchase from Quizdom Uk Ltd based in Northern Ireland.

TouchIT LCD

The TouchIT LCD™ combines a HD display with IR touch technology to create an integrated, large format touch screen finished with a 4mm tempered glass for screen protection. The TouchIT LCD has a very small parallax enabling a much improved user experience when compared to traditional overlay products.

TouchIT Vote

TouchIT Vote™ is an radio Frequency (RF) audience response system that allows the user to obtain feedback or interaction from a class or audience to a series of questions posed with either Microsoft PowerPoint or the proprietary editor supplied. These responses can then be formulated into a series of reports where the data can be further analyzed.

TouchIT Tablet

TouchIT Tablet™ is a Radio Frequency (RF) wireless tablet that enables the user to control his/her computer from a distance with the tablet acting like a mouse.

TouchIT Transcribe Software

TouchIT Transcribe™ is the proprietary corporate annotation software supplied by us at no charge to users of the TouchIT Board™ and TouchIT LCD™. TouchIT Transcribe™ is unique in that currently on the market, there are very few pieces of software that cater directly for the corporate market.

Distribution Methods of the Products or Services

We currently maintain various distribution channels for our products in countries throughout the world. We would normally select a master distributor for a particular country where its specialty would be either the Information Technology (“IT”) Education or Audio Visual (“AV”) verticals. These master distributors usually sell on a trade-only basis to reselling companies that, in turn, supply the end user.

Status of New Product or Service

We are currently evaluating new touch technologies such as charge-couple device (“CCD”) image sensors that could be a more cost effective alternative in the future to IR. Our business strategy is to grow all three main areas of the business in tandem with the overall pursuit and development of new touch-based interactive products.
 
 
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First, we hope to increase the growth of sales of our Company’s branded products through distribution partners on a worldwide basis. This involves the recruitment, training and support of the distribution partner and its resellers. 

Second, we aim to grow the OEM side of the business. This involves the recruitment, product customization and rebranding, technical support and training of new OEM partners on a worldwide basis.

Third, we aim to work with a wider selection of ODM partners that recruit our services for the design and manufacture of new products under the client’s own brand name.

Business Organization

We manage our business on a central basis with all customers being supplied through either directly from the third part manufacturing facilities in China and Taiwan, or from our warehouse located in Troy, MI USA.

Markets & Trends In Our Business

Global Interactive Display sales in Q4 2011 increased by 14% Year-on-Year according to the new Interactive Displays Quarterly Insight report from Futuresource Consulting. Last year, the global market ended far in excess of 850,000 units shipped, - the year had a 1% volume reduction compared with 2010. Considering the economic pressures, this is a resilient result and there have been a number of strong regional success stories.

In the USA there have been challenges to budgets and reductions in funding, resulting in a 19% YoY Q4 sales unit decrease. The US market is forecast to steadily decline, but it will continue to remain the world’s largest interactive displays market.
Almost 4.5 million Interactive Displays have now been installed globally, with the technology taking a secure hold within the education sector, there is still a huge opportunity to be exploited, though companies operating within this marketplace must work cleverer to understand the opportunities and react ahead of the curve.
 
On February 16, 2011, our Company borrowed USD 250,000 from TCA Global Credit Master Fund pursuant to a revolving credit facility evidenced by a credit agreement with an effective date as of November 30, 2010. The Credit Agreement evidences a revolving credit facility in the maximum principal amount of USD 250,000, which subject to Lender approval, may be increased up to USD 1,000,000. The outstanding principal amount is due on February 16, 2012.
 
Competition

We echo the sentiments of Futuresource and feel that our competitors, the Chinese brands that are selling outside of China and India, are a reducing threat in the developed EMEA and U.S. markets.  They are making little headway because while their products are on the low-cost end of the spectrum, they are not engaged in important deals and transactions, and are only getting peripheral businesses in the industry. Furthermore, the Chinese brands are also pushing their way into developing markets such as South America and Africa; however, these developing markets offer very little opportunities for the visual communication companies.
 
While the examples provided above do not appear to place our Company in a competitive business situation, there are also exceptions to the Chinese brands. For instance, Julong Educational Technology Co., Ltd, which is an OEM, has a large U.S. operation and has successfully worked its way into the U.S. market.

Our greatest competitor is probably Interactive Projectors.  We are aware that they have already obtained some contracts in preference to IWBs (Finland, Estonia, Russia).  In some countries, Interactive Flat panels are also emerging.

Despite the competition we face, our Company is in a strong position to capitalize on emergence of Interactive Flat Panels with the new LCD range.
 
 
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Supply of Components

Although most components essential to our Company’s business are generally available from multiple sources, certain key components including but not limited to aluminum, plastics, LCDs, certain optical infrared technology (“IR”), and integrated circuits (“ICs”) are currently obtained by our Company from single or limited sources, which subjects us to significant supply and pricing risks.
 
Many of these and other key components that are available from multiple sources are subject at times to industry-wide shortages and significant commodity pricing fluctuations. In addition, we have entered into certain agreements for the supply of key components, including, but not limited to aluminum, plastics, LCDs, certain optical IR technology, and ICs at favorable pricing. However, there is no guarantee that we  will be able to extend or renew these agreements on similar favorable terms, or at all, upon expiration or otherwise obtain favorable pricing in the future. Therefore, we remain subject to significant risks of supply shortages and/or price increases that can materially adversely affect its financial condition and operating results.

The TouchIT Tablet and TouchIT Vote plus printed circuit boards (“PCBs”) are assembled or are manufactured by outsourcing partners, primarily in various parts of Asia. The loss of supply from any of these suppliers or vendors, whether temporary or permanent, could materially adversely affect our business and financial condition.

Dependence on one or a few major customers

We recognize that we have a reliance on a few major customers. Most notably, Sahara Presentation Products PLC in the UK. We do however, expect to increase our customer base in line with our sales plan, strategy and forecast.

Patents and Trademark Licenses

We allow the use of the TouchIT Technologies brand name for trading purposes in Ireland and the UK. In Ireland, Mr. John Hughes operates TouchIT Technologies Ireland Limited. Our Company has no financial interest in this company. In the UK, Dynascreens UK Limited trades as TouchIT Technologies UK. We also have no financial interest in this company. Both the aforementioned companies use the TouchIT Technologies brand name and act as a master distributor in their respective countries.

Environmental Laws

As a third party manufacturer of visual communication products, we have not incurred or have been subject to environmental laws and expenses.

Employees

During the year, we had up to 19 employees but the average was 6 over the 12 month period.

Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available free of charge on the Company’s website at www.touchittechnologies.com/investor when such reports are available on the SEC website.

The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

 
4

 

Item 1A.   
Risk Factors.

Risks Relating to Our Business

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
 
We were incorporated in Nevada in April 2008, under HMSI. Following the transactions described herein, we are now a manufacturer of touch based communication products for the education and corporate marketplaces.  As such, we have a limited operating history, and historical operating results may not provide a meaningful basis for evaluating the business, financial performance and prospects. We have limited assets or financial resources and/or limited operating history. Therefore, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. 
 
WE NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE.
 
In order to maximize potential growth in our current and potential markets, we believe that we must expand our marketing operations. This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information systems. We will also need to effectively train, motivate, and manage our employees. Our failure to manage our growth will disrupt our operations and ultimately prevent us from generating the revenues we expect.

In order to achieve the above mentioned targets, our general strategy is to maintain and search for hard-working employees who have innovative initiatives; on the other hand, we will also keep a close eye on expanding opportunities.

IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS. 
 
If adequate additional financing is not available on favorable terms or we are unable to secure additional financing, we may not be able to undertake expansion, continue our marketing efforts and we would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us or financing on favorable terms.
 
In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competition; (iii) the level of our investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.
 
Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.
 
 
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NEED FOR ADDITIONAL EMPLOYEES.
 
The Company’s future success also depends upon its continuing ability to attract and retain highly qualified personnel. Expansion of our business and the management and operation of the Company will require additional managers and employees with industry experience, and the success of our Company will be highly dependent on our ability to attract and retain skilled management personnel and other employees. Competition for such personnel is intense. There can be no assurance that we will be able to attract or retain highly qualified personnel.
 
Competition for skilled personnel in our industry is significant. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees. Our inability to attract skilled management personnel and other employees as needed could have a material adverse effect on our business, operating results and financial condition. Our arrangement with our current employees is at will, meaning its employees may voluntarily terminate their employment at any time. We anticipate that the use of stock options, restricted stock grants, stock appreciation rights, and phantom stock awards will be valuable in attracting and retaining qualified personnel. However, the effects of such plan cannot be certain.
 
OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF OUR MANAGEMENT TEAM.

We are presently dependent to a great extent upon the experience, abilities and continued services of Andrew Brabin and Ronald Murphy, our management team.  The loss of services of Mr. Brabin or Mr. Murphy, could have a material adverse effect on our business, financial condition or results of operation.

WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO COMPETE WITH OUR COMPETITORS WHO MAY HAVE GREATER RESOURCES.

We could face strong competition from our competitors in the touch technology industry who could duplicate our model.  These competitors may have substantially greater financial resources and marketing, development and other capabilities than we have.    In addition, there are very few barriers to enter into the market for our products.  There can be no assurance; therefore, that any of our competitors, many of whom have far greater resources will not independently develop products that are substantially equivalent or superior to our products.  Therefore, an investment in our Company is very risky and speculative due to the competitive environment in which we intend to operate.

 OUR ABILITY TO CONTINUE TO DEVELOP AND EXPAND OUR PRODUCT OFFERINGS TO ADDRESS EMERGING CONSUMER DEMANDS AND TECHNOLOGICAL TRENDS WILL IMPACT OUR FUTURE GROWTH. IF WE ARE NOT SUCCESSFUL IN MEETING THESE BUSINESS CHALLENGES, OUR RESULTS OF OPERATIONS AND CASH FLOWS WILL BE MATERIALLY AND ADVERSELY AFFECTED.

Our ability to implement solutions for our customers incorporating new developments and improvements in technology which translate into productivity improvements for our customers and to develop product offerings that meet the current and prospective customers’ needs are critical to our success. The markets we serve are highly competitive. Our competitors may develop solutions or products which make our offerings obsolete. Our ability to develop and implement up to date solutions utilizing new technologies which meet evolving customer needs in touch technology solutions will impact our future revenue growth and earnings.

OUR FUTURE SUCCESS IS DEPENDENT UPON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY.

We may not be able to protect unauthorized use of our intellectual property and take appropriate steps to enforce our rights.  Although management does not believe that our products infringe on the intellectual rights of others, there is no assurance that we may not be the target of infringement or other claims.  Such claims even if not true, could result in significant legal and other costs associated and may be a distraction to management.  We plan to rely on a combination of copyright, trade secret, trademark laws and non-disclosure and other contractual provisions to protect our proprietary rights.  We use and intend to use the trademark “TouchIT Technologies” name and logo.  We intend to file federal trademark applications for “TouchIT Technologies” and to secure the Internet trade domain “Touchittechnologies.com” and related logo. There can be no assurance that the registrations applied for will be accepted.  Because the policing of intellectual and intangible rights may be difficult and the ideas and other aspects underlying our business model may not in all cases be protectable under intellectual property laws, there can be assurance that we can prevent competitors from marketing the same or similar products and services.
 
 
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Risks Associated with Our Shares of Common Stock
 
BROAD DISCRETION OF MANAGEMENT TO USE OF PROCEEDS FROM FINANCING.

Our management will have broad discretion with respect to the expenditure of the net proceeds from the financing that closed in connection with the Share Exchange Agreement. Accordingly, Subscribers will be entrusting their funds to our management, upon whose judgment they must depend, with limited information concerning the specific working capital requirements and general corporate purposes to which the funds will be ultimately applied 

THE SECURITIES BEING ISSUED IN CONNECTION WITH AND FOLLOWING THE SHARE EXCHANGE AGREEMENT ARE RESTRICTED SECURITIES AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF A RESALE EXEMPTION.
 
The shares of Common Stock, Notes and Warrants being issued in connection with the Share Exchange Agreement and financing described herein are being issued in reliance on an exemption from the registration requirements of the Securities Act under Section 4(2) of the Securities Act and Regulation D promulgated under the Securities Act. Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements. Furthermore, we are under no obligation to file a resale registration statement with respect to those securities except in connection with an unrelated secondary offering. As a result, a purchaser who receives any such securities issued in connection with the Share Exchange Agreement or the financing may be unable to sell such securities at the time, or at the price or upon such other terms and conditions, as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

RESTRICTED SECURITIES; LIMITED TRANSFERABILITY.

Purchase of the Securities should be considered a long-term, illiquid investment. The Securities have not been registered under the Act, are being offered by reason of a specific exemption from registration and are “restricted securities” under Rule 144 promulgated under the Act, and cannot be sold without registration under the Act or any exemption from registration. In addition, the Securities will not be registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of a trading market for the Securities, a Subscriber will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

OUR COMMON STOCK IS QUOTED ON THE OTC BULLETIN BOARD WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.

Our common stock is quoted on the OTC Bulletin Board (the “OTCBB”). The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or Nasdaq system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
 
 
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IF WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT FRAUD.  ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING PRICE OF OUR COMMON STOCK.
 
Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud.  If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed.  As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.  We have not performed an in-depth analysis to determine if in the past un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

OUR SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.

Our shares of common stock are very thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

THERE IS CURRENTLY NO LIQUID TRADING MARKET FOR OUR COMMON STOCK AND WE CANNOT ENSURE THAT ONE WILL EVER DEVELOP OR BE SUSTAINED.

To date there has been no liquid trading market for our common stock.  We cannot predict how liquid the market for our common stock might become.  We anticipate having our common stock continue to be quoted for trading on the OTC Bulletin Board, however, we cannot be sure that such quotations will continue.  We currently do not satisfy the initial listing standards, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange.  Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Bulletin Board or suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Furthermore, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

In addition, the price at which our common stock may be sold is very unpredictable because there are very few trades in our common stock. Because our common stock is so thinly traded, a large block of shares traded can lead to a dramatic fluctuation in the share price.

OUR STOCK PRICE MAY BE VOLATILE.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

-  
limited “public float” following the Share Exchange, in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
   
-  
sales of our common stock; and

-  
our ability to execute our business plan.
 
 
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Our shares of common stock are very thinly traded, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares of common stock either now or in the future. Our shares of common stock are very thinly traded, only a small percentage of our common stock is available to be traded and is held by a small number of holders and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other things.  We will take certain steps including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock as collateral for any loans.
 
WE CURRENTLY HAVE A LIMITED PUBLIC FLOAT HELD BY A LIMITED NUMBER OF PERSONS.
 
