10-Q 1 wt_10q-80331.htm FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2008 wt_10q-80331.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ X ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

or

[     ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________
 
Commission File Number: 000-21956
 
WATCHIT TECHNOLOGIES, INC.
 
 
(Exact name of registrant as specified in its charter)
 

 
Nevada
 
26-0591055
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
         
 
1 Town Square Blvd,, Suite 347, Asheville, North Carolina
 
28803
 
 
(Address of principal executive offices)
 
(Zip Code)
 

 
(828) 681-8085
 
 
(Registrant’s telephone number, including area code)
 

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ]   Yes                      [     ]   No

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


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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of outstanding shares of common stock as of May 21, 2008, 220,147,711.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
(Check One):
 
Large accelerated filer   [     ]
Accelerated filer   [     ]
   
Non-accelerated filer   [     ]  (Do not check if a smaller reporting company)
Smaller reporting company   [ X ]



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

WatchIt Technologies, Inc.
 
Index
 

 
Part I.  Financial Information
 
 
Page
 
Number
   
Item 1.  Financial Statements (Unaudited)
 
   
Condensed Consolidated Balance Sheets as of March 31, 2008 and September 30, 2007
3
   
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007
5
   
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
6
   
Notes to the Condensed Consolidated Financial Statements
7
   
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
9
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
10
   
Item 4.  Controls and Procedures
10
   
Part II. Other Information
 
   
Item 1.  Legal Proceedings
10
   
Item 2.  Changes in Securities and Use of Proceeds
10
   
Item 3.  Defaults upon Senior Securities
10
   
Item 4.  Submission of Matters to a Vote of Security Holders
10
   
Item 5.  Other Information
10
   
Item 6.  Exhibits and Reports on Form 8-K
11
   
Signatures
11
 
 
2

WatchIt Technologies, Inc.
 
Condensed Consolidated Balance Sheet
 
(Unaudited)
 
             
(in thousands)
 
March 31,
   
September 30,
 
   
2008
   
2007
 
             
ASSETS
           
             
Current assets
           
Cash and cash equivalents
 
$
3
   
$
1
 
Related party receivables
   
0
     
0
 
Prepaid expenses and other
               
current assets
   
59
     
945
 
                 
Total current assets
 
$
62
   
$
946
 
                 
Property and equipment, net
 
$
1
   
$
1
 
                 
Other Assets
               
Licensing Agreements
   
356
     
356
 
Good Will
   
600
     
600
 
Total Other Assets
   
956
     
956
 
                 
Total assets
 
$
1,020
   
$
1,902
 


 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

 
WatchIt Technologies, Inc.
 
Condensed Consolidated Balance Sheet
 
(Unaudited)
 
             
(in thousands)
 
March 31,
   
September 30,
 
   
2008
   
2007
 
             
LIABILITIES and STOCKHOLDER EQUITY
           
             
Current liabilities
           
Accounts payable and accrued expenses
 
$
19
   
$
7
 
and other taxes payable
               
                 
Short term Payables
   
313
     
233
 
                 
Total current liabilities
 
$
332
   
$
240
 
                 
Long-term debt, non-current portion
           
0
 
                 
Total Long Term Liabilities
           
0
 
                 
Total liabilities
 
$
332
   
$
240
 
                 
Stockholders' equity (deficit)
               
Series A Preferred, $.0001
               
par value 10,000,000 authorized
               
2,587,288 and 0 shares issued respectively
 
$
0
   
$
0
 
                 
Series B Preferred, $.0001
               
par value 10,000,000 authorized
               
727,617 and 0 shares issued respectively
   
0
     
0
 
                 
Common stock, $0.0001 par
               
value, 500,000,000 shares
               
authorized 220,147,711 and
               
104,643,788 shares issued respectively
   
22
     
11
 
Additional paid-in capital
   
21,807
     
22,568
 
Retained earnings
   
(20,688
)
   
(20,483
)
Treasury stock, 72,589
               
shares, at cost
   
(434
)
   
(434
)
Total stockholders' equity (deficit)
 
$
707
   
$
1,662
 
                 
Total liabilities and Stockholders Equity
 
$
1,020
   
$
1,902
 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.
4

 
WatchIt Technologies, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
 
(in thousands, except per share amounts)
 
March 31
   
March 31
 
   
2008
   
2007
 
             
Revenues:
           
Cost of sales
           
Gross profit
           
             
Operating costs and expenses
           
Salary & Consulting Expense
 
$
0
   
$
0
 
General Administration
   
20
     
24
 
Total operating expenses
   
20
     
24
 
                 
Operating loss
 
$
(20
)
 
