UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
For the quarterly period ended December 31, 2005
[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the transition period ________to ________
COMMISSION FILE NUMBER 000-51152
DIGITAL ECOSYSTEMS CORP.
(Name of small business
issuer in its charter)
NEVADA | 98-0431245 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1313 East Maple Street, Suite 223 | |
Bellingham, WA | 98225 |
(Address of principal executive offices) | (Zip Code) |
(360) 685-4240
Issuer's telephone number
Not Applicable
Former name, former address and former fiscal year, if changed since last
report
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 15, 2006, the Registrant had 28,700,000 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarterly period ended December 31, 2005 are not necessarily indicative of the results that can be expected for the year ending March 31, 2006.
As used in this Quarterly Report, the terms "we", "us", "our", and Digital mean Digital Ecosystems Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
2
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
THIRD QUARTER FINANCIAL STATEMENTS |
DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
F-1
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
BALANCE SHEETS |
(Unaudited) |
(Stated in U.S. Dollars) |
DECEMBER 31 | MARCH 31 | |||||
2005 | 2005 | |||||
ASSETS | ||||||
Current | ||||||
Cash | $ | 52,520 | $ | 4,014 | ||
Prepaid expense | 19,964 | - | ||||
$ | 72,484 | $ | 4,014 | |||
LIABILITIES | ||||||
Current | ||||||
Accounts payable and accrued liabilities | $ | 8,914 | $ | 26,932 | ||
Due to related party | 10,100 | 1,000 | ||||
Notes payable | 203,518 | - | ||||
222,532 | 27,932 | |||||
STOCKHOLDERS DEFICIENCY | ||||||
Capital Stock | ||||||
Authorized: | ||||||
1,000,000,000 voting common stock with a par value of | ||||||
$0.001 per share | ||||||
100,000,000 preferred stock with a par value of $0.001 per | ||||||
share | ||||||
Issued and outstanding | ||||||
28,700,000 common shares at December 31, 2005 | 28,700 | 91,200 | ||||
91,200,000 common shares at March 31, 2005 | ||||||
Additional paid-in capital | 130,767 | 50,267 | ||||
Deficit Accumulated During The Development Stage | (309,515 | ) | (165,385 | ) | ||
(150,048 | ) | (23,918 | ) | |||
$ | 72,484 | $ | 4,014 |
The accompanying notes are an integral part of these financial statements
F-2
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
STATEMENTS OF OPERATIONS |
(Unaudited) |
(Stated in U.S. Dollars) |
CUMULATIVE | |||||||||||||||
PERIOD FROM | |||||||||||||||
INCEPTION ON | |||||||||||||||
FEBRUARY 21 | |||||||||||||||
THREE MONTHS ENDED | NINE MONTHS ENDED | 2002 TO | |||||||||||||
DECEMBER 31 | DECEMBER 31 | DECEMBER 31 | |||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | |||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||
Expenses | |||||||||||||||
Consulting Officers and | |||||||||||||||
directors | 6,000 | - | 18,000 | - | 62,700 | ||||||||||
Management fees | 30,000 | - | 35,000 | - | 35,000 | ||||||||||
Consulting Website | |||||||||||||||
development | - | - | - | - | 10,094 | ||||||||||
Consulting Other | 33,292 | 6,299 | 33,292 | 18,299 | 56,238 | ||||||||||
Marketing Management | 40,500 | - | 40,500 | - | 40,500 | ||||||||||
Office and miscellaneous | 5,580 | 5,820 | 8,060 | 7,729 | 17,300 | ||||||||||
Professional fees | 3,849 | 17,730 | 23,939 | 34,548 | 97,544 | ||||||||||
Research | 1,036 | - | 1,036 | - | 1,036 | ||||||||||
Rent | 710 | - | 710 | - | 7,815 | ||||||||||
Telephone | 309 | 112 | 522 | 256 | 1,352 | ||||||||||
Foreign exchange | 90 | (4,298 | ) | 58 | (4,298 | ) | (3,757 | ) | |||||||
Transfer agent | - | - | 186 | - | 866 | ||||||||||
Loss Before The Under | |||||||||||||||
Noted | (121,366 | ) | (25,663 | ) | (161,303 | ) | (56,534 | ) | (326,688 | ) | |||||
Gain On Extinguishment of | |||||||||||||||
Debt | 17,173 | - | 17,173 | - | 17,173 | ||||||||||
Loss For The Periods | $ | (104,193 | ) | $ | (25,663 | ) | $ | (144,130 | ) | $ | (56,534 | ) | $ | (309,515 | ) |
Loss Per Share Basic | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Weighted Average Number | |||||||||||||||
Of Shares Outstanding | 28,700,000 | 9,120,000 | 66,881,818 | 8,941,818 |
The accompanying notes are an integral part of these financial statements
F-3
DIGITAL ECOSYSTEMS CORP.) |
(A Development Stage Company) |
STATEMENTS OF CASH FLOWS |
(Unaudited) |
(Stated in U.S. Dollars) |
CUMULATIVE | |||||||||||||||
PERIOD FROM | |||||||||||||||
INCEPTION ON | |||||||||||||||
FEBRUARY 21 | |||||||||||||||
THREE MONTHS ENDED | NINE MONTHS ENDED | 2002 TO | |||||||||||||
DECEMBER 31 | DECEMBER 31 | DECEMBER 31 | |||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | |||||||||||
Cash Flows From | |||||||||||||||
Operating Activities | |||||||||||||||
Loss for the periods | $ | (104,193 | ) | $ | (25,663 | ) | $ | (144,130 | ) | $ | (56,534 | ) | $ | (309,515 | ) |
Adjustments to reconcile net | |||||||||||||||
loss to net cash used in | |||||||||||||||
operating activities | |||||||||||||||
Non-cash services from | |||||||||||||||
officers | 6,000 | 6,000 | 18,000 | 18,000 | 62,700 | ||||||||||
Changes in non-cash working | |||||||||||||||
capital items: | |||||||||||||||
Decrease in accounts | |||||||||||||||
receivable | - | - | - | 1,134 | - | ||||||||||
Increase in prepaid | (19,964 | ) | - | (19,964 | ) | - | (19,964 | ) | |||||||
expense | |||||||||||||||
Increase (Decrease) in due | |||||||||||||||
to related party | (12,073 | ) | - | 9,100 | - | 10,100 | |||||||||
Increase (Decrease) in | |||||||||||||||
accounts payable and | |||||||||||||||
accrued liabilities | (12,432 | ) | 8,662 | (18,018 | ) | 13,490 | 8,914 | ||||||||
(142,662 | ) | (11,001 | ) | (155,012 | ) | (23,910 | ) | (247,765 | ) | ||||||
Cash Flows From Financing | |||||||||||||||
Activities | |||||||||||||||
Loan payable | (8,424 | ) | - | - | - | - | |||||||||
Notes payable | 203,518 | - | 203,518 | - | 203,518 | ||||||||||
Proceeds from issuance | |||||||||||||||
of common stock | - | - | - | 37,569 | 96,767 | ||||||||||
195,094 | - | 203,518 | 37,569 | 300,285 | |||||||||||