Of our 55,839,419 issued and outstanding shares of common stock, only 23 619 419 shares are presently eligible for resale without further registration by the holders thereof or pursuant to an exemption from registration. In addition, these 23 619 419 shares are presently held by a limited number of shareholders. As a result of the relatively small size of our public float and its initial concentration in the hands of only a few people, the liquidity of the market for our common stock may be both severely limited and subject to high levels of volatility.  

Item 1B
Unresolved Staff Comments.

Not Applicable.

Item 2
Property.

We do not own any real property.  We rent approximately 50 square meters (m2) of office space in suite 200 of the Liberty Center at 100 West Big Beaver Road, Troy, MI.

Item 3
Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Item 4
(Removed and Reserved).
 
PART II

Item 5
Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. Our shares are quoted on the OTCBB under the symbol “TUCN.” The following table sets forth the calendar quarter indicated, the quarterly range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB.  Trading in our common stock in the over-the-counter market has become limited and sporadic and the quotations set forth below are not necessarily indicative of actual conditions. Further, the quotations mainly reflect the prices at which transactions were proposed, and do not necessarily represent actual transactions.
 
Fiscal Year Ending December 31, 2011
       
Quarter Ended
 
High $
 
Low $
March 31, 2011
 
$0.118
 
$0.06
June 30, 2011
 
$0.085
 
$0.043
September 30, 2011
 
$0.040
 
$0.010
December 31, 2011
 
$0.030
 
$0.005
 
 
9

 
 
Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Record Holders of Our Common Stock

As of December 30, 2011, there were over 500 stockholders of record of our common stock.
 
 
10

 

Dividends

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business, or;

2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Item 6
Selected Financial Data.

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information required under this item.
 
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Plan of Operation – Executive Overview

We manufacture touch-based visual communication products for the education and corporate worldwide marketplaces specializing in Interactive Whiteboards and Interactive LCDs. Our products stand out from the competition in terms of their design, functionality and price offering. Our customers seek our products as they provide them a different point of entry to the market in terms of price, quality of design and margin. Currently, demand for our products is exceeding our ability to supply. 

From market data, we understand that the market for our products will continue to grow for the next five years and possibly beyond.

Interactive Whiteboard World Wide Market Overview

Data compiled by Futuresource Consulting UK Ltd, Q3 2011 Report, author - Colin Messenger
 
 
11

 

 
Critical Accounting Policies and Estimates

The accompanying financial statements include the financial statements of TouchIT Tech KS and TouchIT Ed. Although not significant, it should be noted that inter-company transactions and balances do exist and have not been consolidated. TouchIT Tech KS and TouchIT Ed together are referred to as the Company.

This management's discussion and analysis of our financial condition and results of operations are based on the financial statements of both TouchIT Tech and TouchIT Ed, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we will evaluate these estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:

Basis of presentation financial statements:
 
We maintain our books of account and prepare its statutory financial statements in accordance with accounting principles in the United Stats of America. The accompanying financial statements are based on the statutory records, with adjustments and reclassifications, for the purpose of fair presentation in accordance with United States generally accepted accounting principles (“US GAAP”).

There are inter-company transactions that have not been consolidated on these financial statements.

Revenue recognition:

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for customer returns, rebates, and other similar allowances.

Inventories:

Inventories are stated at the lower of cost or net realizable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory being valued on the weighted average basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to deliver service.
 
 
12

 
 
Property, plant and equipment:

Property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses, if any. Depreciation is charged so as to write off the cost of assets, other than land and construction in progress, over their estimated useful lives, using straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year-end, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

The ranges of estimated useful lives are as follows:
 
-
Machinery and equipment 2-6 years
   
-
Motor vehicles 4 years
   
-
Furniture, fixtures and office equipment 4-5 years
 
Shipping and handling:

Shipping and handling costs related to costs of the raw material purchased is included in cost of revenues.

Research and development costs:

Research and development costs are expensed as incurred. The costs of material and equipment that are acquired or constructed for research and development activities, and have alternative future uses, either in research and development, marketing, or sales, are classified as property and equipment or depreciated over their estimated useful lives.

Company reporting year-end:

Our company uses a calendar year as its fiscal year ending December 31.
 
Results of Operations for the years ended December 31, 2011 and December 31 2010.

   
31/12/2011
   
31/12/2010
 
             
NET SALES
    1,595,943       3,577,881  
COST OF SALES
    1,341,374       (2,502,037 )
Gross profit
    254,569       1,075,844  
MARKETING AND SELLING EXPENSE
    (578,887 )     (504,329 )
GENERAL AND ADMINISTRATIVE EXPENSES
    (316,528 )     (479,064 )
Profit from operations
    (640,847 )     92,451  
OTHER INCOME AND EXPENSES, net
    294,154       24,094  
FINANCIAL INCOME AND EXPENSES, net
    --       (8,294 )
Profit Loss before taxation and currency translation gain/(loss)
    (346,692 )     60,063  
TAXATION CHARGE
    --          
Taxation current
    --          
Deferred
    --          
CURRENCY TRANSLATION GAIN/(LOSS)
    --       60,063  
Net income/(loss) for the year
    (346,692 )     105,115  
OTHER COMPREHENSIVE INCOME
    --          
Total comprehensive income
    (346,692 )     165,178  
 
 
13

 
 
Net Sales
Net sales for the fiscal year ended December 31, 2011 were $1,595,943, a decrease of approximately $1.98 million compared to the net sales for the year ended December 31, 2010. The decrease in our revenues from 2010 to 2011 was due primarily to a market slow down in the first half of the year, coupled with the transition period where the Company moved its manufacturing facilities from Istanbul, Turkey to Taiwan. There was a down time of approximately 10 weeks where no production was able to be undertaken. This had a knock-on effect for reoccurring sales.

Cost of Sales

The cost of sales for the fiscal year ended December 31, 2011 was $1,341,374 compared to a cost of $2,502,037, for the cost of sales for the fiscal year ended December 31, 2010. The decrease in the cost of sales from 2010 to 2011 was due to the decrease in revenue and subsequent production in the same period. The percentage of Cost of sales against NET sales has increased by 14%. This is due to the continued cost of monthly overhead coupled with the drop in sales revenue.

   
31/12/2011
   
31/12/2010
 
             
NET SALES
   
1,595,943
     
3,577,881
 
COST OF SALES
   
(1,341,374
)
   
(2,502,037
)
As a percentage of sales
   
84
%
   
70
%

Marketing and Selling Expenses
Marketing and selling expenses for the fiscal year ended December 31, 2011 were a cost of $578,887 compared to a cost of $504,329 for the fiscal year ended December 31 2010. Marketing and selling expenses were up 15% from 2010 to 2011, which was primarily due to an increased customer base demanding MDF (market development funds) and also the “pay to play” culture in the USA. This is where a distributor or a reseller will charge the vendor a setup fee to get the products onto their system or charge for a internal training day for staff. These trends are currently becoming more common.
 
General and Administrative Expenses
General and administrative expenses for the fiscal year ended December 31, 2011 were a cost of $316,528, compared to a cost of $479,064 for the fiscal year ended December 31, 2010. General and administrative expenses decreased by 34% or $162 536 from 2010 to 2011. This decrease can be attributed to the closure of the Turkish facilities and the subsequent reduction in overhead costs after its closure in September 2011.
 
