- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2010
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to   __________
	Commission File Number:   333-147835

PrismOne Group, Inc .

(Exact name of registrant as specified in its charter)

Nevada	20-8768424
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

146 W. Plant Street, Suite 300, Winter Garden, Florida 34787

(Address of principal executive offices)

321-292-1000

(Registrant’s telephone number)

_________________________________________________

(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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer [ ] Non-accelerated filer	[ ] Accelerated filer [X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 [ ] Yes   [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  22,731,503 common shares as of May 19, 2010.

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

 

 

 

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Table of Contents

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 4T:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Submission of Matters to a Vote of Security Holders	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

 

 

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Table of Contents

 

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
F-2	Statements of Operations for the three months ended March 31, 2010 and March 31, 2009 (unaudited);
F-3	Statements of Cash Flows for the three months ended March 31, 2010 and March 31, 2009 (unaudited)
F-4	Notes to Condensed Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended March 31, 2010 are not necessarily indicative of the results that can be expected for the full year.

 

 

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PrismOne Group, Inc

Balance Sheets

 

ASSETS
	March 31, 2010			December 31, 2009
CURRENT ASSETS	(unaudited)			(audited)
Cash	$	4,025		$	1,077
Accounts receivable, net		24,645			29,651
Accounts receivable related party, net		16,419			11,672
Other receivable- related party		-			35,000
Investment in equity securities		20,000			-
Total current assets		65,089			77,400
Equipment held for sale		73,317			73,317
Equipment, net		67,827			73,293
TOTAL ASSETS	$	206,233		$	224,010
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdrafts	$	5,548		$	9,720
Accounts payable and accrued expenses		464,839			370,015
Capital lease - current		20,281			20,281
Preferred dividends accrued - related party		30,000			30,000
Due to related party		49,608			19,033
Total current liabilities		570,276			449,049
Capital lease		28,416			33,309
Note payable - related party		200,000			200,000
TOTAL LIABILITIES		798,692			682,358
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value 10,000,000 shares authorized; issued and outstanding   274,000 and 0 outstanding at December 31, 2009 and 2008, respectively		274			274
Common stock, $0.001 par value 90,000,000 shares authorized; issued and outstanding   22,731,503		22,732			22,732
Additional paid in capital		515,962			515,962
Accumulated other comprehensive loss		(155,000)			(140,000)
Accumulated deficit		(976,427)			(857,316)
Total stockholders' deficit		(592,459)			(458,348)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	206,233		$	224,010

 

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

 

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Table of Contents

PrismOne Group, Inc

Statements of Operations

(Unaudited)

 

	For the Three Months Ended March 31,
	2010			2009
REVENUES	$	109,177		$	434,964
COST OF GOODS SOLD		34,389			105,813
GROSS PROFIT		74,788			329,151
OPERATING EXPENSES
General and administrative		12,668			47,776
Management fees -related party		47,250			52,500
Payroll expenses		95,230			168,088
Licenses and permits -related party		30,883			20,139
Total operating expenses		186,031			288,502
INCOME (LOSS) FROM OPERATIONS		(111,243)			40,648
OTHER INCOME (EXPENSE)
Interest expense		(7,868)			-
Interest income		-			178
Total other income (expense)		(7,868)			178
NET INCOME (LOSS)	$	(119,111)		$	40,826
Comprehensive loss:
Unrealized loss in equity securities held		(15,000)			-
Total comprehensive loss	$	(134,111)		$	40,826
Net loss per common share: Basic	$	(0.01)		$	-
Weighted average common shares outstanding: Basic		22,731,503			-

 

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

 

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PrismOne Group, Inc

Statements of Cash Flows

(Unaudited)

 