$
(24
)
                 
Other income (expense)
               
Interest expense
   
1
     
0
 
Settlement Expense
           
250
 
                 
Total other income (expense)
   
1
     
0
 
                 
                 
Net income (loss)
 
$
(21
)
 
$
(274
)
                 
Basic and diluted earnings (loss) per common share
               
      Basic earnings per common share:  
 
$
(0.0016
)
 
$
.00
 
      Diluted earnings per common share:  
 
$
(0.0006
)
 
$
.00
 
                 
Weighted average shares outstanding Basic
   
121,657,392
     
4,899
 
Weighted average shares outstanding Basic
   
287,422,792
     
0
 

 
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
(in thousands)
 
December 31,
   
December 31,
 
   
2007
   
2006
 
             
Cash flows from operating activities
           
Net income (loss)
 
$
(21
)
 
$
(274
)
Adjustments to reconcile net Income (loss) to net cash
               
Depreciation and amortization
           
0
 
                 
Decrease in receivables
   
0
     
0
 
                 
Settlement Expense
           
250
 
                 
Prepaid expenses and other current assets
   
(3
   
35
 
                 
Account Payable
   
(50
       
                 
Current Liabilities
   
60 
     
(24
Net cash provided (used) by operating activities
 
$
(15
 
$
(13
)
                 
Cash flows from investing activities
               
Repayment of notes receivable
           
0
 
Capital expenditures
   
0
     
0
 
Acquisition of licensing agreements and goodwill
   
0
         
Proceeds from sale of property and equipment
           
0
 
Net cash provided (used) by investing activities
 
$
0
   
$
0
 
                 
Cash flows from financing activities
               
New borrowings
   
.0
     
0
 
Net proceeds from stock issuances
   
10
     
151
 
Reduction of long-term debt
   
0
     
0
 
Net cash provided (used) by financing activities
 
$
10
   
$
0
 
                 
Net increase (decrease) in
               
cash and cash equivalents
 
$
(5
 
$
(117
)
                 
Cash and cash equivalents, beginning of period
 
$
8
   
$
13
 
                 
Cash and cash equivalents, end of period
 
$
3
   
$
0
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

 
 
 
The accompanying unaudited condensed consolidated financial statements of WatchIt Technologies, Inc. referred to as the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany balances and transactions have been eliminated. These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. It is recommended that these interim unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007.
 
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended December31, 2007 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending September 30, 2008.
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
 
Note B - Resumption of Operations
 
WatchIt Technologies reemerged as an operating company with the signing of a licensing agreement and joint venture agreement with Child Watch of North America. Child Watch is a non-profit company that focuses on the search, rescue, and recovery of children who are missing in North America, as well as mentoring and assisting with the reintegration of children that are located. Child Watch is a 501(c)(3) Tax-exempt charity and is a publicly supported organization as defined in sections 509 (a) and 170 (b)(1)(A)(vi) of the Internal Revenue Service Code.
 
Jointly, Child Watch of North America and WatchIt Technologies agreed to create the Child Watch Network. The Child Watch Network (CWN) will be provided through "Point of Sale" digital signage systems in various commercial areas nationwide. WatchIt Technologies signed an agreement with Humware Media Corp. a Denver, Colorado based digital signage company. Humware is to create and maintain the backbone of the Child Watch Network.  Humware Media ceased operations during the last quarter of 2007. In anticipation of this closure the Company purchased the digital signage administration system from Digital Fusion Television, LLC. The Company entered into a contract with Adcentricity to sell ads on behalf of the Child Watch Network.  The Company will recoginize revenue genenerated on a pro-rata basis based on the length of the contract. Revenue will be recorded on a gross sales basis and fees by Adcentricity will be recorded as a cost of sales.
 
Note C - Common Stock Transactions
 
During February 2008, the Company issued 100,000,000 shares of common stock to Dan Shuck for reduction of debt..

On February 26, 2007, WatchIt Technologies Incorporated’s previous Board of Directors (the “Previous Board”) resigned from the Company and its current board members were elected (the “Board”).  Subsequent to their election, the Board undertook an internal investigation into the Previous Board’s management of the Company. The Board’s internal investigation discovered evidence of mismanagement by Evans’s Previous Board, including the unauthorized issuance of over 31,000,000 shares of Evans’s stock to Homeland Integrated Security System, Inc.  In order to recover for the losses incurred as a result of the Previous Board’s mismanagement, on August 1, 2007, Evans filed a complaint in the United States District Court for the Northern District of Texas, which alleges that the individual members of the Previous Board breached their duties to Evans and violated the Federal Securities Laws.  Evans intends to vigorously pursue its claims against the Previous Board.
 