 
14

 

   
31/12/2011
   
31/12/2010
 
             
MARKETING AND SELLING EXPENSE
   
(578,887
)
   
(504,329
)
As a percentage of revenue
   
36
%
   
14
%
GENERAL AND ADMINISTRATIVE  EXPENSES
   
(316,528
)
   
(479,064
)
As a percentage of revenue
   
20
%
   
13
%

Operational Profit
The operational loss for the fiscal year ended December 31, 2011 was $640,847, compared to a profit of $92,451 for the fiscal year ended December 31, 2010. Operational profit has decreased by $733,298 from 2010 to 2011 and this can be attributed to a downturn in the markets that lead to a subsequent drop in sales revenue whilst the monthly overhead cost remained the same.

Other Income and Expenses, net
Other Income and Expenses, net have increased by $270,060 from $24,094 for the fiscal year ended December 31, 2010 to $294,154 for the fiscal year ended December 31, 2011. This increase can be attributed to the closure of the Turkish Subsidiaries and a subsequent equity gain through the cancellation of debt that the subsidiaries owed to suppliers and related parties.

Total Comprehensive Income
Our total comprehensive income has decreased by $511,870 from $165,178 profit in 2010 to a $346,692 loss in 2011. This decrease can be attributed to a downturn in the markets that lead to a subsequent drop in sales revenue.
 
CURRENT ASSETS
 
31/12/2011
   
31/12/2010
 
             
Cash and cash equivalents
    70,289       50,556  
Trade receivables, net
    240,867       705,225  
Due from related parties
    -       863,395  
Due from Shareholders
    -       50,585  
Inventories
    55,689       365,643  
Other current assets
            1,106  
                 
Total current assets
    366,845       2,036,510  
                 
NON CURRENT ASSETS
               
                 
Property, plant and equipment, net
    1,027       64,495  
Intangible assets, net
    -       25,145  
Other non current assets
    -       3,555  
Total non current assets
    1,027       93,195  
                 
TOTAL ASSETS
    367,872       2,129,705  
                 
CURRENT LIABILITIES
               
Borrowings
    -       2,351  
Trade payables
    181,984       124,745  
Due to shareholders
    -       47,257  
Due to related parties
    265,318       1,145,992  
Other current liabilities
    27,390       73,233  
                 
Total current liabilities
    474,692       1,393,578  
                 
NON CURRENT LIABILITIES
               
Borrowings
    250,000       -  
Employee termination benefits
    -       -  
Reserve for retirement pay
    -       1,842  
Share purchase advances
    -       750,000  
                 
Total non current liabilities
    250,000       751,842  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
SHAREHOLDERS' EQUITY
               
Share capital
    127,570       127,570  
Retained earnings
    -137,698       -308,463  
Net income / (loss) for the period
    -346,692       173,899  
Total shareholders’ equity
    -356,820       -7,004  
                 
TOTAL LIABILITIES AND
               
SHAREHOLDERS' EQUITY
    367,872       3,138,416  

Cash and Equivalents
Cash and equivalents have increased by $19,733 from $50,556 for the fiscal year ended December 31, 2010 compared to $70,289 for the fiscal year ended December 31, 2011. We believe a lack of working capital has hindered our growth this year and we are currently evaluating new finance facilities that should be in place in early 2012 to improve our cash situation.
 
 
15

 
 
Trade Receivables
Trade receivables for the fiscal year ended December 31, 2011 were $240,867, compared to $705,225 for the fiscal year ended December 31, 2010. Trade receivables have decreased by 464,358 from 2010 to 2011. This is the by-product of decreased revenues.

Related Party Transactions
Related party transactions NET for the fiscal year ended December 31, 2011 were $(265,318) compared to $282,597 for the fiscal year ended December 31, 2010. Related party transactions have decreased. This decreased is due to removal of inter-company transactions as both TouchIT Ed and TouchIT Tech KS have been dissolved. Furthermore, the Company no longer uses Emko Emaye as a supplier of raw materials.

   
31/12/2011
   
31/12/2010
 
             
Due from related parties
   
0
     
863,395
 
Due to related parties
   
265,318
     
1,145,992
 
NET Amount
   
(265,318)
     
282,597
 
 
Inventories
Inventories for the fiscal year ended December 31, 2011 were $55,689, compared to $365,643 for fiscal year ended December 31, 2010. Inventories have decreased from 2010 to 2011 by $309,954 reflecting our move to third party manufacture in a just in time manor rather than holding large quantities of inventory.
 
   
31/12/2011
   
31/12/2010
 
             
Total current assets
   
367,872
     
2,129,705
 

Trade Payables
Trade payables for the fiscal year ended December 31, 2011 were $181,984, compared to $124,745 for the fiscal year ended December 31, 2010. Trade Payables have increased by 45% or $57,239. This is due to the Company’s decision to move to third party manufacture and the extension of credit terms by the vendors.

Due to Related Parties
Due to related parties have decreased from 2010 to 2011 by $880,674 from $1,145,992 for the fiscal year ended December 31, 2010 to $265,318 for the fiscal year ended December 31, 2011. This was primarily due to the closure of the Turkish Subsidiaries and the subsequent cancellation of the debt that they owed to Recep Tanisman and Emko Emaye. Current related party transactions are with Kamron Inc which is Ronnie Murphy’s USA Tax entity and ASB Trading, which is Andrew Brabin’s UK Tax entity – both are used for payroll.

   
31/12/2011
   
31/12/2010
 
             
Due from related parties
   
0
     
863,395
 
Due to related parties
   
265,318
     
1,145,992
 
NET Amount
   
(265,318)
     
282,597
 
                 

Our NET Income has decreased by $511,870 from $165,178 profit in 2010 to a $346,692 loss in 2011. This decrease can be attributed to a downturn in the markets that lead to a subsequent drop in sales revenue.

   
31/12/2011
   
31/12/2010
 
             
Net income / (loss) for the period
   
(346,692)
     
165,178
 
 
 
16

 
 
Liquidity and Capital Resources

     
31/12/2011
   
31/12/2010
 
CASH FLOWS FROM OPERATING  ACTIVITIES
           
Net income
      (346,692 )     165,178  
Adjustments to reconcile net income to net cash provided
    6,615       --  
By operating activities:
            --  
 
Depreciation and amortisation
    --       17,516  
 
Provision for employee benefit
    --       801  
                   
Changes in operating assets and liabilities
               
Trade receivables, net
    1,378,337       (430,428 )
Due from shareholders
    --       (773,544 )
Due from related parties
    --          
Inventories
      309,953       (17,620 )
Other current assets
    1,106       98,467  
Other non current assets
    --       331  
Trade payables
    322,557       54,126  
Due to shareholders
    --       54,413  
Due to related parties
    --       392,276  
Other current liabilities
    (1,241,442 )     (47,386 )
Share Purchase Advances
    --       750,000  
                   
Net cash generated from (used for) operating activities
    430,434       67,197  
                   
CASH FLOWS FROM FINANCING ACTIVITIES
               
Increase/(decrease) in short-term borrowings
    --       (8,931 )
Increase/(decrease) in long-term borrowings
    (501,842 )     --  
Dividends paid
    --       --  
                   
Net cash (used for) provided from financing activities
    (501,842 )     (8,931 )
                   
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of property, plant and equipment and intangible assets
    91,141       (62,304 )
Share  capital increase
    --       --  
                   
Net cash used for investing activities
    91,141       (62,304 )
                   
NET INCREASE / (DECREASE) IN CASH AND BANKS
    19,733       (4,289 )
                   
CASH AND BANKS AT BEGINNING OF THE YEAR
    50,556       54,845  
                   
CASH AND BANKS AT END OF THE PERIOD
    70,289       50,556  

Net Income
For fiscal year ended December 31, 2011, when compared to the same period in 2010, NET income for the period our NET Income has decreased by $511,870 from $165,178 profit in 2010 to a $346,692 loss in 2011. This decrease can be attributed to a downturn in the markets that lead to a subsequent drop in sales revenue. The sales revenue continues to come predominately from TouchIT Interactive Whiteboards, or OEM models under a different name that are sold into distribution companies that in turn, supply to education.