	For the Years Ended March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(119,111)		$	40,826
Adjustments to reconcile net income (loss) to  net cash used by operating activities:
Depreciation		5,467			-
Changes in operating assets and liabilities
Change in accounts receivable		5,006			5,436
Change in accounts receivable - related party		(4,747)			(175,289)
Change in prepaid expenses		-
Change in accounts payable and other current liabilities		94,823			62,912
Net cash used by operating activities		(18,562)			(66,115)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for capital lease obligation		(4,893)			-
Net cash used by investing activities		(4,893)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Change in bank overdraft		(4,172)			-
Change in due to related party		30,575			74,715
Net cash provided by financing activities		26,403			74,715
NET INCREASE IN CASH		2,948			8,600
CASH AT BEGINNING OF PERIOD		1,077			55,684
CASH AT END OF PERIOD	$	4,025		$	64,285
SUPPLIMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	564		$	-
Income taxes	$	-		$	-
NON CASH
Unrealized loss on investment	$	(15,000)		$	-
Non cash acquisition of equipment held for sale	$	-		$	(152,989)

 

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

 

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NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared by 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 accounting principles generally accepted in the United States of America have been omitted in accordance with such rules and regulations.  The information furnished in the interim 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 most recent audited financial statements and related footnotes as disclosed in its 10K filed on May 14, 2010.

Nature of Business

PrismOne Group, Inc., a Nevada corporation, is in the business of providing and managing computer, communications, multimedia, and other network systems for businesses, buildings, and communities (our “Products” and “Services”).  Our Products and Services allow business or building managers to easily and efficiently consolidate and manage their network infrastructure, communications, multimedia, security, and environmental needs, eliminating the difficulty and frustration of trying to operate numerous separate systems to meet these needs.  We currently provide consulting, design, procurement, installation, integration, support and management services related to our Products, and are continually refining our Product offerings through research and assessments.  The Company has two office locations in Central Florida.

 

Merger Transactions

 

PrismOne Group, LLC (“LLC”) was the accounting predecessor to the Company and on February 9, 2009 all the members of LLC transferred their membership interests to PrismOne Group, Inc., a newly formed corporation, in exchange for all of the issued and outstanding capital stock of PrismOne Group, Inc, consisting at that time of 274,000 shares of preferred stock and 13,700,003 shares of common stock. PrismOne Group, Inc. had no assets or operations prior to this transaction. Accordingly, the financial statements of the Company prior to February 9, 2009 are those of LLC.

On June 16, 2009, the Company consummated a reverse merger transaction in which PrismOne Group, Inc. (“PrismOne”) merged with and into Bright Screens Acquisition Corp. (“Acquisition Sub”), a wholly-owned Nevada subsidiary of Bright Screens, Inc. (“Bright Screens”), a publicly reporting Nevada corporation.  On June 17, 2009, Bright Screens merged with the Acquisition Sub in a short-form merger transaction under Nevada law in which Bright Screens was the surviving entity and, in connection with this short form merger, changed its name to PrismOne Group, Inc., effective June 17, 2009.

Pursuant to the terms and conditions of the reverse merger transaction:

·   Each share of PrismOne common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.4 shares of Bright Screens common stock. As a result, the shareholders of PrismOne received 5,480,000 (pre-split) newly issued shares of Bright Screens common stock.

·   Each share of PrismOne Series A Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive one share of Bright Screens’ newly created Series A Preferred Stock. As a result, the Series A Preferred shareholders of PrismOne received 274,000 newly issued shares of Bright Screens Series A Preferred Stock.

 

 

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·   Following the closing of the reverse merger, the former president and CEO of BrightScreens, Mr. Carl Wimmer, canceled and returned all 50,000,000 shares of his shares of BrightScreens common stock.

 

·   Following the closing of the reverse merger, in a separate transaction, the company authorized a forward split of 2.5 shares for each share of common stock issued and outstanding at the time of the split.   All references to common stock in these financial statements have been retroactively restated so as to give effect to this stock-split.

 

·   As a result, following these events, there were 22,200,003 shares of common stock and 274,000 shares of Series A Preferred Stock issued and outstanding.

The stockholders of PrismOne possess majority voting control of the public company following the reverse merger and now control the board of directors. PrismOne is deemed to be the accounting acquirer in the reverse merger. Accordingly, the financial statements included herein are those of PrismOne Group, Inc. and its predecessor PrismOne Group, LLC.

