UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended September 30, 2009
Commission File Number: 333-151312
THE
CONNECT CORP.
(Exact name of registrant as specified in its charter)
Nevada
26-2230717
(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
2118
102
nd
Crescent North Battleford, Saskatchewan Canada
S9A
1J5
(Address
of principal executive offices)
(Zip
Code)
1-800-609-0775
(Registrants telephone number, including area code)
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 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 [X] No (Not
required)
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.
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Large
accelerated filer
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[
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Accelerated
filer
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[
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting
company)
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Smaller
reporting company
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[X]
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Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) [X] Yes [ ]
No
Indicate the number
of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date:
As of
November 5, 2009, there were 55,500,000 common shares issued and outstanding
1
PART I FINANCIAL STATEMENTS
Item 1.
Financial Statements
The
Connect Corporation
(A
Development Stage Company)
Financial Statements (Unaudited)
For the
period from
April
27, 2007 (Inception)
to
September 30, 2009
2
The
Connect Corporation
(A
Development Stage Company)
Index to
Financial Statements (Unaudited)
For the
period from April 27, 2007 (Inception)
to
September 30, 2009
Page(s)
Balance
Sheets as of September 30, 2009 (Unaudited); and as of December 31, 2008
3
Statements of
Operations (Unaudited) for the nine month period ended September 30, 2009;
and
for the nine month period ended September 30, 2008; and for the three
month
period ended September 30, 2009; and for the three month period ended
September
30, 2008, and from April 27, 2007 (inception) to September 30, 2009
4
Statement of Changes
in Stockholders Equity (Deficit) (Unaudited) for the period from
April
27, 2007 (Inception) to September 30, 2009
5
Statements of Cash
Flows (Unaudited) for the nine month period ended September 30, 2009;
and
for the nine month period ended September 30, 2008; and for the period
from
April 27, 2007 (inception) to September 30, 2009
6
Notes
to the Unaudited Condensed Financial Statements
7-8
3
The Connect Corporation
(A
Development Stage Company)
Balance Sheets
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September 30,
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December 31,
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2009
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2008
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(Unaudited)
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ASSETS
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Current
assets:
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Cash
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$
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-
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$
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-
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Total current
assets
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-
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-
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Total
assets
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$
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-
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$
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-
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LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)
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Current
liabilities:
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Accounts
payable
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$
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5,720
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$
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100
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Total current
liabilities
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5,720
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100
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Stockholders
Equity (Deficit)
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Common
stock, par value $.001, 450,000,000 shares
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authorized,
55,500,000 shares issued and outstanding (see Note 4)
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55,500
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55,500
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Additional
paid-in capital
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(14,449)
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(33,004)
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Deficit
accumulated during the development stage
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(46,771)
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(22,596)
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Total
stockholders equity (deficit)
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(5,720)
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(100)
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Total
liabilities and stockholders equity (deficit)
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$
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-
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$
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-
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See accompanying
notes to financial statements (unaudited).
4
7
The Connect Corporation
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
1.
BASIS
OF FINANCIAL STATEMENT PRESENTATION
The
accompanying unaudited condensed financial statements have been prepared by The
Connect Corporation (the Company), pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with U.S. generally accepted accounting principles have been condensed or
omitted in accordance with such rules and regulations. The information
furnished in the interim condensed financial statements includes normal
recurring adjustments and reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of such financial statements.
Although management believes the disclosures and information presented are
adequate to make the information not misleading, it is suggested that these
interim condensed financial statements be read in conjunction with the Company's
audited financial statements and notes thereto included in its Form 10-K filed
in March, 2009. Operating results for the nine months ended September 30,
2009 are not necessarily indicative of the results to be expected for the fiscal
year ended December 31, 2009.
2.
ORGANIZATION
Formally
known as Adicus Energy Corporation, the Company was incorporated on April 27,
2007 in the State of Nevada. In February, 2009, the Company changed its
name to The Connect Corporation. The Companys operations are primarily
based in the state of Florida. The accounting and reporting policies of
the Company conform to accounting principles generally accepted in the United
States of America, and the Companys fiscal year end is December 31.
Formerly
an exploration stage company that primarily engaged in the acquisition,
exploration and development of resource properties, the Company is currently a
development stage company that seeks to identify organizations that have
attained critical mass thresholds of members, affiliates and customers with
established electronic communication and delivery systems. The Company
provides value added benefits to these organizations that can significantly
enhance the financial well being through the cost effective electronic
installation of the Net Savings Connection web based savings system. To
date, the Companys activities have been limited to its formation, minimal
operations and the raising of equity capital.
3.
SIGNIFICANT
ACCOUNTING POLICIES
USE
OF ESTIMATES
The
preparation of the Companys financial statements in conformity with accounting
principles generally accepted in the United States 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 amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
The Companys periodic filings with the Securities and Exchange Commission
include, where applicable,
8
The Connect Corporation
(A Development Stage Company)
Notes
to Financial Statements (Unaudited)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE
OF ESTIMATES (CONTINUED)
disclosures
of estimates, assumptions, uncertainties and markets that could affect the
financial statements and future operations of the Company.
4.
GOING
CONCERN AND LIQUIDITY CONSIDERATIONS
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. As of September 30, 2009, the Company has a negative working
capital balance of $5,720 and an accumulated deficit of $46,771. The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the next twelve months.
The
ability of the Company to emerge from the development stage is dependent upon,
among other things, obtaining additional financing to continue operations,
successfully implement its newly adopted business plan and realize
profitability, as well as recurring operating cash flows. In response to
these factors, management intends to raise additional funds through public or
private placement offerings, and to expedite to the extent possible the
implementation of its newly adopted business plan.