Net Increase (Decrease) In | |||||||||||||||
Cash | 52,432 | (11,001 | ) | 48,506 | 13,659 | 52,520 | |||||||||
Cash, Beginning Of Period | 88 | 46,643 | 4,014 | 21,983 | - | ||||||||||
Cash, End Of Period | $ | 52,520 | $ | 35,642 | $ | 52,520 | $ | 35,642 | $ | 52,520 |
The accompanying notes are an integral part of these financial statements
F-4
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY) |
PERIOD FROM INCEPTION, FEBRUARY 21, 2002, TO DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
DEFICIT | ||||||||||||||||||
ACCUMULATED | ||||||||||||||||||
NUMBER | ADDITIONAL | STOCK | DURING THE | |||||||||||||||
OF | PAID-IN | SUBSCRIPTIONS | DEVELOPMENT | |||||||||||||||
SHARES | AMOUNT | CAPITAL | RECEIVED | STAGE | TOTAL | |||||||||||||
Common stock issued for cash | 15,000,000 | $ | 15,000 | $ | (13,500 | ) | $ | - | $ | - | $ | 1,500 | ||||||
Net loss for the period | - | - | - | - | (1,770 | ) | (1,770 | ) | ||||||||||
Balance, March 31, 2002 | 15,000,000 | 15,000 | (13,500 | ) | - | (1,770 | ) | (270 | ) | |||||||||
Common stock issued for cash | 50,000,000 | 50,000 | (45,000 | ) | - | - | 5,000 | |||||||||||
Cash received for stock | ||||||||||||||||||
subscriptions | - | - | - | 31,200 | - | 31,200 | ||||||||||||
Non-cash services from officers | ||||||||||||||||||
and directors | - | - | 9,900 | - | - | 9,900 | ||||||||||||
Net loss for the year | - | - | - | - | (20,484 | ) | (20,484 | ) | ||||||||||
Balance, March 31, 2003 | 65,000,000 | 65,000 | (48,600 | ) | 31,200 | (22,254 | ) | 25,346 | ||||||||||
Common stock issued for cash | 16,200,000 | 16,200 | 36,498 | (31,200 | ) | - | 21,498 | |||||||||||
Non-cash services from officers | ||||||||||||||||||
and directors | - | - | 10,800 | - | - | 10,800 | ||||||||||||
Net loss for the year | - | - | - | - | (39,527 | ) | (39,527 | ) | ||||||||||
Balance, March 31, 2004 | 81,200,000 | 81,200 | (1,302 | ) | - | (61,781 | ) | 18,117 | ||||||||||
Common stock issued for cash | 10,000,000 | 10,000 | 27,569 | - | - | 37,569 | ||||||||||||
Non-cash services from officers | ||||||||||||||||||
and directors | - | - | 24,000 | - | - | 24,000 | ||||||||||||
Net loss for the year | - | - | - | - | (103,604 | ) | (103,604 | ) | ||||||||||
Balance, March 31, 2005 | 91,200,000 | 91,200 | 50,267 | - | (165,385 | ) | (23,918 | ) | ||||||||||
Non-cash services from officers | ||||||||||||||||||
and directors | - | - | 18,000 | - | - | 18,000 | ||||||||||||
Cancellation of 62,500,000 | ||||||||||||||||||
common shares | (62,500,000 | ) | (62,500 | ) | 62,500 | - | - | - | ||||||||||
Net loss for the period | - | - | - | - | (144,130 | ) | (144,130 | ) | ||||||||||
Balance, December 31, 2005 | 28,700,000 | $ | 28,700 | $ | 130,767 | $ | - | $ | (309,515 | ) | $ | (150,048 | ) |
The accompanying notes are an integral part of these financial statements
F-5
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
NOTES TO FINANCIAL STATEMENTS |
DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
1. | ORGANIZATION AND BASIS OF PRESENTATION |
|
a) | Organization |
|
Digital Ecosystems Corp. (the Company), a development stage company, was incorporated in Nevada on February 21, 2002. |
||
The Company is engaged in the business of providing consumers with clean and pure bottled and bulk drinking water through various distribution methods, and the provision of the various technologies that make water purification possible. As at December 31, 2005, the Company is evaluating whether to continue their water business and is considering pursuing other opportunities in the oil and natural gas business. |
||
The Companys Board of Directors approved a stock split during the period ended September 30, 2005. All share and per share amounts for the period ended December 31, 2005 and comparative amounts for all periods presented have been restated to reflect the forward stock split unless otherwise indicated. |
||
b) | Basis of Presentation |
|
The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Companys financial position and the results of its operations for the periods presented. This report on Form 10-QSB should be read in conjunction with the Companys financial statements, and notes thereto, included in the Companys Form 10-KSB for the fiscal year ended March 31, 2005. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Companys Form 10-KSB for the fiscal year ended March 31, 2005, has been omitted. The results of operations for the nine month period ended December 31, 2005 are not necessarily indicative of results for the entire year ending March 31, 2006. |
F-6
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
NOTES TO FINANCIAL STATEMENTS |
DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
1. | ORGANIZATION AND BASIS OF PRESENTATION (Continued) |
|
b) | Basis of Presentation (Continued) |
|
The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2005, the Company had $52,520 in cash, negative working capital of $150,048, and accumulated net losses of $309,515 since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company does not have sufficient cash on hand to fund its proposed expenditures for the next twelve months and will require additional funding. These factors raise substantial doubts that the Company will be able to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable products and processes, and ultimately to establish successful operations. The Company anticipates covering its costs by operating revenues and additional equity financing. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. |
||
The Company is not currently earning any revenues. |
||
2. | RELATED PARTY TRANSACTIONS |
|
a) | Due to Related Party |
|
The Companys former president and director has made payments on behalf of the Company to suppliers in the amount of $17,173. These amounts were advanced without interest and are due on demand. On November 1, 2005, the Companys former president and director forgave the entire amount owing from the Company. |
||
As of December 31, 2005, the Companys current president and director is owed an amount of $10,100 for consulting services rendered. This amount bears no interest and is repayable on demand. |