Net Cash Generated from Operating Activities
For fiscal year ended December 31, 2011, when compared to the same period in 2010, NET cash generated from operating activities was $430,434 compared to $67,197 for the same period in 2010. This is an increase of $363,237. This increase was due to the closure of the Turkish Subsidiaries and the subsequent cancellation of the debt that they owed to Recep Tanisman and Emko Emaye.

Cash Flow Used Investing Activities
For fiscal year ended December 31, 2011, when compared to the same period in 2010, there was a NET cash flow increase of $153,445 from $(62,304) to $91,141. This increase was due to the equity gain following the closure of the Turkish Subsidiaries.

Cash Position
There was a net increase in  cash and cash equivalents of $19 733 for the beginning and the end of the period from $50,556 at the beginning of the period, to $70,289 for fiscal year ended December 31, 2011.

Off Balance Sheet Arrangements

As of December 31, 2011, there were no off balance sheet arrangements.

Item 7A
Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this Item.

Item 8
Financial Statements and Supplementary Data.

See the financial statements annexed to this annual report.
 
 
17

 
 
Item 9
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

No events occurred requiring disclosure under Item 304(b) of Regulation S-K during the fiscal year ending December 31, 2011.  
 
Item 9A
Controls and Procedures.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Andrew Brabin.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2011, our disclosure controls and procedures are effective.  There have been no significant changes in our internal controls over financial reporting during the quarter ended December 31, 2011 that have materially affected or are reasonably likely to materially affect such controls.
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the following:

·  
establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and
·  
assessing the effectiveness of internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our board of directors, management and other personnel. It was designed to provide reasonable assurance to our management, our board of directors and external users regarding the fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:
 
·  
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,
·  
provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors, and
 
 
18

 
 
·  
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
·  
establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and
·  
assessing the effectiveness of internal control over financial reporting.
 
Changes to Internal Controls and Procedures Over Financial Reporting

We will regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Changes to Internal Controls and Procedures Over Financial Reporting

We will regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Item 9B
Other Information.

None.
  
Item 10
Directors, Executive Officers and Corporate Governance

The following information sets forth the names of our current directors and executive officers, their ages as of December 31, 2011 and their present positions.

Name
  Age  
Position(s) and Office(s) Held
Andrew Stuart Brabin
 
31
 
CEO, Chief Financial Officer, and Director, Secretary and Treasurer
         
Ronald George Murphy
 
48
 
Officer and Director

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Ronald Murphy has 15 years of International Sales experience and is the former Head of World-Wide Sales for Zoom Technologies, Virtual Ink and Luidia (the two latter companies being Interactive Whiteboard Manufacturers). Ronald took all three of these companies from the low millions of revenues to the tens of millions in sales revenues in less than 4 years at each company. He also has 9 years experience in the IWB marketplace.

Mr. Murphy is President of World Wide Sales at our Company where he formulates sales strategy, actively seeks new partners, and manages the sales team. Mr. Murphy also has an active role in new product development providing the requirements from feedback he receives from the markets.

Andrew Brabin has 9 years of International Sales experience and is the former Head of European Sales for Luidia, manufacturer of the eBeam IWBs. Aside from a strong technical and product design background, Mr. Brabin is also a multi-linguist. Andrew assumed the role of CEO in October 2011 and was instrumental in the reverse merge transaction detailed in the Form 8K filed with the SEC on the 12th of May 2010.

Mr. Brabin is the CEO, CFO and President of World Wide Operations of our Company. He formulates financial, product, marketing and purchasing strategy whilst managing the activities at the 3rd party production facilities in Taiwan and China. Mr. Brabin also manages the public side of the business liaising with corporate council, the auditors and the investment community.

Directors
 
Our Bylaws authorize no less than one (1) director.  We currently have two Directors.
 
 
19

 

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our Bylaws.  Our officers are appointed by our Board of Directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers 
  
Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following  occurred  with  respect  to a present or former director, executive officer, or  employee: (1) any bankruptcy petition filed by or against any business  of which such person was a general partner or executive officer either at  the  time  of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal  proceeding  or  being subject to a pending criminal proceeding  (excluding  traffic  violations and other minor offenses); (3) being subject  to  any order, judgment or decree, not subsequently reversed, suspended or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in  any  type of business, securities or banking activities; and (4) being found by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the Commodities  Futures  Trading  Commission  to  have  violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and

Code of Ethics

As of December 31, 2011, we have adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Ethics have been posted and may be found on our Company’s website at www.touchittechnologies.com.

Item 11
Executive Compensation

Compensation Discussion and Analysis

We presently have employment agreements with all of our named executive officers and have established a system of executive compensation. Due to financial constraints typical of those faced by a company in this stage of its growth, we have not paid the officers in full for the year 2011. These costs reside in the related party transactions (as monies owed) of our financial statements. Our Company officers draw on these monies owed when we our in a position to pay them.

As our business and operations expand and mature, we expect to be able to pay our Company officers their monthly compensation in full.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
 
 
20

 
 
SUMMARY COMPENSATION TABLE 
 
Name and
principal position
 
Year
   
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Non-qualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                       
Ronald George
Murphy,
Officer and Director
   
2008
2009
2010
     
0
0
144,000
     
0
0
0
     
0
0
0
     
0
0
0
     
0
0
0
     
0
0
0
     
0
0
0
     
0
0
144,000
 
      2011       144,000       0       0       0       0       0       0       144,000  
                                                                         
Andrew Stuart
Brabin,
CEO, CFO and Director
   
2008
2009
2010
     
0
 0
144,000
     
0
0
0
     
0
0
0
     
0
0
0
     
0
 0
0
     
0
0
0
     
0
0
0
     
0
 0
144,000
 
      2011       144,000       0       0       0       0       0       0       144,000  

Narrative Disclosure to the Summary Compensation Table

In 2008 and 2009, the officers and directors did not draw salaries and only out of pocket business expenses were paid. Due to financial constraints typical of those faced by a company in this stage of its growth, we have not paid the officers in full for the year 2011. These costs reside in the related party transactions (as monies owed) of our financial statements. Our Company officers draw on these monies owed when we our in a position to pay them.
 
Employment Agreements with Executive Officers
Mr. Brabin, and Mr. Murphy have entered into employment agreements with our Company effective May 10, 2010. The agreements provide for a three year term with an automatic renewal for an additional year unless either party provides a written notice of non-renewal.

Andrew Brabin
The agreement provides for an annual base salary of $144,000.00. In addition, Mr. Brabin is entitled to receive an annual bonus determined by the Board of Directors along with vacation days and reimbursement for all reasonable business expenses. In the event that Mr. Brabin’s employment is terminated without cause (as defined in the agreement), change of control (as defined in the agreement), disability, or by the employee for good reason, then Mr. Brabin is entitled to an amount equal to his base salary as of his last day of employment for a period of 36 months from the date of termination. In the event that Mr. Brabin’s employment is terminated for cause or other than for good reason, he is entitled to any base salary earned but not paid through the date of termination, plus any accrued vacation time, and any other monies owed to him by the Company.