These
factors, among others, raise substantial doubt about the Companys ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2009 the FASB established the Accounting Standards Codification
("Codification" or "ASC") as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.
Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
9
The Connect Corporation
(A Development Stage Company)
Notes
to Financial Statements (Unaudited)
5. RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUTED)
Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple- Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been significant.
6. INCOME TAXES
The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under FASC 718-740-20 to give effect to the resulting temporary
differences which may arise from differences in the basis of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years. Minimal development stage deferred
tax assets arising as a result of net operating loss carry forwards have been
offset completely by a valuation allowance due to the uncertainty of their
utilization in future periods. Operating loss carry forwards generated
during the period from April 27, 2009 (date of inception) through September 30,
2009 of $46,771 will begin to expire in 2027. Accordingly deferred tax
assets of approximately $16,370 were offset by a valuation allowance, which
increased by $8,461 and $6,946 during the nine months ended September 30, 2009
and 2008, respectively.
The
Company adopted the provisions of uncertain tax positions as addressed in FASB
ASC 740-10-65-1, on April 27, 2007. As a result of the implementation of ASC
740-10-65-1, the Company recognized approximately no increase in the liability
for unrecognized tax benefits.
The
Company has no tax position at September 30, 2009 and December 31, 2008 for
which the ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility. The Company recognizes
interest accrued related to unrecognized tax benefits in interest expense and
penalties in operating expenses. No such interest or penalties were recognized
during the periods presented. The Company had no accruals for interest and
penalties at September 30, 2009 or December 31, 2008. The Companys utilization
of any net operating loss carry forward may be unlikely as a result of its
intended development stage activities.
10
Item
2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
The Connect Corp. is
a Nevada corporation originally incorporated as Adicus Energy Corp. on April 27,
2007. We changed our name on October 16, 2007, to Iron Head Mining
Corporation. On March 17, 2009, we filed a Certificate of Amendment
changing our name to The Connect Corp.
Our previous business
focus was on mineral exploration. In January 2008, we obtained an option
to acquire a 100% interest in a mineral claim located in the Smithers Mining
Region in the Province of British Columbia, Canada. The option was
terminated due to our inability to meet option payment and exploration cost
requirements. Since that time, the Company has undergone a revision to its
business plan.
Since the adoption of
its revised business plan, the Company has continued to focus its efforts on the
raising of equity capital for the completion and launch of its web-based
membership savings system, which will offer families options to reduce their
monthly spending. Through the savings website, members will
have access to discounts, sales, and other venues for saving on purchases.
Vendors will supply these savings to Members and pay Connect Corp. a
commission. Products available through the website will include everything
from groceries to dining, travel, shopping, banking, and more everyday
expenses.
The target customers
will be both individuals and large businesses, the latter of which can offer the
savings to employees as a fringe benefit. The cost to the employer will be
small per employee, but the employee will be entitled to savings from
manufacturers, retailers, and other businesses. We will collect fees from
both businesses, individuals who sign up for membership, as well as businesses
that offer discounts through the website.
As of September 30,
2009, the Company had not generated any revenues. Since inception, the
Company had incurred expenses of $46,771, consisting solely of mining, selling,
and general and administrative expenses. For the nine-month period ended
September 30, 2009, the Company had expenses totaling $24,175, compared to
$19,846 for the same period in 2008. Expenses for the three month period
ended September 30, 2009 were $4,092, compared to $7,047 for the same period in
2008.
Over the next 12
months, it is expected that we will need approximately $50,000 to meet our
expenses. Expenses include legal and accounting fees, salaries and general
and administrative expenses. In order to develop its business plan, the
Company will be required to raise capital through the sale of equity, the
issuance of debt or a combination of both. The failure to raise capital
may result in curtailing the development of its business plan, or potentially
the failure to continue the Companys operations.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
Item
4(T). Controls and Procedures
Evaluation of
Disclosure Controls and Procedures
Our Chief Executive
Officer and Chief Financial Officer conducted an evaluation of the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based
upon his evaluation as of September 30, 2009, he concluded that those disclosure
controls and procedures are effective.
Internal Control over
Financial Reporting
There have been no
changes in the Company's internal control over financial reporting during the
quarter ended September 30, 2009, that have materially affected, or are
reasonably likely to affect, the Company's internal control over financial
reporting.
Management's Report
on Internal Control over Financial Reporting
Connects management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
We have assessed the
effectiveness of the Company's internal control over financial reporting as of
the quarter end dated September 30, 2009. In making the assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in "Internal Control-Integrated Framework." Based on that
assessment, we have concluded that, as of the quarter ended September 30, 2009,
our internal control over financial reporting is effective based on those
criteria.
PART
II OTHER INFORMATION
Item 6.
Exhibits
The following
exhibits are incorporated into this Form 10-Q Quarterly Report:
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Exhibit
No.
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Description
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3.1
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Articles of
Incorporation [1]
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3.2
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By-Laws[2]
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3.3
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Articles of
Amendment [3]
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12
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31.1
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Certifications
of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934
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31.2
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Certifications
of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934
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32.1
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Certification
of Chief Executive Officer under Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification
of Chief Financial Officer under Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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[1]
Incorporated by reference from the Company's S-1 filed with the Commission
on May 30, 2008.
[2]
Incorporated by reference from the Company's S-1 filed with the Commission
on May 30, 2008.
[3]
Incorporated by reference from the Companys Current Report on Form 8-K
filed April 23, 2009.
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.
THE
CONNECT CORP.
Date
November 13, 2009
/s/
Ken Waters
Ken
Waters, President, Chief Financial Officer/Controller, Principal Executive
Officer, Director
13