F-7
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
NOTES TO FINANCIAL STATEMENTS |
DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
2. | RELATED PARTY TRANSACTIONS (Continued) |
|
b) | Non-Cash Services Rendered by Related Parties |
|
The Company has been provided with non-cash services from two officers and directors. Accordingly, consulting services have been recorded of $18,000 (2004 - $18,000), and additional paid-in capital has been increased by the corresponding amount. |
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The value of the consulting services has been calculated by establishing the fair value of the hourly rate, times the estimated total hours spent by the directors. No monetary amount will be paid or exchanged for these services. |
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3. | NOTES PAYABLE |
|
a) | The Company entered into a loan agreement on October 11, 2005 in the amount of $100,000. The loan bears interest at 12% per annum, is due on or before October 11, 2006, is unsecured, and is convertible at the option of the lender at a price per share equal to the closing price of the Companys common share on the OTC.BB market on the day preceding notice from the lender of its intent to convert the loan. |
|
b) | The Company entered into a loan agreement on December 5, 2005 in the amount of $100,000. The loan bears interest at 12% per annum, is due on or before December 5, 2006, is unsecured, and is convertible at the option of the lender at a price per share equal to the closing price of the Companys common share on the OTC.BB market on the day preceding notice from the lender of its intent to convert the loan. |
|
4. | CAPITAL STOCK |
|
From inception on February 21, 2002 to March 31, 2002, the Company issued 15,000,000 common shares in exchange for cash proceeds of $1,500. |
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During the year ended March 31, 2003, the Company issued 50,000,000 common shares, in exchange for cash proceeds of $5,000. It also received $31,200 for stock subscriptions for shares issued the following year. |
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During the year ended March 31, 2004, the Company issued 16,200,000 common shares in exchange for cash proceeds of $52,698 including the $31,200 received for share subscriptions in 2003. |
F-8
DIGITAL ECOSYSTEMS CORP. |
(A Development Stage Company) |
NOTES TO FINANCIAL STATEMENTS |
DECEMBER 31, 2005 |
(Unaudited) |
(Stated in U.S. Dollars) |
4. | CAPITAL STOCK (Continued) |
|
During the year ended March 31, 2005, the Company issued 10,000,000 common shares in exchange for cash proceeds of $37,569. |
||
In the second quarter ended September 30, 2005, the Companys Board of Directors approved 10:1 forward stock split. As a result of the stock split, an additional 82,080,000 shares of common stock were issued. |
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In the second quarter ended September 30, 2005, the Company cancelled 62,500,000 shares of common stock and they were returned back to the Companys treasury for no proceeds. |
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5. | COMMITMENTS |
|
a) | The Company entered into a business consulting agreement with Beneficial Designs Inc. The term of the agreement is for thirteen months commencing October 1, 2005. In consideration for the marketing and investor relations services provided, the Company will pay to Beneficial Designs Inc. a fee in the amount of $10,000 per month, payable at the beginning of each month. |
|
b) | The Company entered into a marketing management services agreement with Chorus Marketing Ltd. The term of the agreement is for one year commencing October 15, 2005. In consideration for the marketing services provided, the Company will pay a monthly retainer of $5,000 plus any additional expenditures that may be incurred. Payment is due at the beginning of each month. |
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6. | SUBSEQUENT EVENT |
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On February 10, 2006, the Company entered into a definitive Share Exchange Agreement with GSL Energy Corporation (GSL), a Maryland Corporation, and MABio Materials Corporation, a Maryland corporation, and MAB Resources LLC, a Delaware limited liability company (collectively, the GSL Shareholders), for the purpose of acquiring at least 80% of the issued and outstanding common shares of GSL. Pursuant to the terms of the agreement and subject to closing, 100,000,000 common shares of GSL held by the GSL Shareholders will be converted, on a one for one basis, into shares of the Companys common stock. Further, the Company will assume the obligations of GSL to issue additional shares of the common stock of GSL pursuant to options issued under GSLs stock option plan, certain agreements entered into by GSL, and GSLs convertible debentures and convertible notes outstanding. |
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the SEC), particularly our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.
INTRODUCTION
We are a development stage company in the business of developing and operating an internet based drinking water information and order service (the Water Business). Our plan of operation, subject to the completion of our transaction with GSL Energy Corporation, is to develop a comprehensive one-stop-shop source of water and water information and to become established as a significant industry distributor. On February 10, 2005 we entered into a definitive agreement with GSL Energy Corporation ("GSL"), a Maryland corporation, for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the agreement and subject to closing, 100,000,000 shares of GSLs issued and outstanding common stock held by certain of GSLs stockholders will be converted on a one for one basis into shares of Digitals common stock (the Exchange), and Digital will assume the obligations of GSL to issue additional shares of the common stock of GSL. Upon closing of the Exchange, we will own and operate the assets of GSL and change our business to that of GSL.