Ronald Murphy
The agreement provides for an annual base salary of $144,000.00. In addition, Mr. Murphy is entitled to receive an annual bonus determined by the Board of Directors along with vacation days and reimbursement for all reasonable business expenses. In the event that Mr. Murphy’s employment is terminated without cause (as defined in the agreement), change of control (as defined in the agreement), disability, or by the employee for good reason, Mr. Murphy is entitled to an amount equal to his base salary as of his last day of employment for a period of 36 months from the date of termination. In the event that Mr. Murphy’s employment is terminated for cause or other than for good reason, he is entitled to any base salary earned but not paid through the date of termination, plus any accrued vacation time, and any other monies owed to him by the Company.
 
Grants of Plan Based Award
None.

Outstanding Equity Awards At Fiscal Year-end Table
None.
 
 
21

 

Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION
 
 
 
 
 
Name
 
Fees Earned or
Paid in
Cash
($)
   
 
 
Stock
Awards
($)
   
 
 
Option Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Non-Qualified
Deferred
Compensation
Earnings
($)
   
 
All
Other
Compensation
($)
   
 
 
 
Total
($)
 
Andrew Brabin
    144,000       0       0       0       0       0     $ 144,000  
Ronald Murphy
    144,000       0       0       0       0       0     $ 144,000  
 
Narrative Disclosure to the Director Compensation Table

Due to financial constraints typical of those faced by a company in this stage of its growth, the company has not paid the officers in full for 2011. These costs reside in the related party transactions (as monies owed) of our financial statements. The company officers draw on these monies owed when the company is in a position to pay them.

Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans
None.

Security Ownership of Certain Beneficial Owners
The following table sets forth, as of December 31, 2011, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 55,839,419 shares of common stock issued and outstanding on December 31, 2010.

 
Title of class
 
 
Name of beneficial owner
 
Amount of
beneficial ownership
 
Percent
of class*
             
Common
 
Andrew Brabin, UK
 
16,110,000
 
 28.85%
Common
 
Ronald Murphy, USA
 
16,110,000
 
28.85%
Common
 
Total all executive officers and directors
 
32,220,000
 
57.70%
             
Common
 
5% Shareholders
 
None
 
None
     
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
 
The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
 
 
22

 

Item 13
Certain Relationships and Related Transactions, and Director Independence.

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Any of our directors or officers;

Any person proposed as a nominee for election as a director;

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

Any of our promoters; and

Any relative or spouse of any of the foregoing persons who has the same house address as such person.
 
Item 14
Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended December 31
 
Audit Services
   
Audit Related Fees
   
Tax Fees
   
Other Fees
 
                                 
2011
  $ 12,000     $       $ 0     $ 0  
2010
  $ 16,600     $       $ 0     $ 0  
2009
  $ 0     $       $ 0     $ 0  
 
We did not incur audit costs until 2010 with the preparation for the reverse merger transaction detailed in the Form 8K filed with the SEC on May 12th 2010.

PART IV

Item 15
Exhibits, Financial Statements Schedules

(a) Documents Filed. The following documents are filed as part of this Annual Report Form 10-K or incorporated by reference as indicated:

1.  Financial Statements. The financial statements of TouchIT Technologies, Inc.
 
 
2. Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report on Form 10-K, which is incorporated herein by reference.
 
 
23

 
 
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
 
Exhibit Number  
Description
   
3.1  
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 12, 2010)
   
3.2
Bylaws of TouchIT Technologies, Inc. (incorporated by reference to Exhibit 3.2 of Form S-1 filed May 29, 2008)
   
10.1
Share Exchange Agreement (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 12, 2010)
   
10.2
The Credit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed February 23, 2011)
   
31.1*
Certification of Principal Executive Officer
   
31.2*
Certification of Principal Financial Officer
   
32.1*
Certification of Chief Executive Officer and Chief Financial Officer
 
101.INS*
XBRL Instance Document 
   
101.SCH*
XBRL Taxonomy Extension Schema Document 
   
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document. 
   
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document. 
   
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document. 
   
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document. 
 
* Filed herewith
 
 
 
F-1

 
 
Edward Richardson Jr., CPA
 
15565 Northland Drive Suite 508 West
 
Southfield, MI. 48075
 
248-559-4514
 
Independent Auditor's Report
 

 
April 2, 2012
 
Board of Directors
 
TouchIT Technologies, Inc.
 
100 West Beaver Road, Suite 200
 
Troy, MI. 48084
 
I have audited the accompanying balance sheet of TouchIT Technologies, Inc. as of December 31, 2011 and the related statements of income, retained earnings, changes in stockholder’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
 
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
 
In my opinion, the financial statements referred to above present fairly, in all material aspects, the statement of financial position of TouchIT Technologies as of December 31, 2011, and the statement of activities, changes in stockholder’s equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 
/S/ Edward Richardson Jr., CPA
 
 
F-2

 
 
TOUCHIT TECHNOLOGIES, INC
 
BALANCE SHEETS
 
FOR THE PERIODS ENDED 31 DECEMBER 2011, 2010, 2009 AND 2008
 
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
             
CURRENT ASSETS
 
12/31/2011
   
12/31/2010
 
             
Cash and cash equivalents
    70,289       50,556  
Trade receivables, net
    240,867       705,225  
Due from related parties
    -       863,395  
Due from Shareholders
    -       50,585  
Inventories
    55,689       365,643  
Other current assets
            1,106  
                 
Total current assets
    366,845       2,036,510  
                 
NON CURRENT ASSETS
               
                 
Property, plant and equipment,net
    1,027       64,495  
Intangible assets, net
    -       25,145  
Other non current assets
    -       3,555  
                 
Total non current assets
    1,027       93,195  
                 
                 
TOTAL ASSETS
    367,872       2,129,705  
                 
                 
CURRENT LIABILITIES
               
Borrowings
    -       2,351  
Trade payables
    181,984       124,745  
Due to shareholders
    -       47,257  
Due to related parties
    265,318       1,145,992  
Other current liabilities
    27,390       73,233  
                 
Total current liabilities
    474,692       1,393,578  
                 
                 
NON CURRENT LIABILITIES
               
Borrowings
    250,000       -  
Employee termination benefits
    -       -  
Reserve for retirement pay
    -       1,842  
Share purchase advances
    -       750,000  
                 
Total non current liabilities
    250,000       751,842  
                 
                 
COMMITMENTS AND CONTINGENCIES
               
                 
SHAREHOLDERS' EQUITY
               
Share capital
    127,570       127,570  
Retained earnings
    (137,698 )     (308,463 )
Net income / (loss) for the period
    (346,692 )     173,899  
                 
Total shareholders’ equity
    (356,820 )     (7,004 )
                 
TOTAL LIABILITIES AND
               
SHAREHOLDERS' EQUITY
    367,872       3,138,416  
 
 
F-3

 
 
TOUCHIT TECHNOLOGIES, INC
 
COMBINED STATEMENTS OF COMPREHENSIVE INCOME
 
FOR THE PERIODS ENDED 31 DECEMBER 20010, 2009 AND 2008
 
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
             
             
             