Going Concern

Our financial statements have been prepared on a going concern basis, which assume that we will continue to realize our assets and discharge our liabilities in the normal course of business.  As of March 31, 2010, we had an accumulated deficit of $976,427 and a working capital deficit of $505,187.  This raises substantial doubt about our ability to continue as a going concern.  Management’s plans for our continuation as a going concern are dependent upon the attainment of profitable operations and our ability to extend payment of management and license fees payable to Burshan LLC, a related party, and to raise equity or debt financing if and when needed.  Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

The success of our business plan during the next 12 months and beyond is contingent upon us generating sufficient revenue to cover our costs of operations, or upon us obtaining additional financing.  Should our revenues be less than anticipated or our expenses be greater than anticipated, then we may need to delay payment of management and license fees to our related party and/or obtain business capital through the use of private equity fundraising or stockholder loans.  We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time.  There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.  Similarly, there can be no assurance that we will be able to generate sufficient revenue to cover the costs of our business operations.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Accounts receivable

Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.  The Company evaluates receivables on a regular basis for potential reserve.

Fixed Assets

Fixed assets are stated at cost.  Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed.  At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts.  Gains or losses from retirements or sales are credited or charged to income.

The Company depreciates its fixed assets on a straight line basis over a three year life.

 

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Revenue Recognition

The Company recognizes revenue for installation services related to the initial setup of hardware and communications systems upon completion of the installation and acceptance by the customer.  Revenues related to voice, data, and communications platform services are recognized monthly as the services are provided.

Earnings (Loss) per Common Share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average shares outstanding. Diluted income (loss) per common share is computed by dividing adjusted net income by the weighted average shares outstanding plus potential common shares which would arise from conversion of preferred stock. Potential common shares related to conversion of preferred stock were not included in diluted income (loss) per share since their effects were anti-dilutive.

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The Company follows the provisions of the FASB Accounting ASC 740, Income Taxes   (“ASC 740”) (formerly referenced as FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 ).  ASC 740 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The Company has not recognized a liability as a result of the implementation of ASC 740.  A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption.  The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740.  If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  The Company files income tax returns in the U.S. federal jurisdiction and in various states.

Use of Estimates

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 reported amounts of revenues and expense during the reporting period.  Actual results could differ from those estimates.

Financial Instruments

In January 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”)   (Formerly referenced as SFAS No. 157 , Fair Value Measurements ) , to value its financial assets and liabilities. The adoption of ASC 820 did not have a significant impact on the Company’s results of operations, financial position or cash flows.  ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements.  ASC 820 defines fair value as the exchange price that would be paid by an external party for an asset or liability (exit price).

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Three levels of inputs may be used to measure fair value:

·	Level 1 – Active market provides quoted prices for identical assets or liabilities;
·	Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable with market data; and

 

 

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·	Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2010.  The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities.  The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.  

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  These financial instruments which include cash, accounts receivable, accounts payable and accrued liabilities are valued using Level 1 inputs and are immediately available without market risk to principal.  Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.  The carrying value of note payable to stockholder approximates its fair value because the interest rates associated with the instrument approximates current interest rates charged on similar current borrowings.  The Company’s investment in equity securities is a Level 1 asset as defined above and its fair value is determined based on the underlying quoted market price of the shares.  The Company does not have other financial assets that would be characterized as Level 2 or Level 3 assets.

Recent Accounting Pronouncements

In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 2 – ACCOUNTS RECEIVABLE

 

	March 31, 2010		December 31, 2009
Accounts receivable	36,719		41,725
Allowance for uncollectible accounts	(12,074)		(12,074)
Accounts receivable, net	24,645		29,651

 

 

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NOTE 3 – FIXED ASSETS

Property and equipment consisted of the following at:

	March 31, 2010		December 31, 2009
Furniture & equipment	82,708		82,708
Accumulated depreciation	(14,881)		(9,415)
Fixed assets, net	67,827		73,293

  

NOTE 4 – RELATED PARTY TRANSACTIONS

Accounts Receivable and Termination Agreement- Related Party

On July 10, 2009, the Company entered into a Termination Agreement with a customer Blue Earth Solutions, Inc. (“Blue Earth”).  The Company’s CEO, Samir Burshan, was a member of the Board of Directors of Blue Earth until he resigned on October 31, 2009 and a certain executive of Blue Earth is a member on the Board of Directors of the Company.  The Termination agreement served to settle all prior existing obligations between the two parties.  In exchange, Blue Earth agreed to pay the Company $75,000 in cash and to issue 500,000 shares of its common stock as settlement of all prior obligations owed to the Company.