We have not earned any revenues to date, and from inception to December 31, 2005, we have suffered cumulative losses in the amount of $309,515. Closing of the Exchange is subject to a number of conditions and there is no assurance that the transaction with GSL will be completed.
Recent Corporate Developments
Since the completion of our last fiscal quarter ended September 30, 2005, we have experienced the following corporate developments:
1. |
We entered into a stock exchange agreement with GSL Energy Corporation, MABio Materials Corporation and MAB Resources LLC for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the agreement and subject to closing, 100,000,000 shares of GSLs issued and outstanding common stock held by certain of GSLs stockholders will be converted on a one for one basis into shares of Digitals common stock, and Digital will assume the obligations of GSL to issue additional shares of the common stock of GSL pursuant to options issued under GSLs stock option plan, certain agreements entered into by GSL, and GSLs convertible debentures and convertible notes outstanding. GSL presently has 103,241,000 shares of its common stock issued and outstanding, and has options, convertible debentures and convertible notes outstanding to acquire additional shares of the common stock of GSL. Upon closing of the transaction, Digital will own and operate the assets of GSL and change its business to that of GSL. Closing of the Exchange is subject to a number of conditions, including the following: (i) |
3
satisfactory completion of due diligence by both parties; and (ii) delivery of financial statements of GSL required under securities laws. | |
2. |
On February 2, 2006, we entered into a loan agreement (the Loan Agreement) with Carnavon Trust Reg., a Liechtenstein domiciled discretionary trust, (Carnavon) of Aeulestrasse 5, FL-9490 Vaduz, Liechtenstein, pursuant to which we received a loan of $50,000. The loan accrues interest at a rate of twelve percent (12%) per annum and is for a term of one year. At the option of Carnavon, the loan or any portion thereof, may be converted into shares of Digital during the term of the loan agreement or upon maturity, at a price per share equal to the closing price of the our shares on the OTC Bulletin Board on the day preceding notice from Carnavon of its intention to convert. Prior to entering the Loan Agreement with Carnavon, we received from Carnavon a loan of $100,000 on December 5, 2005 and a loan $100,000 on October 11, 2005, respectively, on terms identical to those of the Loan Agreement. |
3. |
On January 3, 2006, Allan D. Laird was appointed as a member of our Board of Directors. Mr. Laird has extensive international oil and gas industry experience and is an expert in unconventional gas reservoirs. He is presently providing engineering and business development services to Falcon Oil & Gas Ltd. of Colorado, an oil and gas resource company listed on the TSX Venture Exchange. Prior to that, Mr. Laird was Executive Vice President of Ledge Resources, a private oil and gas company in Alberta. He also contributed significantly to the efforts by Ultra Petroleum on the Basin Centered Gas Accumulation (BCGA) project in the Green River Basin of Wyoming. Mr. Laird is the former President and Director of Gemini Energy Corp. and was also the President and a Director of Rapid Technology Corp. He graduated from Queens University with a B.Sc. in Mining Engineering in 1980 and is a Registered Professional Engineer in the Province of Alberta. |
4. |
During our third fiscal quarter ended December 31, 2005 we entered into a Letter of Intent (the LOI) dated November 18, 2005, as amended December 30, 2005, with GSL Energy Corporation, for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the LOI, subject to the entry into a definitive agreement between the parties, each share of GSLs issued and outstanding common stock was to be converted into one share of Digitals common stock (the Exchange). The LOI was non-binding except as to the following provisions: (i) the parties agreed to pay their own costs associated with the LOI and the transactions contemplated therein, (ii) and Digital agreed not to enter into other negotiations for the merger or purchase of Digital during the term of the LOI. |
5. |
On December 13, 2005, we entered into a Research Distribution Agreement (the Distribution Agreement) with Taglich Brothers, Inc. (Taglich) of 405 Lexington Avenue, 51st Floor, New York, NY, USA, 10174, pursuant to which Taglich agreed to provide us with internet posted research report and quarterly updates in addition to the dissemination of such research reports to investors that subscribe to the Taglich website database. The Distribution Agreement commenced on December 13, 2005 and continues for an initial one-year term until December 13, 2006 and thereafter on a month to month basis at the option of Digital. In consideration of the foregoing, we agreed to pay to Taglich $21,000 in US funds for the initial one year term and thereafter, should we choose to continue on a month to month basis, a fee in the amount of $1,750 per month. |
6. |
We entered into a Marketing Management Services Contract (the Marketing Agreement) with Chorus Marketing (Chorus) dated October 15, 2005. Pursuant to the terms of the Marketing Agreement, we agreed to pay Chorus $5,000 per month in consideration of which Chorus agreed to act as our representative and oversee the coordination of marketing initiatives on our behalf including: brand identity, website design and development, investor information packages, copywriting, editing and proofing and news release dissemination services. We further agreed to reimburse Chorus for all disbursements reasonably incurred by Chorus for the purpose of providing |
4
the consulting services to us. The Marketing Agreement is for a term of one year and expires on October 16, 2006. | |
7. |
We entered into a consulting agreement with Beneficial Designs, Inc. (BDI) dated October 1, 2005 (the Consulting Agreement), pursuant to which BDI agreed to provide Digital with certain marketing and investor relations services in consideration of which we are to pay $10,000 per month to BDI. We further agreed to reimburse BDI for all disbursements reasonably incurred by BDI for the purpose of providing the consulting services to Digital. The Consulting Agreement commenced October 1, 2005 and terminates on October 31, 2006. The Consulting Agreement may be terminated by either party on 30 days written notice with the exception that during the first 90 day probationary period of the Consulting Agreement we may at our option terminate the Consulting Agreement. |
Stock Exchange Agreement with GSL Energy Corporation
During our third fiscal quarter ended December 31, 2005 we entered into a Letter of Intent (the LOI) dated November 18, 2005, as amended December 30, 2005, with GSL Energy Corporation, for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the LOI, subject to the entry into a definitive agreement between the parties, each share of GSLs issued and outstanding common stock was to be converted into one share of Digitals common stock. The LOI was non-binding except as to the following provisions: (i) the parties agreed to pay their own costs associated with the LOI and the transactions contemplated therein, (ii) and Digital agreed not to enter into other negotiations for the merger or purchase of Digital during the term of the LOI.
