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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Infrax Systems Inc (PK) | USOTC:IFXY | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0005 | 0.0003 | 0.0005 | 0.0005 | 0.0004 | 0.0004 | 1,352,000 | 20:37:20 |
[X]
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________to ________________
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NEVADA
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20-2583185
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
☐
Yes
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☒
No
|
|
|
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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.
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☒
Yes
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o
No
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|
|
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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☒
Yes
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☐
No
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|
|
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.
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☐
Yes
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☒
No
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Accelerated filer
☐
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|
|
|
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if a smaller reporting company)
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||
Emerging growth company
☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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☐
Yes
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x
No
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|
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PART I
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FINANCIAL INFORMATION
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PAGE
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|
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|
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Item 1
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Condensed Consolidated Financial Statements
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|
|
|
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|
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Condensed Consolidated Balance Sheets as of March 31, 2017 (unaudited) and June 30, 2016 (unaudited)
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3
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|
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Condensed Consolidated Statements of Operations for the Nine Months Ended March 31, 2017 and 2016 (unaudited)
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4
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|
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016 (unaudited)
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5
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Condensed Consolidated Notes to Financial Statements (unaudited)
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6
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|
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Item 2
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Management's Discussion and Analysis or Plan of Operation
|
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16
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|
|
|
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
|
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22
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|
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Item 4
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Controls and Procedures
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22
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PART II
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OTHER INFORMATION
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|
|
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Item 1
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Legal Proceedings
|
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22
|
|
|
|
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Item 1A
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Risk Factors
|
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23
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|
|
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
|
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23
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|
|
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Item 3
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Defaults Upon Senior Securities
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23
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|
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Item 4
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Mine Safety Disclosures
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23
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Item 5
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Other Information
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23
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|
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Item 6
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Exhibits
|
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23
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|
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Signatures
|
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24
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||||||||
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March 31,
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June 30,
|
||||||
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2017
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2016
|
||||||
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(unaudited)
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(unaudited)
|
||||||
Assets
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||||||||
Current assets
|
||||||||
Cash
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$
|
63
|
$
|
114
|
||||
Inventory
|
6,200
|
6,200
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||||||
Total current assets
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6,263
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6,314
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||||||
|
||||||||
Property & equipment, net of accumulated
|
||||||||
Marketable Securities
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752,596
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752,595
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||||||
Total Assets
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$
|
758,859
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$
|
758,910
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||||
|
||||||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
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$
|
172,924
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$
|
171,665
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||||
Accrued expenses
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134,941
|
131,449
|
||||||
Convertible Notes payable, net
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25,948
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24,090
|
||||||
Payroll Liabilities
|
92,201
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92,201
|
||||||
Notes payable, affiliates
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20,687
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20,678
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||||||
Total current liabilities
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446,701
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440,083
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||||||
|
||||||||
Non-Current liabilities
|
||||||||
Notes payable to shareholder
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342,852
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342,862
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||||||
Total liabilities
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789,553
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782,944
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||||||
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||||||||
Stockholders' Equity
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||||||||
Preferred stock, 50,000,000 authorized, $.001 par value:
|
||||||||
Series A Convertible: 5,000,000 shares designated;
|
||||||||
2,523,624 and 2,523,624 issued and outstanding
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2,525
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2,525
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||||||
Series A1 Convertible: 33,000,000 issued and outstanding
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-
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|||||||
Common stock, $.001 par value, 1,950,000,000 shares
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||||||||
authorized; 1,411,911,416 and 925,518,595 shares
|
||||||||
issued and outstanding, respectively
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1,411,911
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925,520
|
||||||
Additional paid-in capital
|
13,314,347
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13,527,257
|
||||||
Accumulated deficit
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(
14,518,344
|
)
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(
14,479,336
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)
|
||||
Total stockholders' equity
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(30,694
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)
|
(24,035
|
)
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||||
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||||||||
Total Liabilities and Stockholders' Equity
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$
|
758,859
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$
|
758,910
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||||
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Infrax Systems, Inc.