   
12/31/2011
   
12/31/2010
 
             
NET SALES
    1,595,943       3,577,881  
COST OF SALES
    (1,341,374 )     (2,502,037 )
Gross profit
    254,569       1,075,844  
MARKETING AND SELLING EXPENSE
    (578,887 )     (504,329 )
GENERAL AND ADMINISTRATIVE  EXPENSES
    (316,528 )     (479,064 )
Profit from operations
    (640,847 )     92,451  
OTHER INCOME AND EXPENSES,net
    294,154       24,094  
FINANCIAL INCOME AND EXPENSES, net
    --       (8,294 )
Profit Loss before taxation and currency translation gain/(loss)
    (346,692 )     60,063  
TAXATION CHARGE
    --          
Taxation current
    --          
Deferred
    --          
CURRENCY TRANSLATION GAIN/(LOSS)
    --       60,063  
Net income/(loss)  for the year
    (346,692 )     105,115  
OTHER COMPREHENSIVE INCOME
    --          
Total comprehensive income
    (346,692 )     165,178  
 
 
F-4

 
 
TOUCHIT TECHNOLOGIES, INC
 
STATEMENT OF CASH FLOWS
 
FOR THE PERIODS ENDED 31 DECEMBER 2011, 2010, 2009 AND 2008
 
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
   
             
   
12/31/2011
   
12/31/2010
 
CASH FLOWS FROM OPERATING  ACTIVITIES
           
Net income
    (346,692 )     165,178  
Adjustments to reconcile net income to net cash provided
    6,615       --  
By operating activities:
            --  
Depreciation and amortisation
    --       17,516  
Provision for employee benefit
    --       801  
                 
Changes in operating assets and liabilities
               
Trade receivables, net
    1,378,337       (430,428 )
Due from shareholders
    --       (773,544 )
Due from related parties
    --          
Inventories
    309,953       (17,620 )
Other current assets
    1,106       98,467  
Other non current assets
    --       331  
Trade payables
    322,557       54,126  
Due to shareholders
    --       54,413  
Due to related parties
    --       392,276  
Other current liabilities
    (1,241,442 )     (47,386 )
Share Purchase Advances
    --       750,000  
                 
Net cash generated from (used for)  operating activities
    430,434       67,197  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Increase/(decrease) in short-term borrowings
    --       (8,931 )
Increase/(decrease) in long-term  borrowings
    (501,842 )     --  
Dividends paid
    --       --  
                 
Net cash (used for) provided from  financing activities
    (501,842 )     (8,931 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of property, plant and equipment and intangible assets
    91,141       (62,304 )
Share  capital increase
    --       --  
                 
Net cash used for investing activities
    91,141       (62,304 )
                 
NET INCREASE / (DECREASE) IN CASH AND BANKS
    19,733       (4,289 )
                 
CASH AND BANKS AT BEGINNING OF THE YEAR
    50,556       54,845  
                 
CASH AND BANKS AT END OF THE PERIOD
    70,289       50,556  
 
 
F-5

 
 
TOUCHIT TECHNOLOGIES, INC.
 
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
 
FOR THE PERIOD ENDED DECEMBER 31, 2011
 
                                                             
                                                         
Total
 
                                                   
Retained
   
Stockholder's
 
   
Common Stock
   
Preferred Stock
   
Paid-in Capital
   
Treasury Stock
   
Earnings
   
Equity
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Amount
   
Amount
 
                                                             
Balance at January 1, 2011
    55,839,419     $ 127,570     $ -     $ -       -     $ -       -     $ -     $ (143,285 )   $ (15,715 )
                                                                                 
Net Income
    -       -       -       -       -       -       -       -       (346,692 )     (346,692 )
                                                                                 
Capital Transactions
    -       -       -       -       -       -       -       -       -       -  
                                                                                 
Prior Period Adjustments
    -       -       -       -       -       -       -       -       5,588       5,588  
                                                                                 
Balance at December 31, 2011
    55,839,419     $ 127,570     $ -     $ -       -     $ -       -     $ -     $ (484,389 )   $ (356,819 )
 
 
F-6

 
 
TOUCHIT TECHNOLOGIES, INC
 
NOTES TO THE FINANCIAL STATEMENTS
 
FOR THE PERIOD ENDED DECEMBER 31, 2011
 
1.  
OPERATIONS OF THE COMPANY:

General
 
TouchIT Technologies, Inc. (the “Company”) was incorporated in the State of Nevada as “Hotel Management Systems, Inc.”.  On May 7, 2010, the Company entered into a share exchange agreement, with TouchIT Technologies Koll Sti (“TouchIT Tech KS”), TouchIT Education Koll Sti (“TouchIT Ed”)(“TouchIT Ed” and together with TouchIT Tech KS, “TouchIT”), and the stockholders of TouchIT Tech KS and Touch Ed.  Both TouchIT Tech KS and TouchIT Ed are corporations formed under the laws of Turkey and are based in Istanbul, Turkey. The closing of the transaction (the “Closing”) took place on May 7, 2010 (the “Closing Date”), all as disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 24, 2010.  See “Recent Developments”.  Subsequently, the Registrant amended its Articles of Incorporation to change its name to TouchIT Technologies, Inc., as disclosed in a Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2010.
 
Organization
 
Pursuant to the terms of the Share Exchange Agreement, Hotel Management issued a total of 48,330,000 shares of their common stock, par value USD 0.001 per share (the “Common Stock”) to the shareholders of Touch IT Technology and Touch It Education in exchange for the transfer of 100% of the shares of Touch IT Tech and Touch IT Education to Hotel Management. This exchange transaction resulted in Touch IT Technologies and Touch IT Education becoming Hotel Management. The wholly-owned subsidiaries and the stockholders of TouchIT Turkey own approximately 78.93% of the Hotel Management’s issued and outstanding stock, prior to any financing.
 
Simultaneously with the closing of the Share Exchange Agreement, on May 7, 2010, Management entered into a Subscription Agreement (the “Subscription Agreement”) with investors for the sale of shares up to the value of USD 1,500,000 (the Purchase Price”). As a result USD 750,000 of the Purchase Price was recognized in TouchIT education’s balance sheet as a future obligation to one of the investors.
Average number of employees of the Company as of December 31, 2011 and December 31, 2010 is five.
 
Description of Business
 
TouchIT Technologies, Inc is a designer, producer and marketer of touch-based visual communication products. The Company manufactures a large range of touch screen and touch board products containing TouchIT's proprietary technology to suit all types of applications, from small LCD touch-screens to large interactive whiteboard displays and audience response systems, with applications to several industry segments including education, business, and government. For more information, please visit the Company's Website: www.touchittechnologies.com.
 
2.  
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
In January 2010, the FASB issued an amendment to ASC, “Fair Value Measurements and Disclosure,” to require entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2  fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair measures which are effective for fiscal years beginning after December 15, 2010, its adoption will not have a material impact on the Company’s financial statements.
 
3.  
BASIS OF PRESENTATION
 
The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America. The Company’s fiscal year ends on December 31.
 
4.  
SIGNIFICANT ACCOUNTING POLICIES:
 
Cash and Cash Equivalents
 
Cash equivalents consist of highly liquid investments, which are readily convertible into, cash, with original maturities of three months or less.
 
 
F-7

 
 
Basis of Accounting
 
The Company uses the accrual basis of accounting.
 
Accounts Receivable – Recognition of Bad Debt
 
The Corporation considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made.
 
Revenue recognition
 
The company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services are rendered, the sales price is terminable, and collectability is reasonably assure. Revenue typically is recognized at the time of shipment. Sales are recorded net of discounts, rebates, and returns.
 
Inventories
 
Inventories are stated at the lower of cost or market. Costs, including an appropriate portion of fixed and variable overhead expenses are assigned to inventories by the method most appropriate to the particular class of inventory being valued on the weighted average basis.
 
Related Parties
 
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making the financial and operating decisions. For the purpose of these financial statements shareholders are referred to as related parities. Related parties are also included individuals that are principle owners, management and members of the Company’s Board of Directors and their families.
 