On February 10, 2006 Digital entered into a Stock Exchange Agreement (the “Exchange Agreement”) with GSL Energy Corporation, MABio Materials Corporation and MAB Resources LLC for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the agreement and subject to closing, 100,000,000 shares of GSL’s issued and outstanding common stock held by certain of GSL’s stockholders will be converted on a one for one basis into shares of Digital’s common stock (the “Exchange”), and Digital will assume the obligations of GSL to issue additional shares of the common stock of GSL pursuant to options issued under GSL’s stock option plan, certain agreements entered into by GSL, and GSL’s convertible debentures and convertible notes outstanding.
Closing of the Exchange is subject to a number of conditions including the following:
(i) |
From the date of the execution of the Exchange Agreement, Digital carry out its business in the ordinary course consistent with past practice and is not permitted without the consent of GSL, to: enter into other agreements, modify its incorporating documents, declare or pay any dividends, sell or lease or encumber its assets, issue, deliver or sell any of its shares, incur any additional indebtedness, grant severance or termination pay to directors, officers or employees, commence a lawsuit, make any changes in respect of its taxes, and discharge any liabilities or claims other than in the ordinary course of business; | |
(ii) | Digital’s total liabilities must not exceed $275,000 plus any amounts accrued, but unpaid, under its material agreements, from the date of the Exchange Agreement until the closing date; | |
(iii) |
GSL having delivered to Digital financial statements required under applicable regulations of the SEC; and | |
(iv) |
Satisfactory completion of due diligence of each of the parties to the Exchange Agreement. |
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GSL presently has 103,241,000 shares of its common stock issued and outstanding, and has options, convertible debentures and convertible notes outstanding to acquire additional shares of the common stock of GSL. Upon closing of the Exchange, Digital will own and operate the assets of GSL and change its business to that of GSL. There is no assurance that the Exchange transaction will be completed.
GSL is an oil and gas exploration company that was formed in June, 2005 and that has acquired primarily unconventional undeveloped oil and natural gas prospects in North America and Australia.
The foregoing summary is qualified in its entirety by reference to the Exchange Agreement which is filed as Exhibit 10.8 to this Quarterly Report and the LOI which is filed as an exhibit to Digitals Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005 and January 4, 2006.
Water Business
Our Water Business is intended to serve customers through a website that directs regional sales to the local area affiliate and coordinates sales and distribution. We intend to aggregate contacts in the water industry to provide the most comprehensive catalog of water products and bring them to communities in North America with plans to expand globally. The products we intend to offer cover a range from:
(a) |
Bottled water applications; |
(b) |
Information and reports on the water industry; and |
(c) |
A community based website whereby people can educate themselves about water and the water industry. |
Our objective is to provide the consumer and researcher with current information about bottled water. By offering a comprehensive one-stop-shop source of water and water information, we hope to become established as a significant industry distributor. The opportunity exists now because the convergence of widespread consumer access to the internet and inexpensive and robust web technology has made it feasible to offer information at low cost.
Subject to the closing of our transaction with GSL, our business plan is to use our website to earn revenues from the following sources:
(a) |
Reselling private label reselling agreements; | |
(b) |
Establishing additional affiliations to capture advertising revenue; and | |
(c) |
Sale of products and all e-commerce transactions originating from our website |
We have not earned any revenues to date. Subject to the closing of our transaction with GSL, we plan to use our website to earn revenues from advertising, sales of products and all e-commerce transactions originating from our website. We do not anticipate earning revenues until such time as we complete the marketing, promotion and development of our website.
PLAN OF OPERATION
We have not earned any revenues to date, and from inception to December 31, 2005, we have suffered cumulative losses in the amount of $309,515.
Subject to the closing of our transaction with GSL and our ability to obtain additional financing, the
6
following are the highlights our milestones and objectives for developing and marketing our website over the next twelve months:
Milestones and Objectives |
Anticipated Costs |
Time Frame | ||
1. Complete web site development, hosting, working capital. | $5,000 | 1 month | ||
2. Complete beta testing of web site | $5,000 | 1 month | ||
3. Registering
vendors/vendees contacting and signing up related parties. |
$1,000 | 4 - 6 months | ||
4. Building an experienced
advisory board recruiting key, seasoned personnel. |
$2,000 | 6 - 8 months | ||
5. Developing key industry
relationships building out web portal with related industry groups. |
$1,000 | 9 - 12 months | ||
6. Build relationships
with key players in industry attend trade shows, join industry organizations. |
$2,000 | 9 - 12 months | ||
7. Develop private water
label distribution secure relationship with water supplier, label supplier, expand sales mission. |
$2,000 | 4 - 6 months | ||
8. Implement marketing and advertising campaign. | $12,000 | 9 - 12 months | ||
TOTAL |
$30,000 | - |
We anticipate that we will spend approximately $207,000 over the next twelve months on the following expenses:
Category | Planned Expenditures over the Next
Twelve Months (US$) |
Professional Fees | $15,000 |
Office Expenses | $12,000 |
Consulting Fees | $180,000 |
TOTAL | $207,000 |
As of the fiscal quarter ended December 31, 2005, we had a cash balance of $52,520. We presently do not have sufficient cash on hand to fund our proposed expenditures for the next twelve months, and will require additional financing to pursue our stated plan of operation. As a result, we have not made any significant progress in pursuing our plan of operation since the completion of our fiscal year ended March 31, 2005. Further marketing and development work on our website, also will require additional funding in the event that our current cash on hand is insufficient for any additional work proposed.