Note D- Basic and Diluted Earnings (Loss) Per Common Share
 
Basic and diluted earnings (loss) per share for the three and nine months ending March 31, 2008 and 2007 were computed using 121,657,392 and 4.899 weighted average common shares outstanding, respectively. Stock options and warrants were not included in the computation of diluted loss per common share for the three months ended March 31, 2008 and 2007 since they would have resulted in an antidilutive effect on loss from continuing operations. At March 31 2008, the Company had aggregate 220,147,711 shares of common stock issued. The Company is authorized to issue up to 500,000,000 shares of common stock.
 
 Note E - Contingent Liabilities
 
The Company is subject to litigation, primarily as a result of vendor claims, in the ordinary conduct of its operations. As of March 31, 2008, the Company had no knowledge of any legal proceedings, except as described below, that, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.
 
7

 
 
 On June 22, 2002, the Company issued to JPMorgan Chase Bank a non-interest bearing $2,000,000 contingent note. Under the terms of the contingent note, the note is payable only upon the occurrence of each of the following conditions:
 
(i) the closing bid price of the Company's common stock exceeds $5.00 for 180 consecutive trading days; (ii) the Company's debt to equity ratio shall be less than 50%; (iii) the Company's revenue/debt ratio shall be less than 0.05, and
 
(iv) the Company's interest burden coverage shall be greater than 20 times. Should all of these conditions be met, the note would have a maturity date of 5 years from the date such conditions are met. Should the payment conditions not be met by June 21, 2012, the note will be automatically null and void. The contingency note's purpose was for JPMorgan, for having made prior concessions to the Company, to participate in any financial windfall of the Company, should such an eventuality occur. It is management's opinion that it is very unlikely this note will become effective prior to the termination date.
 
Note H - Management's Plans
 
The Company has been notified that as a result of the Company's failure to timely file recent periodic reports with the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) caused the Company’s Common Stock to cease to be quoted on the Over the Counter Bulletin Board, the net effect of which was to cause the shares to be listed on the Pink Sheets. On behalf of the Company, a Market-Maker submitted a form 15c211 during February 2008. Upon acceptance of the filing by FINRA, the Company will once again be listed on the Over the Counter Bulletin Board.
 
Management continues to implement the digital signage network both in the Child Watch Network as well as the WIN Network. Management is also exploring a more advanced network using different technology. This endeavor is outside the two existing digital signage networks.

There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.
 
Note I- Segment Reporting
 
Under SFAS 131, "Disclosure about Segments of an Enterprise and Related Information", the Company has no reportable segments: As discussed in Notes 2, 3 and 4, the Company ceased operations of its Texas convenience stores segment, environmental remediation services segment and Texas Petroleum Marketing segment. Such operations have been reflected as discontinued operations and prior periods have been restated. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on operating income (loss). Intersegment sales and transfers are accounted for as if such sales or transfers were to third parties; that is, at current market prices.
 
Note J - Subsequent Events
 
In January 2008, the Board under took an investigation of the acquisition of BMA Partners, Inc. At the conclusion of that investigation it was determined that BMA Partners, Inc. failed to disclose material events regarding BMA Partners, Inc.’s financial liabilities. The Board has determined these material non-disclosures render the Acquisition Agreement between BMA Partners, Inc and WatchIt Technologies, Inc. dated September 27, 2007 null and void.  WatchIt Technologies is seeking full restitution of all benefits conferred upon the shareholders of BMA Partners, Inc.
 
On February 8, 2008, as a result of the failure to disclose material events related to the BMA Partners, Inc acquisition the Board of Directors terminated the employment contract of Don Wood, Chief Operating Officer of WatchIt Technologies, Inc.
 
On February 6, 2008 by a proxy vote of the majority of the shareholders a new Board of Directors was elected. The new Board consists of Frank A. Moody, II and Gary Musselman. Both of these individuals served on the Board during 2007.
 
8

 
 
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward-looking statements included herein, readers are urged to carefully read those statements. When used in the Quarterly Report on Form 10-Q, the words "estimate," "anticipate," "expect," "believe," and similar expressions are intended to be forward-looking statements.
 