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Consolidated Statements of Operations
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(Unaudited)
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|
For the Nine Months Ended
March 31,
|
For the Nine Months Ended
March 31,
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||||||
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2017
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2016
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||||||
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||||||||
Revenues
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$
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-
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$
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-
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||||
Direct costs
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-
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|||||||
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-
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|||||||
Operating expenses:
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||||||||
Salaries and benefits
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-
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|||||||
Professional fees
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1,259
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16,825
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||||||
General and administrative
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51
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30,594
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||||||
Amortization and depreciation
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32,601
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349
,770
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||||||
Total operating expenses
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33,911
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397,189
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||||||
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||||||||
Other income (expense):
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||||||||
Interest Expense
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(5,097
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)
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(12,997
|
)
|
||||
Total other (expense)
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(5,097
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)
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(12,997
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)
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||||
|
||||||||
Income (Loss) from continuing operations before income taxes and minority interest
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(39,008
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)
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(410,186
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)
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||||
|
||||||||
Provision for income taxes
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0
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0
|
||||||
|
||||||||
Income (Loss) from continuing operations before minority interest
|
(39,008
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)
|
(410,232
|
)
|
||||
|
||||||||
Income (Loss) from discontinued operations, Gain from sale of asset (net)
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0
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(73,048
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)
|
|||||
|
||||||||
Net Income (loss)
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$
|
(39,008
|
)
|
$
|
(483,234
|
)
|
||
|
||||||||
Basic net Income (loss) per share
|
||||||||
Loss from continuing operations
|
$
|
(0.00
|
)
|
$
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(0.00
|
)
|
||
Loss from discontinued operations
|
(0.00
|
)
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(0.00
|
)
|
||||
Net Income (loss) per share
|
$
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(0.00
|
)
|
$
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(0.00
|
)
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||
|
||||||||
Weighted average shares outstanding
|
||||||||
Basic
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1,076,710,612
|
841,518.595
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For the Nine Months Ended March 31,
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For the Nine Months Ended March 31,
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||||||
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2017
|
2016
|
||||||
Cash Flows from Operating Activities:
|
||||||||
Net (loss) income
|
$
|
(39,008
|
)
|
$
|
(483,234
|
)
|
||
Adjustment to reconcile Net Income to net
|
||||||||
cash provided by or (used in) operations:
|
||||||||
Depreciation and amortization
|
- |
10,865
|
||||||
Amortization of deferred revenue
|
||||||||
Amortization of debt discount
|
32,601
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43,838
|
||||||
Gain on settlement of debt
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-
|
|||||||
Stock based compensation
|
- |
-
|
||||||
Interest expense
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0
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0
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
- |
11,157
|
||||||
Inventory
|
-
|
|||||||
Related party loans
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0
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(98,222
|
)
|
|||||
Accounts Payable
|
1,259
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-
|
||||||
Accrued Expenses
|
0
|
(5,627
|
)
|
|||||
Gains from sale of assets
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0
|
521,337
|
||||||
Change in unamortized debt discount
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0
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-
|
||||||
Net Cash (Used) by Operating Activities
|
(51
|
)
|
(134
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
(Purchase) disposal of property and equipment
|
-
|
-
|
||||||
Net Cash (Used) Provided by Investing Activities
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0
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-
|
||||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Net proceeds from debt
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-
|
|||||||
Payments from (to) Related Parties
|
-
|
|||||||
Change in Additional Paid in Capital
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0
|
-
|
||||||
Net Cash (Used) Provided by Financing Activities
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0
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0
|
||||||
Net increase/decrease in Cash
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(51
|
)
|
(134
|
)
|
||||
|
||||||||
Cash at beginning of period
|
114
|
274
|
||||||
|
||||||||
Cash at end of period
|
$
|
63
|
140
|
|||||
Supplemental cash flow information:
|
||||||||
Interest paid
|
-
|
-
|
||||||
|
||||||||
Taxes paid
|
-
|
-
|
·
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
|
·
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Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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·
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Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
|
March 31,
|
|
||||||
|
2017
|
|
2016
|
|
||||
Earnings (Loss) per share:
|
|
|
||||||
Net Loss
|
|
$
|
(39,008
|
)
|
|
$
|
(63,131
|
)
|
|
|
|
|
|
|
|
|
|
Common shares – weighted average
|
|
|
1,411,911,416
|
|
|
|
539,280,618
|
|
Earnings (loss) per share, basic
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Property and equipment consists of the following:
|
||||||||
|
March 31,
|
June 30,
|
||||||
|
2017
|
2016
|
||||||
|
(unaudited)
|
(unaudited)
|
||||||
Office and computer equipment
|
$
|
0
|
$
|
0
|
||||
Furniture and fixtures & improvements
|
0
|
0
|
||||||
Computer software
|
0
|
0
|
||||||
|
0
|
0
|
||||||
Accumulated depreciation
|
0
|
0
|
||||||
|
$
|
0
|
$
|
0
|
|
March 31, 2017
|
June 30, 2016
|
||||||
|
||||||||
|
||||||||
Convertible note to Typenex Investments in the original amount of $52,000. Interest at 10% and principal are due on October 3, 2016. Convertible at 40% of market. Balance is net of discounts of $0 and $10,400.