We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional expenditures. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as we generate revenues from our website operations. We do not have any arrangements in place for any future equity financing.
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Revenues
We have not earned any revenues to date, and from inception to December 31, 2005, we have suffered cumulative losses in the amount of $309,515.
LIQUIDITY AND FINANCIAL CONDITION
Working Capital
Percentage | |||
At December 31, 2005 | At March 31, 2005 | Increase / (Decrease) | |
Current Assets | $72,484 | $4,014 | 1,705.7% |
Current Liabilities | $222,532 | $27,932 | 696.7% |
Working Capital (Deficit) | $(150,048) | $(23,918) | (527.3)% |
Cash Flows
Nine Months Ended December 31 | ||
2005 | 2004 | |
Cash Flows From Operating Activities | $(155,012) | $(23,910) |
Cash Flows From Financing Activities | $203,518 | $37,569 |
Net Increase (Decrease) in Cash During Period | $48,506 | $13,659 |
The decreases in our working capital surplus at December 31, 2005 from our year ended March 31, 2005, and the increases in our cash used during the periods ended on December 31, 2005, from the comparable periods of the preceding fiscal year are primarily a result of the increase in our professional fees relating to our transaction with GSL.
Our former president and director made payments on behalf of Digital to suppliers in the amount of $17,173. These amounts were advanced without interest and were due on demand. On November 1, 2005, our former president and director forgave the entire amount owing from us. As of December 31, 2005, G. Leigh Lyons, our current president and a director, is owed an amount of $10,100 for consulting services rendered. This amount bears no interest and is repayable on demand. We have also received non-cash services from two officers and directors of Digital. Accordingly, consulting services have been recorded in the amount of $18,000 and additional paid-in capital on our financial statements accompanying this quarterly report have been increased by the corresponding amount.
Loan Agreements with Carnavon Trust Reg.
On February 2, 2006, we entered into a loan agreement (the “Loan Agreement”) with Carnavon Trust Reg., a Liechtenstein domiciled discretionary trust, (“Carnavon”) of Aeulestrasse 5, FL-9490 Vaduz, Liechtenstein, pursuant to which we received a loan of $50,000. The loan accrues interest at a rate of twelve percent (12%) per annum and is for a term of one year. At the option of Carnavon, the loan or any portion thereof, may be converted into shares of Digital during the term of the loan agreement or upon maturity, at a price per share equal to the closing price of the our shares on the OTC Bulletin Board on the day preceding notice from Carnavon of its intention to convert. Prior to entering the Loan Agreement with Carnavon, we received from Carnavon a loan of $100,000 on December 5, 2005 and a loan of $100,000 on October 11, 2005, respectively, on terms identical to those of the Loan Agreement.
8
Future Financings
From inception to December 31, 2005, we have suffered cumulative losses in the amount of $309,515. We expect to continue to incur substantial losses as we continue the development of our business.
Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives and working capital needs and are currently evaluating several financing options. However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of and, if successful, to earn revenues from the operation of, our website. As a result of the foregoing, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no 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.
CRITICAL ACCOUNTING POLICIES
We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations.
Estimates
The preparation of our financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the reporting period. Actual results in future periods could be different from these estimates made.
Start-Up and Development Costs
Since inception, certain expenditures have been incurred primarily for product development, business development, market development and financing purposes. While these expenditures are intended to benefit future periods, we follow the accounting policy of expensing as incurred those expenditures not identified with specific projects or financing activities.
Comprehensive Income (Loss)
SFAS No. 130 establishes standards for reporting comprehensive income (loss) and its components in financial statements. Comprehensive loss, as defined, includes all changes in equity (net assets) during a period from non-owner sources. To date, we have not had any significant transactions that are required to be reported in other comprehensive income (loss).
9
RISKS AND UNCERTAINTIES
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
We Have Yet To Attain Profitable Operations And Because We Will Need Additional Financing To Fund The Development Of Our Website, Our Accountants Believe There Is Substantial Doubt About Our Ability To Continue As A Going Concern.
We have incurred a net loss of $309,515 for the period from inception to December 31, 2005, and have earned no revenues to date. Our future is dependent upon future profitable operations from our business. These factors raise substantial doubt that we will be able to continue as a going concern. We have cash in the amount of $52,520 as of December 31, 2005. Our total expenditures over the next twelve months are anticipated to be approximately $207,000, the majority of which is due to consulting fees and expenditures related to general, legal, accounting and administrative expenses as a result of our becoming a reporting issuer under the Exchange Act. We presently do not have sufficient cash on hand to fund our proposed expenditures for the next twelve months and will require additional financing. Further marketing and development work on our website will also require additional funding in the event that our cash on hand is insufficient for any additional work proposed.
Our financial statements included with this Quarterly Report have been prepared assuming that we will continue as a going concern. If we are not able to earn revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected. These factors raise substantial doubt that we will be able to continue as a going concern and adversely affect our ability to obtain additional financing.
Our Short Operating History Makes our Business Difficult To Evaluate, Accordingly, We Have A Limited Operating History Upon Which To Base An Evaluation Of Our Business And Prospects.
We have a limited operating history upon which to base an evaluation of our business and prospects. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as electronic commerce. These risks include: the initial completion of a developed product, the demand for the companys product, the companys ability to adapt to rapid technological change, the level of product and price competition, the companys success in setting up and expanding distribution channels and whether the company can develop and market new products and control costs.
To address these risks, we must successfully implement our business plan and marketing strategies. We may not successfully implement all or any of our business strategies or successfully address the risks and uncertainties that we encounter.
