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BTCS Inc. - Quarter Report: 2011 June (Form 10-Q)

f10q0611_touchit.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
Form 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 For the quarterly period ended June 30, 2011
   
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
   
For the transition period from _________ to _____________
 
Commission file number 333-151252
 
TouchIT Technologies, Inc.
 
 (Exact Name of Registrant as Specified in Its Charter)

Nevada
 
26-2477977
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
Istanbul Trakya Serbest Bölgesi Atatürk Bulvari Ali Riza Efendicd., A4 Blok Çatalca, Istanbul Turkey
 (Address of Principal Executive Offices) (Zip Code)

00 44 207 858 1045
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

Yes  x     No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes  x     No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Larger accelerated filer       o
Accelerated filer    o
Non-accelerated filer       o
Smaller reporting company     x
(Do not check if a 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  ¨     No  x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 68,449,419 shares of common stock outstanding as of August 12, 2011.
 
 
 

 
 
TOUCHIT TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

INDEX

   
Page
PART I - FINANCIAL INFORMATION
  4
     
Item 1. 
Financial Statements.
4
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
58
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
  65
     
Item 4.
Controls and Procedures.
  65
     
PART II - OTHER INFORMATION
  65
     
Item 1.
Legal Proceedings.
66
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.  66
     
Item 6.
Exhibits.
66
     
Signature
 
 
 
2

 
 
EXPLANATORY NOTE
 
TouchIT Technologies, Inc. (the “Company”) was incorporated in the State of Nevada as “Hotel Management Systems, Inc.”  On May 7, 2010, the Company entered into a share exchange agreement, with TouchIT Technologies Koll Sti (“TouchIT Tech KS”), TouchIT Education Koll Sti (“TouchIT Ed”)(“TouchIT Ed” and together with TouchIT Tech KS, “TouchIT”), and the stockholders of TouchIT Tech KS and Touch Ed.  Both TouchIT Tech KS and TouchIT Ed are corporations formed under the laws of Turkey and are based in Istanbul, Turkey. The closing of the transaction (the “Closing”) took place on May 7, 2010 (the “Closing Date”), all as disclosed on Form 8-K filed by the Company with the Securities and Exchange Commission on May 24, 2010.  See “Recent Developments”.  Subsequently, the Registrant amended its Articles of Incorporation to change its name to TouchIT Technologies, Inc., as disclosed on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2010.
 
Unless otherwise specified or required by context, as used in this Quarterly Report on Form 10-Q, the terms “we,” “our,” “us” and the “Company” refer collectively to (i) TouchIT Technologies, Inc., a Nevada corporation (“TouchIT”), (ii) TouchIT Tech KS and TouchIT Ed, both being wholly-owned subsidiaries of TouchIT.  In this Quarterly Report on Form 10-Q, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the shares of our common stock, $0.001 par value per share. All financial information presented is for the combined entity TouchIT, which comprises of TouchIT Tech KS and TouchIT Ed. They have not been consolidated and inter-company transactions, although not significant, do exist.
 
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
 
In addition to historical information, this Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management’s opinions only as of the date thereof. 
 
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “proposed,” “intended” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other forward-looking information. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, growth rates, and levels of activity, performance or achievements. There may be events in the future that we are not able to accurately predict or control.

All forward-looking statements included in this Quarterly Report are based on information available to us on the date of this Quarterly Report.  Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Quarterly Report.
 
 
3

 
 
PART I -  FINANCIAL INFORMATION
 
Item 1.           Financial Statements.

TOUCHIT TECHNOLOGIES KS & TOUCH IT EDUCATION TECHNOLOGIES KS
  COMBINED BALANCE SHEETS
FOR THE PERIODS ENDED 30 JUNE 2011 & 2010 AND YEARS ENDED 31 DECEMBER 2010 & 2009
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)

CURRENT ASSETS
 
30/06/2011
   
31/12/2010
   
30/06/2010
   
31/12/2009
 
                         
Cash and cash equivalents
    1,239       50,556       215,613       54,845  
Trade receivables, net
    5,060       705,225       709,121       274,802  
Due from related parties
    655,135       863,395       602,391       130,594  
Due from Shareholders
    41,955       50,585       56,406       -  
Inventories
    571,586       365,643       291,394       259,883  
Other current assets
    4,223       1,106       5,249       782  
                                 
Total current assets
    1,279,198       2,036,510       1,880,174       720,906  
                                 
NON CURRENT ASSETS
                               
                                 
Property, plant and equipment, net
    59,530       64,495       53,387       29,872  
Intangible assets, net
    18,426       25,145       3,777       -  
Rights
    -       -       11,000       14,976  
Other non current assets
    12,763       3,555       280       3,725  
                                 