Capitalization
 
All costs incurred over $500 are capitalized. Costs which lengthen the life of a fixed asset are capitalized and depreciated over the extended life of the asset.
 
Depreciation
 
Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Assets reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less that the carrying amount of the asset, a loss is recognized for the difference.
 
Taxation
 
The Company has elected to be treated as a regular “C” corporation; therefore, the corporation , not the stockholders, will pay income taxes.
 
Leases
 
Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
 
Comprehensive Income
 
In June 1997, the Financial Accounting Standard Board issued SFAS No. 130, “Reporting Comprehensive Income.” SFAS No. 130 is effective for years beginning after June 15, 1997. This statement provides reporting standards of comprehensive income and its components and requires that all components of comprehensive income be reported in the financial statements in the period in which they are recognized. The Company has adopted the provisions of SFAS No. 130 in its financial statements and adoption of this statement did not have any effect.
 
Financial Instruments
 
Fair value is defined as the price that would be received to sell an assets or paid to transfer a liability in an orderly transaction between participants at the measurement date (i.e., an exit price). The guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority
 
To unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
 
Level 1 – Quoted, active market prices for identical assets or liabilities. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers of brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The Company did not have any Level 1 assets or liabilities.
 
Level 2 – Observable inputs other than Level 1, such as quoted market prices for similar assets or liabilities, quoted for identical or similar assets in inactive markets, and model derived valuations in which all significant inputs are observable in active markets. The Company did not have any Level 2 assets or liabilities.
 
Level 3 – Valuation techniques in which one or more significant inputs are observable in the market. The Company did not have any Level 3 assets or liabilities.
 
 
F-8

 
 
 
5.  
CASH AND CASH EQUIVALENTS
 
As of December 31, 2011 and December 30, 2010, cash and cash equivalents comprised were comprised of the following:
 
      31.12.2011       31.12.2010  
                 
                 
Cash on Hand
  $ 0     $ 0  
Banks
  $ 70,289     $ 50,566  
                 
Total
  $ 70,289     $ 50,566  
 
6.  
TRADE RECEIVABLES
 
As of December 31, 2011 and December 30, 2010, trade receivables comprised were comprised of the following:
 
      31.12.2011       31.12.2010  
                 
                 
Trade Receivables
  $ 240,867     $ 705,255  
Provision for doubtful accounts
  $ (0 )   $ (0 )
   
­­
         
Total
  $ 240,867     $ 705,255  
 
7.  
RELATED PARTY TRANSACTIONS:
 
In the course of conducting its business, the Company conducted various business transactions with related parities on commercial terms.
 
Related parties and shareholders balances and transactions have been presented as follows:
 
Due from related parties
    31.12.2011       31.12.2010  
                 
Emko Yazi Tahalari ve Egitim Gerecleri A.S.
  $ 0     $ 276,087  
Touch IT Technologies Koll. Sti.. Ronald George Murphy ve Ortaklari
  $ 0     $ 587,308  
                 
Total
  $ 0     $ 863,395  
 
Due from shareholders
    31.12.2011       31.12.2010  
                 
                 
Andrew Stuart Brabin
  $ 0     $ 7,181  
Recep Tanisman
  $ 0     $ 43,404  
                 
Total
  $ 0     $ 50,585  
 
 
F-9

 
 
Due to related parties
    31.12.2011       31.12.2010  
                 
                 
Kamron, Inc.
  $ 159,064     $ 86,555  
ASB Trading
  $ 106,254     $ 54,420  
TouchIT Technologies Dis Tic Koll Sirketi
  $ 0     $ 587,308  
Emko Emaye ve Yazi Tahtalari
  $ 0     $ 417,709  
                 
Total
  $ 265,318     $ 1,145,992  
 
Due to shareholders
    31.12.2011       31.12.2010  
                 
                 
Ali Riza Tanisman.
  $ 0     $ 32,312  
Recep Tanisman
  $ 0     $ 379  
Andrew Stuart Brabin
  $ 0     $ 14,566  
                 
Total
  $ 0     $ 47,257  
 
Major purchases from related parties
    31.12.2011       31.12.2010  
                 
                 
Touch It Technologies Koll Sti Ronald George Murphy ve Ortakari
  $ 0     $ 148,756  
TouchIT Education Technologies Dis Tic Koll Sti
  $ 0     $ 141,260  
Emko Emaye ve Yazi Tahtalari
  $ 0     $ 333,480  
                 
Total
  $ 0     $ 623,496  
 
Major sales to related parties
    31.12.2011       31.12.2010  
                 
                 
TouchIT Education Technologies Dis Tic Koll Sti
  $ 0     $ 148,756  
Emko Emaye ve Yazi Tahtalari
  $ 0     $ 0  
Emko Yazi Tahalari ve Egitim Gerecleri A.S
  $ 0     $ 372,956  
Touch IT Technologies Koll. Sti Ronald Geroge Murphy ve Ortakari
  $ 0     $ 127,340  
                 
Total
  $ 0     $ 649,052  
 
Service provided by
    31.12.2011       31.12.2010  
                 
Kamron, Inc.
  $ 159,064     $ 170,465  
Andrew Stuart Brabin
  $ 0     $ 103,527  
ASB Trading
  $ 106,254     $ 0  
                 
Total
  $ 265,318     $ 273,992  
 
 
F-10

 
 
8.  
INVENTORIES
 
      31.12.2011       31.12.2010  
                 
                 
Trade goods
  $ 55,689     $ 365,643  
Advances given for purchases
  $ 0       0  
                 
Total
  $ 55,689     $ 365,643  
 
9.  
OTHER CURRENT ASSETS
 
As of December 31, 2011 and December 30, 2010, other receivables comprised of the following:
 
      31.12.2011       31.12.2010  
                 
                 
Prepaid Expense
  $ 0     $ 0  
Advances given to personnel
  $ 0     $ 1,106  
                 
Total
  $ 0     $ 1,106  
 
10.  
NON-CURRENT ASSETS
 
As of December 31, 2011 and December 31, 2011 non current assets comprised of the following:
 
      31.12.2011       31.12.2010  
                 
Property, Plan and Equipment, net
  $ 1,027     $ 64,495  
Intangible Assets, Rights net
  $ 0     $ 25,145  
Other
  $ 0     $ 3,555  
Accumulated Depreciation
  $ 0     $ 0  
Total
  $ 1,027     $ 93,195  
 
Rights represent the operating licenses obtained from the Under Secretariat of the Prime Ministry for Foreign Trade. The validation date of the license has been extended from 10 to 15 years in 2010.
 
11.  
TRADE PAYABLES
 
As of December 31, 2011 and December 31, 2010, trade payables were comprised of the following:
 
      31.12.2011       31.12.2010  
                 
Suppliers
  $ 181,984     $ 124,745  
Totals
  $ 181,984     $ 124,745  
 
 
F-11

 
 
12.  
OTHER CURRENT LIABILITIES
 
As of December 31, 2011 and December 31, 2010, other current liabilities of the following:
 
      31.12.2011       31.12.2010  
                 
Other Current Liabilities
  $ 27,390     $ 73,233  
                 
                 
                 
                 
                 
Total
  $ 27,390     $ 73,233  
 
13.  
CAPITAL STOCK
 
The issued share capital of the Company is respectively for the period ended at December 31, 2011 and 2010 is comprised of the following:
 
      31.12.2011       31.12.2010  
   
Insider
   
Insider
 
   
Holdings
   
Holding