We Have No Revenues, Accordingly, There Is No Assurance That We Will Be Able To Generate Revenues From Sales Commissions And Advertising Or That The Revenues Generated Will Exceed The Operating Costs Of Our Business.
Our business and marketing strategy contemplates that we will earn a substantial portion of our revenues from sales commissions and advertising. We have no history of earning revenues and there is no assurance that we will be able to generate revenues from sales commissions and advertising or that the revenues
10
generated will exceed the operating costs of our business. Customers may not accept our website as an acceptable source of water supply services.
Operating Results Are Difficult To Predict, With The Result That We May Not Achieve Profitability And Our Business May Fail.
Our future financial results are uncertain due to a number of factors, many of which are outside our control. These factors include:
(1) |
Our ability to successfully market our Website and the Water Business; | |
(2) |
Our ability to generate revenue through the Website and the Water Business; | |
(3) |
The timing, cost and availability of services on Websites comparable to ours and other non- web services; | |
(4) |
The amount and timing of costs relating to expansion of our operations; | |
(5) |
The announcement or introduction of competing websites and products of competitors; | |
(6) |
General economic conditions and economic conditions specific to the internet and electronic commerce; and | |
(7) |
Our ability to transition the business from the Water Business to the Oil and Gas Business, should we determine to pursue that strategy. |
These factors could negatively impact on our financial results, with the result that we may not achieve profitability and our business may fail.
We Will Require Additional Financing And May Not Be Able To Continue Operations If Additional Financing Is Not Obtained.
As of December 31, 2005, we had cash in the amount of $52,520. Our total expenditures over the next twelve months are anticipated to be approximately $207,000 the majority of which is due to consulting fees and general, legal, accounting and administrative expenses associated with our becoming a reporting issuer under the Exchange Act. Further marketing and development work on our Website will require additional funding in the event that our current cash on hand is insufficient for any additional work proposed. After the twelve month period, we will require additional financing for any operational expenses and to pursue our plan of operation. We have no agreements for additional financing and there can be no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete our plan of operation.
Recognition Of The Website Is Essential To Growth Of The Water Business, If We Are Unsuccessful In Building Strong Recognition Of The Website, Then We May Not Be Able To Achieve Revenues.
We believe that the successful marketing, development and promotion of our website is critical to our success in attracting customers. Furthermore, we believe that the importance of customer awareness will increase as low barriers to entry encourage the proliferation of websites. If we are unsuccessful in building strong recognition of our website, then we may not be able to achieve revenues. Our website is intended to be marketed through various techniques including: search engine placement, opt-in newsletters, links, cross branding and banner ads. Supplier candidates are expected to be identified for each geographic region we have targeted. Candidates for supply or representation agreements are expected to be bottled water companies. Alliances are intended to be formed with local companies in the bottled industry in each area. A similar process is intended to be followed in each region as we expand. The marketing and promotion efforts contemplated by us may not be successful in creating business awareness of the website or in enabling us to achieve revenues.
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We Will Rely On Our Internet Service Provider For The Operation Of Our Business, If The Quality Of Products And Services Provided By Our Internet Service Provider Falls Below A Satisfactory Standard, Our Business Could Be Harmed.
Our current state of technology involves utilizing commercially available licensed technology to operate our web portal, through Kekko Enterprises Inc., the host and monitor of our Website and our internet service provider. The hosting is run through a server called Hayasa Networks at www.hayasa.com. The server is co-located in Kelowna, British Columbia and connected to large local providers including SHAW BigPipe, TELUS Business Internet services and other smaller local providers in the area.
We depend on our internet service provider for the following:
(1) |
we do not own a gateway onto the internet, but instead rely on an internet service provider to connect the Website to the internet; and | |
(2) |
the Website depends on operating system, database, and server software that has been developed, produced by third parties. |
We are not substantially dependent on any third party. We have no formal agreements with our internet service provider and do not anticipate any difficulty in locating another internet service provider in the event we experience any disruption in service. However, if we are unable to locate another internet service provider within a sufficient amount of time, or if the quality of products and services provided by such third parties falls below a satisfactory standard, our business could be harmed. A disruption in service, whether due to internal technical or external factors, could result in customer dissatisfaction and loss of credibility. Also, our loss of or inability to maintain or obtain upgrades to certain licensed technology could result in delays in developing our systems until equivalent technology could be identified or developed, and integrated.
We Depend On Recruiting And Retaining Qualified Personnel And The Inability To Do So Would Seriously Harm Our Business.
Our success is dependent in part on the services of certain key management personnel, including G. Leigh Lyons, our sole director and officer. We presently do not have any formal or written agreements with our key management personnel providing services to us. The experience of our management is an important factor contributing to our success and growth and the loss of our management could have a material adverse effect on our company. Our future success also depends on our attracting, retaining and motivating highly skilled personnel and we may be unable to retain our key personnel or attract, assimilate or retain other highly qualified personnel in the future.
We may also experience difficulty in hiring and retaining highly skilled consultants with appropriate qualifications. Because of the technical nature of our products and services and the market in which we compete, our success depends on the continued services of our current executive officers and our ability to attract and retain qualified personnel in the information technology industry. Competition for qualified personnel in the information technology industry is intense. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.
A Disruption In Our Hosting Services, Whether Due To Internal Technical Or External Factors, Could Result In Customer Dissatisfaction And Loss Of Credibility.
Substantially all of our communications software and hardware and computer hardware is expected to be hosted at a remote facility in Vancouver, British Columbia. The hosts systems are vulnerable to damage from earthquake, fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite the hosts implementation of network security measures, its servers may also be vulnerable to computer
12
viruses, physical or electronic break-ins, attempts by third parties deliberately to exceed the capacity of the hosts systems and similar disruptive problems. A disruption in service, whether due to internal technical or external factors, could result in customer dissatisfaction and loss of credibility. We do not have property and business interruption insurance to compensate for losses that may occur resulting from such problems.