Immediately prior to the date of the agreement, the Company was owed approximately $195,097 by Blue Earth for services provided during the year ended December 31, 2009.  Accordingly, upon execution of the termination agreement, the Company adjusted the receivable to reflect the settled amount of $250,000 consisting of $75,000 receivable in cash and $175,000 in common stock representing 500,000 shares valued based on the market price per share of $0.35 as of the date of the termination agreement.  As of December 31, 2009 the fair value of the Blue Earth common stock had declined to $0.07 per share.  Accordingly, the Company reduced the amount of the common stock receivable to $20,000 and recorded an additional $15,000 unrealized loss in common stock receivable during the first quarter ending March 31, 2010.

Accounts receivable from Blue Earth was $16,419 net of a $40,000 allowance as of March 31, 2010 (including the remaining $40,000 of the $75,000 cash portion of the above settlement).

Loan from Shareholder and due to Shareholder

On May 22, 2009, the Company’s CEO and majority stockholder loaned the Company $200,000.  The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum.  The Company recorded $19,463 and $15,517 of related party accrued interest as of March 31, 2010 and December 31, 2009, respectively.  Interest expense for the period ending March 31, 2010 and 2009 were $3,946 and $0, respectively.

On occasion, the Company’s CEO and majority stockholder loans the Company funds on a short-term basis with no terms for interest or repayment.  As of March 31, 2010 and December 31, 2009, $49,608 and $19,033, respectively, was due to the CEO.

License Agreements

The Company licenses certain proprietary intellectual property and technology to support its clients from Burshan LLC, an entity owned and controlled by the Company’s CEO, Samir Burshan.  During 2008, monthly fees under the agreement were $10,000 for one location. On January 1, 2009 the license fees were reduced to $5,000 per month at the existing location.  A second location was added effective March 1, 2009 at an additional $5,000 per month.  The terms of both agreements are 10 years with a 5 year rolling renewal.  Related party license fees are recorded as operating expenses and for the three months ending March 31, 2010 and 2009 were $30,833 and $20,139, respectively.

 

 

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Management Agreements

The Company leases furnished office space as well as computer equipment, networking gear and communications equipment in the form of a management agreement with Burshan LLC. During 2008 the Company paid $15,500 per month for the use of one location.  On January 1, 2009, the Management agreement was revised to reduce the monthly payment to $10,500 per month for the existing location.  In addition, on March 1, 2009, the Company entered into a second management agreement with Burshan LLC in which it leased a second fully furnished and equipped location for $21,000 per month.  The agreements are for a period of 10 years with rolling renewals for 5 years.

On December 31, 2009, Burshan LLC agreed to waive management fees due and reduce fees by 50% going forward.  Management fees to related party are recorded as operating expenses and for the three months ending March 31, 2010 and 2009 were $47,250 and $52,500, respectively.

Management fees owed in the amount of $177,000 as of December 31, 2009 were waived and were recorded as additional paid in capital.  As of March 31, 2010, the amount due is $47,250 and is being reflected under accounts payable and accrued expenses.

 

NOTE 5 -  STOCKHOLDERS’ DEFICIT

 

Preferred Stock

The Company has authorized 10,000,000 shares of $0.001 par value preferred stock available for issuance.  274,000 shares of preferred stock are outstanding as of March 31, 2010.  

Preferred Stock- Series A

In connection with the reverse merger as discussed in Note 1, the Company issued 274,000 shares of Series A Preferred Stock.  The holders of the preferred stock are entitled to dividends at the rate of 6.0% calculated annually in December in arrears, when and as if declared by the Board of Directors.  The preferred shares have fifty votes per share on all matters submitted to a vote of the common stockholders of the Corporation, receive preference to common stockholders with respect to liquidation of the Company and are redeemable in the form of cash or stock at the option of the Company.  In the event of notification of the Company’s intent to redeem the preferred stock, the preferred stock holders may elect to convert the shares to 50 shares of common stock.