Total non current assets
    90,719       93,195       68,444       48,573  
                                 
                                 
TOTAL ASSETS
    1,369,917       2,129,705       1,948,618       769,479  
                                 
                                 
CURRENT LIABILITIES
                               
Borrowings
    -       2,351       8,277       11,282  
Trade payables
    104,721       124,745       51,169       70,619  
Due to shareholders
    188,293       47,257       52,516       75,584  
Due to related parties
    878,822       1,145,992       980,750       670,976  
Other current liabilities
    68,463       73,233       15,898       120,619  
                                 
Total current liabilities
    1,240,299       1,393,578       1,108,610       949,080  
                                 
                                 
NON CURRENT LIABILITIES
                               
Borrowings
    -       -       -       2,321  
Employee termination benefits
    -       -       1,183       -  
Reserve for retirement pay
    -       1,842               1,041  
Share purchase advances
    750,000       750,000       750,000       -  
                                 
Total non current liabilities
    751,078       751,842       751,183       3,362  
                                 
                                 
COMMITMENTS AND CONTINGENCIES
                               
                                 
SHAREHOLDERS' EQUITY
                               
Share capital
    127,570       127,570       125,500       125,500  
Retained earnings
    (143,285 )     (308,463 )     (308,463 )     (46,285 )
Net income / (loss) for the period
    (605,745 )     173,899       271,788       (262,178 )
                                 
Total shareholders’ equity
    (621,460 )     (7,004 )     88,825       (182,963 )
                                 
TOTAL LIABILITIES AND
                               
SHAREHOLDERS' EQUITY
    1,369,917       3,138,416       1,948,618       769,479  
 
 
4

 
 
TOUCHIT TECHNOLOGIES KS & TOUCH IT EDUCATION TECHNOLOGIES KS
  COMBINED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIODS ENDED 30 JUNE 2011 & 2010 AND YEARS ENDED 31 DECEMBER 2010 & 2009
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)

   
30/06/2011
   
31/12/2010
   
30/06/2010
   
31/12/2009
 
                         
NET SALES
    914,867       3,577,881       2,171,547       2,029,074  
COST OF SALES
    (832,401 )     (2,502,037 )     (1,419,424 )     (1,742,047 )
Gross profit
    82,466       1,075,844       752,123       287,027  
MARKETING AND SELLING EXPENSE
    (427,851 )     (504,329 )     (337,590 )     (409,386 )
GENERAL AND ADMINISTRATIVE  EXPENSES
    (123,057 )     (479,064 )     (131,421 )     (140,121 )
Profit from operations
    (468,442 )     92,451       283,112       (262,480 )
OTHER INCOME AND EXPENSES, net
    (46,344 )     24,094       (3,226 )     6,621  
FINANCIAL INCOME AND EXPENSES, net
    (28,433 )     (8,294 )     (4,854 )     (8,741 )
Profit Loss before taxation and currency translation gain/(loss)
    (605,745 )     60,063       275,032       (264,600 )
TAXATION CHARGE
    --       --               --  
Taxation current
    --       --       --       --  
Deferred
    --       --       --       --  
CURRENCY TRANSLATION GAIN/(LOSS)
    --       60,063       (3,244 )     2,422  
Net income/(loss) for the period/year
    (605,745 )     105,115       271,788       (262,178 )
OTHER COMPREHENSIVE INCOME
    --       --       --       --  
Total comprehensive income
    (605,745 )     165,178       271,788       (262,178 )
 
 
5

 
 
TOUCHIT TECHNOLOGIES KS & TOUCH IT EDUCATION TECHNOLOGIES KS
  COMBINED STATEMENTS OF CASH FLOW
FOR THE PERIODS ENDED 30 JUNE 2011 & 2010 AND YEARS ENDED 31 DECEMBER 2010 & 2009
(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
   
30/06/2011
   
31/12/2010
   
30/06/2010
      31.12.2009  
CASH FLOWS FROM OPERATING  ACTIVITIES
                         
Net income
    (605,745 )     165,178       271,788       (262,178 )
Adjustments to reconcile net income to net cash provided
                    --          
By operating activities:
                    --          
Depreciation and amortization
    14,357       17,516       3,859       17,133  
Provision for employee benefit
    (764 )     801       684       727  
                                 