|
$
|
0
|
$
|
27,009
|
||||
|
||||||||
Convertible note to KBM Worldwide in the original amount of $43,000. Interest at 8% and principal are due on September 21, 2016. Convertible at 40% of market. Balance is net of discounts of $12,897 and $24,437, respectively.
|
38,845
|
43,000
|
||||||
|
||||||||
|
38,845
|
70,009
|
||||||
|
||||||||
Less unamortized Discount
|
(12,897
|
)
|
(45,919
|
)
|
||||
|
||||||||
Long-term portion
|
$
|
25,948
|
$
|
24,090
|
||||
|
|
|
Shares
|
|
|
Conversion
Rate to
|
|
||
|
|
Outstanding
|
|
|
Common
|
|
||
Preferred Series A
|
|
|
2,400,000
|
|
|
|
375
|
|
Preferred Series A1
|
|
|
8,889
|
|
|
|
89
|
|
Preferred Series A2
|
|
|
88,889
|
|
|
|
20
|
|
Preferred Series A3
|
|
|
25,846
|
|
|
|
16
|
|
Preferred Series B1
|
|
|
830
|
|
|
|
300
|
|
Preferred Series B2
|
|
|
1,210
|
|
|
|
300
|
|
|
|
|
2,525,664
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis or Plan of Operation
|
Management's Discussion and Analysis or Plan of Operation
|
·
|
Principals of Consolidation
-The consolidated financial statements include the accounts and operations of the Infrax Systems, Inc., and its wholly owned subsidiary Infrax Systems SA (Pty) Ltd. (collectively referred to as the "Company"). Accordingly, the assets and liabilities, and expenses of this company have been included in the accompanying consolidated financial statements, and intercompany transactions have been eliminated.
|
|
|
·
|
Revenue Recognition -
The Company is principally in the business of providing solutions for a secure intelligent energy platform that incorporates our secure wireless technology. Contracts include multiple revenue components, comprised of our software licensing, hardware platforms, installation, training and maintenance. In accordance with ASC 605-25 Multiple-Element Arrangements, revenue from licensing the software will be recognized upon installation and acceptance of the software by customers. When a software sales arrangement includes rights to customer support, the portion of the license fee allocated to such support is recognized ratably over the term of the arrangement, normally one year. Revenue from professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement.
|
Revenue associated with software sales to distributors is recognized, net of discounts, when the Company has performed substantially all its obligations under the arrangement. Until such time as substantially all obligations under the arrangement are met, software sales are recognized as deferred revenue. Costs and expenses associated with deferred revenue are also deferred. When a software sales arrangements include a commitment to provide training and/or other services or materials, the Company estimates and records the expected costs of these training and/or other services and/or materials.
|
|
|
|
·
|
Long-Lived Assets
- We depreciate property and equipment and amortize intangible assets, including software development costs over the respective assets' estimated useful life and periodically review the remaining useful lives of our assets to ascertain that our estimate is still valid. If we determine a useful life has materially changed, we either change the useful life or write the asset down or if we determine the asset has exhausted its useful life, we write the asset off completely.
|
|
|
·
|
Capitalized Software Development Costs
- We capitalize software development costs incurred subsequent to the establishment of technological feasibility and amortize them over the estimated lives of the related products. We discontinue capitalization of software when the software product is available to be sold, leased, or otherwise marketed. Amortization of software costs begins when the developed product is available for sale to our customers. We amortize our software development costs over the estimated economic life and estimated number of units of the product to be sold.
|
|
|
·
|
Stock Based Compensation
-
We recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. Calculating stock-based compensation expense requires the input of subjective assumptions, including the expected term of the option grant, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns. We estimate stock price volatility based on historical implied volatility in our stock. In addition, we are required to estimate the expected volatility rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised or cancelled.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures
.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits
|
|
|
31.1
|
Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Principal Financial & Accounting Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Principal Executive Officer's Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase
|
|
Infrax Systems, Inc.
|
|
(Registrant)
|
|
|
|
|
Date: May 22, 2017
|
By:
/s/ John Verghese
|
|
John Verghese
|
|
Principal Executive Officer
|
|
|
Date: May 22, 2017
|
By:
/s/ Sam Talari
|
|
Sam Talari
|
|
Principal Financial & Accounting Officer
|
1 Year Infrax Systems (PK) Chart |
1 Month Infrax Systems (PK) Chart |
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