Application of Critical Accounting Policies
 
We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.
 
In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
 
Revenue Recognition
 
The Company's policy is to prepare its financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles. The Company is currently not generating revenue. Revenue will be generated from the sale of advertisement through the Child Watch Network. Revenue will be recognized on a pro-rata basis over the life of an advertising contract.
 
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability that result in revisions to costs are recognized in the period in which the changes are determined. Because of the inherent uncertainties in estimating, it is at least reasonably possible that such changes will occur within the near term.
 
Results of Operations
 
Operating expenses increased over the same period last year as a result of the Company incurring costs to initiate the Child Watch Network,  to defend itself in the litigation involving its former management, Big Apple Consulting USA and Homeland Integrates Security Systems and to pay all past due interest on its debt. Expenses decreased from $24,000 for the three months ended March 31, 2007 to $20,000 for the three months ended March 31, 2008. Expenses remained approximately the same as management is resolving past issues of the company..
 
Capital Resources and Liquidity
 
Cash and cash equivalents were $3,000 and $0 at March 31, 2007 and 2006, respectively. The Company had stockholder equity of $707,000 at March 31, 2008, as compared with stockholder equity of $1,662,000 at September 30, 2007. The reduction in equity primarily results form the decrease in share price and the resulting impact of Pre-Paid expenses being eliminated.
 
Cash used by operating activities was $15,000 for the three months ended March 31, 2008 Cash used by financing activities was $10,000. Reduction of non-cash prepaid expenses and a corresponding reduction stockholder equity 10,000 occurred.
 
9

 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
There are numerous factors that affect the Company's business and the results of its operations. These factors include general economic and business conditions; the ability of the Company to raise such funds as are necessary to maintain its operations; the ability of management to execute its business plan.
 
Item 4. Controls and Procedures
 
The management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a- 15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective in enabling the Company to record, process, summarize, and report information required to be included in the Company's periodic SEC filings within the required time period.
 
In addition, the management of the Company, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company's fourth fiscal quarter. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that there has been no change in the Company's internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
Part II. Other Information
 
Item 1. Legal Proceedings
 
The Company is subject to litigation, primarily as a result of customer and vendor claims, in the ordinary conduct of its operations. As of December 31, 2007, the Company had no knowledge of any legal proceedings, which, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.
 
On February 26, 2008 the Company filed suit in  US District Court for the Western District of North Carolina against Big Apple USA, Marc Jablon, MJMM Investments, LLC, Mark Kaley, and others alleging fraud and multiple securities violations. In May 2008, the suit was amended to add RICO, additional securities violations and tortious interference wit contracts. The Company has obtained a Preliminary Injunction against the defendants enjoining them from further actions against the Company.

Item 2. Changes in Securities and Use of Proceeds
 
None
 
Item 3. Defaults Upon Senior Securities
 
None
 
Item 4. Submission of Matters to a Vote of Security Shareholders
 
On February 6, 2008 the shareholders casting in excess of 68% of the votes via a proxy vote elected a new Board of Directors.
 
Item 5. Other Information
 
In January 2008, the Board under took an investigation of the acquisition of BMA Partners, LLC. At the conclusion of that investigation it was determined that BMA Partners, Inc. failed to disclose material events regarding BMA Partners, Inc financial liabilities. The Board has determined these material non-disclosures render the Acquisition Agreement between BMA Partners, Inc and WatchIt Technologies, Inc. dates September 27, 2007 null and void.  WatchIt Technologies is seeking full restitution of all benefits conferred upon the shareholders of BMA Partners, Inc.
 
On February 8, 2008, as a result of the failure to disclose material events related to the BMA Partners, Inc acquisition the Board of Directors terminated the employment contract of Don Wood, Chief Operating Officer of WatchIt Technologies, Inc.
 
10

 
 
A. Exhibits.
 
Exhibit 31.1 and 31.2 - Certification of Frank Moody, Chief Executive Officer and Gary Musselman, Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
 
Exhibit 32.1 and 32.2 - Certification of Frank Moody, Chief Executive Officer and Gary Musselman, Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
B. Reports on Form 8K
 
.
 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

Dated:  May 21, 2008
 
 
WATCHIT TECHNOLOGIES, INC.
 
       
 
By:
/s/ Frank Moody
 
   
Frank Moody
 
   
President,
 
   
Chief Executive Officer
 

 
By:
/s/ Gary Musselman
 
   
Gary Musselman
 
   
Chief Financial Officer
 
       
 
 


11