We May Not Be Able To Protect Our Proprietary Rights, And Our Inability Or Failure To Do So Could Result In Loss Of Competitive And Commercial Advantages That We Hold.
Our performance and ability to compete are dependent to a significant degree on our ability to protect and enforce our intellectual property rights. Presently our intellectual property consists of our domain name www.digitalecosystems.com and our trade name Digital Ecosystems.
We may not be able to protect our proprietary rights, and our inability or failure to do so could result in loss of competitive and commercial advantages that we hold. Additionally, we may choose to litigate to protect our intellectual property rights, which could result in a significant cost of resources and money. We cannot assure success in any such litigation that we might undertake.
Because We Are Significantly Smaller And Less Established Than A Majority Of Our Competitors, We May Lack The Financial Resources Necessary To Compete Effectively And Sustain Profitability.
We operate in competitive, fragmented industries and compete for clients with a variety of larger and smaller companies that offer similar products and services. Many of these competitors are more established, offer more products, services and features, have a greater number of clients, locations, and employees, and also have significantly greater financial, technical, marketing, public relations, name recognition, and other resources than we have. While our objective is to continue to develop our Website, we currently or potentially compete with a variety of competitors involved in providing services via the internet. These competitors include:
(1) |
http://www.culligan.com/ | |
(2) |
http://www.pentawater.com/ | |
(3) |
http://www.waternet.com/ | |
(4) |
http://www.lakotawater.com/ | |
(5) |
http://www.purewaterinc.com/ | |
(6) |
http://www.bottledwaterweb.com/ | |
(7) |
http://www.allwater.com/ |
There are a number of web based water sites that offer similar content and services to us. They are, however, usually concerned with either contextual education such as current events related to the water industry, and or they sell only one particular product. We intend to aggregate a considerable line of products both in the bottled water sector and in the preparation of clean water with filters, reverse osmosis or desalination products.
Increased competition may result in the reduction in advertising fees, the reduction of use of the Website and the inability of our company to generate acceptance of the Website. Each of these factors would likely result in increased operating costs and the inability to generate revenues, any one of which could materially adversely affect our business, results of operations and financial condition. Many of our current and potential competitors have significantly greater financial, marketing, customer support, technical and other resources than us. As a result, such competitors may be able to attract potential users away from the Website, and they may be able to respond more quickly to changes in customer preferences or to devote greater resources to the development and promotion of their websites than we can.
13
Because Our Stock Is A Penny Stock, Stockholders Will Be More Limited In Their Ability To Sell Their Stock.
The shares of our common stock constitute penny stocks under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.
The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.
Legal remedies, which may be available to you as an investor in "penny stocks", are as follows:
(a) |
if "penny stock" is sold to you in violation of your rights listed above, or other federal or states securities laws, you may be able to cancel your purchase and get your money back. |
(b) |
if the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages. |
(c) |
if you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration. |
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our
14
internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number |
Description of Exhibits |
3.1 | Articles of Incorporation.(1) |
3.2 | Certificate of Change to Authorized Capital Pursuant to NRS 78.209.(3) |
3.3 | Bylaws, as amended.(1) |
4.1 | Form of Share Certificate.(1) |
10.1 | Business Consultant Agreement dated October 1, 2005.(4) |
10.2 | Marketing Management Contract dated October 15, 2005.(4) |
10.3 | Loan Agreement dated for reference October 11, 2005 between Carnavon Trust Reg. and Digital Ecosystems Corp.(5) |
10.4 | Letter of Intent dated November 18, 2005 between GSL Energy Corporation and Digital Ecosystems Corp. (6) |
10.5 | Amendment to Letter of Intent dated November 18, 2005 between GSL Energy Corporation and Digital Ecosystems Corp.(7) |
10.6 | Loan Agreement dated for reference December 5, 2006 between Carnavon Trust Reg. and Digital Ecosystems Corp. |
10.7 | Loan Agreement dated for reference February 2, 2006 between Carnavon Trust Reg. and Digital Ecosystems Corp. |
10.8 | Stock Exchange Agreement dated February 10, 2006 between Digital Ecosystems Corp., GSL Energy Corporation, MABio Materials Corporation and MAB Resources LLC |
14.1 | Code of Ethics.(2) |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Notes
(1) |
Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on September 16, 2004, as amended. |
(2) |
Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on July 13, 2005. |
(3) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 20, 2005. |
(4) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 28, 2005. |
(5) |
Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on November 21, 2005. |
(6) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 25, 2005. |
(7) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 4, 2006. |
17
REPORTS ON FORM 8-K
The following Current Reports on Form 8-K were filed since the beginning of the quarterly period ended December 31, 2005:
Date of Report
on Form 8-K (YYYY/MM/D D) |
Date of Filing
with the SEC (YYYY/MM/D D) |
Description of the Form 8-K | ||||
2005/10/01 | 2005/10/28 | Item 1.01 - Entry Into Consulting Agreement and Entry
Into Marketing Agreement. | ||||
2005/11/18 | 2005/11/25 | Item 1.01 - Entry Into Material Definitive
Agreement - Letter of Intent dated November 18, 2005 with GSL Energy Corporation. | ||||
2005/12/30 |
2006/01/04 |
Item 1.01 - Entry Into Material Definitive
Agreement Amendment to Letter of Intent with GSL Energy Corporation;
Item 7.01 - Regulation F-D Disclosure postponement of special meeting. | ||||
2006/01/03 | 2006/01/10 | Item 5.02 - Appointment of Allan Laird as additional Director. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL ECOSYSTEMS CORP. | ||||
Date: | February 16, 2006 | By: | /s/ G. Leigh Lyons | |
G. LEIGH LYONS | ||||
President, Secretary, Treasurer, | ||||
Chief Executive Officer and Chief Financial Officer | ||||
Director | ||||
(Principal Executive Officer) | ||||
(Principal Accounting Officer) |