                                 
Changes in operating assets and liabilities
                               
Trade receivables, net
    700,165       (430,428 )     (434,319 )     (189,816 )
Due from shareholders
    1,047       (773,544 )     (56,406 )     12,258  
Due from related parties
    215,844               (471,797 )     203,282  
Inventories
    (205,944 )     (17,620 )     (31,511 )     22,993  
Other current assets
    (3,117 )     98,467       (4,467 )     3,896  
Other non current assets
    (3,117 )     331       3444       (3,725 )
Trade payables
    (7,640 )     54,126       (19,450 )     (272,925 )
Due to shareholders
    45,912       54,413       (31,960 )     30,430  
Due to related parties
    (184,430 )     392,276       318,666       386,729  
Other current liabilities
    (4,770 )     (47,386 )     (104,720 )     95,332  
Share Purchase Advances
            750,000                  
                                 
Net cash generated from (used for)  operating activities
    (31,721 )     67,197       (552,213 )     44,136  
                                 
CASH FLOWS FROM FINANCING ACTIVITIES
                               
Increase/(decrease) in short-term borrowings
    (2,351 )     (8,931 )     (3,005 )     6,815  
Increase/(decrease) in long-term  borrowings
    --               (2,321 )     (2,797 )
Dividends paid
    --               --          
                                 
Net cash (used for) provided from  financing activities
    (2,351 )     (8,931 )     (5,326 )     4,018  
                                 
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
                               
Purchases of property, plant and equipment and intangible assets
    (15,245 )     (62,304 )     (31,693 )     (17,324 )
Share  capital increase
    --                          
                                 
Net cash used for investing activities
    (15,245 )     (62,304 )     (31,693 )     (17,324 )
                                 
NET INCREASE / (DECREASE) IN CASH AND BANKS
    (49,317 )     (4,289 )     160,768       30,830  
                                 
CASH AND BANKS AT BEGINNING OF THE YEAR
    50,556       54,845       54,845       24,015  
                                 
CASH AND BANKS AT END OF THE PERIOD
    1,239       50,556       215,613       54,845  
 
 
6

 
 
 
 
 
COMBINED FINANCIAL STATEMENT OF
TOUCH IT EDUCATION TECHNOLOGIES DIŞ TICARET KOLLEKTIF ŞIRKETI ANDREW STUART BRABIN VE ORTAĞI AND
TOUCH IT TECHNOLOGIES KOLLEKTIF ŞIRKETI RONALD GEORGE MURPHY VE ORTAKLARI
AS OF 30 JUNE 2011
 
 
 
 
 
 
7

 


To the Board of
Touch IT Education Technologies Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı and Touch It Technologies Kollektif Şirketi Ronald George Murphy ve Ortakları
 
We have reviewed the stand-alone financial statements of Touch IT Education Technologies Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı and Touch It Technologies Kollektif Şirketi Ronald George Murphy ve Ortakları which comprise the financial position as of 30 June 2011 and statements of comprehensive income, changes in equity and cash flows for the period then ended in accordance with Generally Accepted Accounting Principles in the United States of America and issued our qualified review conclusion dated 1 August 2011.
 
The accompanying combined financial statements have been prepared from the reviwed financial statements of Touch IT Education Technologies Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı and Touch It Technologies Kollektif Şirketi Ronald George Murphy ve Ortakları in the direction of management request for information purposes only.
 
DENGE BAĞIMSIZ DENETİM
SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of MAZARS
 
Gökhan Almacı
Partner

Istanbul, 1 August 2011
 
DENGE BAĞIMSIZ DENETİM SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Hürriyet Mah. Dr. Cemil Bengü Cad. İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İSTANBUL
Tel: (0212) 296 51 00 (pbx) Fax: (0212) 296 51 99 Tic. Sic. No: 262368-209940 www.mazarsdenge.com.tr denge@mazarsdenge.com.tr
 
 
8

 
 

COMBINED FINANCIAL POSITIONS OF
TOUCH IT EDUCATION TECHNOLOGIES DIŞ TICARET KOLLEKTIF ŞIRKETI ANDREW STUART BRABIN VE ORTAĞI  AND
TOUCH IT TECHNOLOGIES KOLLEKTIF ŞIRKETI RONALD GEORGE MURPHY VE ORTAKLARI
AS OF 30 JUNE 2011 AND 31 DECEMBER 2010

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 
     30.06.2011      31.12.2010  
ASSETS
           
Cash and cash equivalents
    1,239       50,556  
Trade receivables, net
    5,060       705,225  
Due from related parties
    655,135       863,395  
Due from shareholders
    41,955       50,585  
Inventories, net
    571,586       365,643  
Other current assets
    4,223       1,106  
                 
Total current assets
    1,279,198       2,036,510  
                 
Property, plant and equipment, net
    59,530       64,495  
Intangible assets, net
    18,426       25,145  
Other non-current assets
    12,763       3,555  
                 