Common Stock

The authorized common stock is 90,000,000 shares of $0.001 par value.  As of March 31, 2010 the Company had 22,731,503 shares of common stock issued and outstanding.  

NOTE 6 –  CONCENTRATIONS

In early October 2009 the Company lost one of its major customers as a result of the customer no longer requiring the Company’s services.  The customer accounted for approximately $171,424 and approximately 39% of total revenues for the first quarter ending March 31, 2009.

NOTE 7 –  COMMITMENTS

The Company entered into a capital lease for equipment on September 2, 2009.  The lease term is 36 months with monthly installments of $1,690.

Future minimum lease payments as of March 31, 2010 were:

Year Payable	Amount
2010	$	14,896
2011		20,281
2012		13,520
Total		48,697

 

 

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Item 2.     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.

Company Overview and Plan of Operation

We are in the business of providing and managing computer, communications, multimedia, and other network systems for businesses, buildings, and communities (our “Products” and “Services”). Our Products and Services allow business or building managers to easily and efficiently consolidate and manage their network infrastructure, communications, multimedia, security, and environment needs, eliminating the difficulty and frustration of trying to operate numerous, separate systems to meet these needs. We currently provide consulting, design, procurement, installation, integration, support, and management services related to our Products, and we are continually refining our Product offerings through research and assessments.

 

 

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Sales and Distribution Strategy

Our goal is for our communications and networking Products and Services to be fully integrated within our PRISM ( P resence R esponse and I ntegrated S ystems M anagement) Controller, currently under development, in addition for inclusion of technology and approaches currently under development to monitor and manage Energy usage systems (Lighting, HVAC and Audio Visual) and Security (access control and surveillance camera).  In order to achieve our goal, we intend to increase awareness of our Products and Services with potential customers, who we anticipate will be business owners, building managers, and community managers, and to actively partner with or acquire technologies or companies that enhance our product offering. Currently, beyond the web presence of www.prismone.com, we do not actively market our products or services but have relied on a word-of-mouth process to attract clients. While this has been successful, we believe that a much greater growth can be realized with the introduction of a coordinated marketing campaign. We intend to do this by engaging in the following:

·

Attending national and regional networking, communications, and building technology events and conferences . There are events and conferences managed by regional and central institutions and organizations to promote products and services related to the sustainability within various vertical markets and include computer networking, communications, and building technology industries. We plan to attend a number of events attended by merchants and representatives in these industries in order to further expose our product. These events will include trade meetings, promotional events, seminars, and conferences.

·

Developing direct marketing programs to attract retailers . In addition to attending the foregoing conferences and seminars, we intend to market directly to business owners, building managers, community managers, local, regional and state governments. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.

·

Promoting to the public through internet-based and traditional media advertising . We intend to use Internet-based and traditional media to promote our product directly to the public to raise public awareness of our Products and Services. A priority for marketing will be to enhance our current client facing web presence, www.prismone.com.

We do not currently employ any sales personnel. In the short term, we intend to continue to use the services of our management to sell our Product. As we expand our business operations, however, we plan to employ sales representatives to promote and sell our products and services to potential customers nationally and internationally. These sales representatives will be responsible for soliciting, selecting and securing accounts within a particular regional territory. We expect to pay such sales representatives on a commission basis. In addition, we may pay each sales representative a base salary. We expect to provide service and support to our sales representatives, including advertising and sales materials.

Sales Personnel

We do not currently employ any sales personnel. In the short term, we intend to continue to use the services of our management to sell our Product. As we expand our business operations, however, we plan to employ sales representatives to promote and sell our products and services to potential customers nationally and internationally.

 

 

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Results of Operations for the three months ended March 31, 2010 and March 31, 2009

Income . We recorded $109,177 in total revenues for the three months ended March 31, 2010.  Our cost of goods sold for the three months ended March 31, 2010 was $34,389, resulting in gross profit of $74,788.  By comparison, we recorded $434,964 in revenues for the three months ended March 31, 2009.  Our cost of goods sold for the three months ended March 31, 2009 were $105,813, resulting in gross profit of $329,151.