Total non-current assets
    90,719       93,195  
                 
Total assets
    1,369,917       2,129,705  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Short-term bank loans
            2,351  
Trade payables
    104,721       112,361  
Due to shareholders
    51,969       142,381  
Due to related parties
    1,015,146       1,063,252  
Other current liabilities
    68,463       73,233  
                 
Total current liabilities
    1,240,299       1,393,578  
                 
Share purchase advances
    750,000       750,000  
Employee termination benefits
    --       1,842  
                 
Total long-term liabilities
    751,078       751,842  
                 
Shareholders' Equity:
               
Share capital
    127,570       127,570  
Accumulated deficit
    (143,285 )     (308,463 )
Net profit/(loss) for the period
    (605,745 )     165,178  
                 
Total shareholders’ equity
    (621,460 )     (15,715 )
                 
Total liabilities and shareholders’ equity
    1,369,917       2,129,705  
 
 
9

 
 

COMBINED STATEMENT OF COMPREHENSIVE INCOME
TOUCH IT EDUCATION TECHNOLOGIES DIŞ TICARET KOLLEKTIF ŞIRKETI ANDREW STUART BRABIN VE ORTAĞI  AND
TOUCH IT TECHNOLOGIES KOLLEKTIF ŞIRKETI RONALD GEORGE MURPHY VE ORTAKLARI
FOR THE THREE MONTHS PERIOD ENDED AS OF 30 JUNE 2011 AND 2010

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 
      30.06.2011       30.06.2010  
                 
Net sales
    914,867       2,171,547  
Cost of sales
    (832,401 )     (553,326 )
                 
Gross profit
    82,466       756,027  
                 
Marketing and selling expenses
    (427,851 )     (411,078 )
General and administrative expenses
    (123,057 )     (61,837 )
                 
Total operating profit
    (468,442 )     283,112  
                 
Financial income / (expense), net
    (28,433 )     (4,727 )
Other income / (expense), net
    (46,344 )     (3,353 )
Translation gain (loss)
    (62,526 )     (3,244 )
                 
Profit before provision for taxation
    (605,745 )     271,788  
                 
Provision for taxation
    --       --  
- Current
               
- Deferred
               
                 
Net profit / (loss) for the year
    (605,745 )     271,788  
 
 
10

 


COMBINED STATEMENT OF CASH FLOW OF
TOUCH IT EDUCATION TECHNOLOGIES DIŞ TICARET KOLLEKTIF ŞIRKETI ANDREW STUART BRABIN VE ORTAĞI  AND
TOUCH IT TECHNOLOGIES KOLLEKTIF ŞIRKETI RONALD GEORGE MURPHY VE ORTAKLARI
STATEMENT OF CASH FLOWS AS OF 30 JUNE 2011 AND 2010
 (All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

      30.06.2011       30.06.2010  
                 
Cash flow from operating activities
               
Net income for the period
    (605,745 )     273,643  
                 
Adjustments to reconcile net loss to net
               
cash provided by operating activities:
               
                 
Depreciation
    14,357       6,522  
Provision for employee termination benefit
    (764 )     142  
                 
Net income adjusted to non-cash items
    (592,152 )     280,307  
                 
Changes in operating assets and liabilities:
               
Change in trade receivables
    700,165       (442,930 )
Change in due from related parties
    215,844       (463,186 )
Change in due from shareholders
    1,047       (56,406 )
Change in inventories
    (205,944 )     (31,511 )
Change in other current assets
    (3,117 )     (4,467 )
Change in trade payables
    3,364       3,444  
Change in due to related parties
    (7,640 )     (19,450 )
Change in due to shareholders
    45,912       (43,802 )
Change in other current liabilities
    (184,430 )     330,508  
      (4,770 )     (104,720 )
Net cash provided from operating activities
               
      (31,721 )     (552,213 )
Cash flows from investing activities:
               
Purchased of property and equipment
    (15,245 )     (31,693 )
Change in share purchase agreement
    0       750,000  
Net cash provided from investing activities
    (15,245 )     718,307  
                 
Cash flows from financing activities:
               
Increase/(decrease) in short-term borrowings
    (2,351 )     (3,005 )
Increase/(decrease) in long-term borrowings
    0       (2,321 )
                 
Cash flows provided by financing activities
    (2,351 )     (5,326 )
                 
Net decrease in cash and cash equivalents
    (49,317 )     160,768  
                 
Cash and cash equivalents at the beginning of the period
    50,556       54,845  
                 
Cash and cash equivalents at the end of the period
    1,239       215,613  
 
 
11

 
 