Operating and Other  Expenses .  Operating expenses were $186,031 for the three months ended March 31, 2010, compared to $288,502 for the three months ended March 31, 2009. Our operating expenses for both quarters consisted of administrative expenses, payroll, management fees and licenses and permits.    During the three months ended March 31, 2010, we incurred other expenses in the form of interest expense in the amount of $7,868.  During the three months ended March 31, 2009, we experienced other income in the form of interest income in the amount of $178.

Net Loss .  We recorded a loss of $119,111 for the three months ended March 31, 2010, compared to a net income of $40,826 for the three months ended March 31, 2009.

Liquidity and Capital Resources

At March 31, 2010, we had $65,089 in current assets and $570,276 in current liabilities, resulting in a working capital deficit of $505,187.

At present, we have only $4,025 in cash on hand.  We anticipate that we will require approximately $2,000,000 in order to fully implement our business plan in the next twelve months. Our revenues are not sufficient to cover our business operations at their current or expanded levels, and we may need to obtain additional debt or equity financing. We do not currently have any arrangements in place to secure such financing, and there is no guarantee that we will be able to obtain financing should it be required. In connection with raising this additional capital, we would incur appropriate accounting and legal fees. Should our revenues be sufficient to cover the costs of any such expansion, we will not seek additional financing.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

 

 

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Going Concern

Our financial statements have been prepared on a going concern basis, which assumes that we will continue to realize our assets and discharge our liabilities in the normal course of business. During the three months ended March 31, 2010, we generated a net loss of $119,111, and ended the period with a working capital deficit of $505,187.   These circumstances have raised a substantial doubt about our ability to continue as a going concern.  Management’s plans for our continuation as a going concern are dependent upon the continuing attainment of profitable operations, our ability to extend payment of management and license fees payable to Burshan, LLC, a related party, and our ability to raise equity or debt financing if and when needed. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. 

The success of our business plan during the next 12 months and beyond is contingent upon us generating sufficient revenue to cover our costs of operations, or upon us obtaining additional financing. Should our revenues be less than anticipated or our expenses are greater than anticipated, then we may need to delay payment of management and license fees to a related party and/or seek to obtain business capital through the use of private equity fundraising or shareholders loans. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Similarly, there can be no assurance that we will be able to generate sufficient revenue to cover the costs of our business operations.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition and allowance for uncollectable accounts receivable.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which 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 from those estimates given a change in conditions or assumptions that have been consistently applied.

The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

Revenue recognition. Revenue is recognized from equipment sales when equipment is installed and accepted by the customer, provided that the Company has received a valid purchase order, the price is fixed, title has transferred, collection of the associated receivable is reasonably assured, and there are no remaining significant obligations. Revenues from voice, data, and communication platform services are recognized as the services are provided typically on a monthly basis.

Allowance for Uncollectable Accounts. The Company maintains current receivable amounts and regularly monitors and assesses its risk of not collecting amounts owed to it by customers. This evaluation is based upon an analysis of amounts currently and past due along with relevant history and facts particular to the customer. Based upon the results of this analysis, the Company records an allowance for uncollectible accounts based on 50% of accounts expected to be sent to an outside collection agency. This analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

 

 

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Recently Issued Accounting Pronouncements

In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

Item 4T.  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 March 31, 2010.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. Samir Burshan.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2010, our disclosure controls and procedures are not effective.

Management has identified the following control deficiencies that constitute material weaknesses in our controls over financial reporting and our disclosure controls and procedures:

1.	We do not have staff knowledgeable about US Generally Accepted Accouning Principles to assist in the preparation of interim financial statements and related footnotes.

2.	We have no written accounting policies and procedures and no written authority and approval polices and procedures for the transactions of the company.

3.	There is no segregation of duties in the processing of transactions within the recording cycle.

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2010. 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 the 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.

 

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PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A.  Risk Factors

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

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.     Defaults upon Senior Securities

None

Item 4.     Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended March 31, 2010.

Item 5.     Other Information

None

Item 6.      Exhibits

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (1)
3.2	ByLaws (1)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Previously included as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2009.

 

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PrismOne Group, Inc.
Date:	May 21, 2010
	By:        /s/ Samir Burshan              Samir Burshan Title:     Chief Executive Officer and Director