COMBINED STATEMENT OF CHANGES IN EQUITY OF
TOUCH IT EDUCATION TECHNOLOGIES DIŞ TICARET KOLLEKTIF ŞIRKETI ANDREW STUART BRABIN VE ORTAĞI  AND
TOUCH IT TECHNOLOGIES KOLLEKTIF ŞIRKETI RONALD GEORGE MURPHY VE ORTAKLARI
AS OF 30 JUNE 2011 AND 31 DECEMBER 2010
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

   
Share
capital
   
Retained Earnings
   
Net income for the year / period
   
Total Shareholders' Equity
 
                         
Balances at 1 January 2010
    125,500       (46,285 )     (262,178 )     (182,963 )
                                 
Share capital increase
    2,070       0       0       2,070  
      0       0       0       0  
Transfer to retained earnings
    0       (262,178 )     262,178       0  
      0       0       0       0  
Net income for the year
    0       0       165,178       165,178  
                                 
Balances at 31 December 2010
    127,570       (308,463 )     165,178       -15,715  
                                 
Transfer to retain earnings
    0       165,178       (165,178 )     0  
      0       0       0       0  
Net profit / (loss) for the six months period
    0       0       (605,745 )     (605,745 )
                                 
Balances at 30 June 2011
    127,570       (143,285 )     (605,745 )     -621,460  
 
 
 
12

 
 
 

TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
 
 
FINANCIAL STATEMENTS
AS OF 30 JUNE 2011
TOGETHER WITH INDEPENDENT AUDITORS’ REPORT
 
 
 
 
 
 
13

 
 
 
 
INDEPENDENT AUDITORS REPORT
To the Board of Directors of
Touch IT Technologies Kollektif Şirketi
Ronald George Murphy ve Ortakları
 
 
Report on the Financial Statements
 
We have reviewed the accompanying financial statements of Touch IT Technologies Kollektif Şirketi Ronald George Murphy ve Ortakları (“the Company”) which comprise the financial position as of
 
30 June 2011 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.
 
Management Responsibility for the Financial Statements
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
 
Scope of Review
 
Our responsibility is to express a conclusion on these financial statements based on our review. We conducted our review in accordance with International Standards on Auditing. These standards require that we comply with ethical requirements and plan and perform the review to obtain reasonable assurance whether the financial statements are free from material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
 
 
DENGE BAĞIMSIZ DENETİM SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Hürriyet Mah. Dr. Cemil Bengü Cad. İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İSTANBUL
Tel: (0212) 296 51 00 (pbx) Fax: (0212) 296 51 99 Tic. Sic. No: 262368-209940 www.mazarsdenge.com.tr denge@mazarsdenge.com.tr
 
 
14

 
 
 
Basis for Qualification
 
The accompanying financial statements have been prepared assuming that Company will continue as a going concern. Company has suffered recurring losses from operations and has net capital deficiency, negative equity balance amounting to USD 538,604 and the Company’s current liabilities exceed its current assets by an amount of USD 615,673 as of June 30, 2011 that raises substantial doubt about the company's ability to continue as a going concern. Accordingly, the continuity of the Company’s operations is dependent on the profitability of future operations and the existence of necessary financial support by shareholders and other creditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Conclusion
 
Based on our review, except for the effect of the matter discussed in the preceding paragraph, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not give a true and fair view of the financial position of the Company as at 30 June 2011, and of its financial performance and its cash flows for the three months period then ended in accordance with Accounting Principles Generally Accepted in the United States of America.
DENGE BAĞIMSIZ DENETİM
SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of MAZARS
 
Gökhan Almacı
Partner
 
Istanbul, 1 August 2011
 
DENGE BAĞIMSIZ DENETİM SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Hürriyet Mah. Dr. Cemil Bengü Cad. İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İSTANBUL
Tel: (0212) 296 51 00 (pbx) Fax: (0212) 296 51 99 Tic. Sic. No: 262368-209940 www.mazarsdenge.com.tr denge@mazarsdenge.com.tr
 
 
15

 
 

TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2011 AND 31 DECEMBER 2010
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
   
Notes
      30.06.2011       31.12.2010  
ASSETS
                     
Cash and cash equivalents
    5       1,049       47,282  
Trade receivables, net
    6       5,060       669,937  
Due from shareholders
    7       40,206       40,743  
Due from related parties
    7       32,622       --  
Inventories, net
    8       316,101       174,226  
Other current assets
    9       2,824       885  
                         
        Total current assets
            397,861       933,073  
                         
Property, plant and equipment, net
    10       59,530       64,495  
Intangible assets, net
    11       18,426       11,833  
Other non-current assets
    12       191       3,555  
                         
        Total non-current assets
            78,147       79,883  
                         
Total assets
            476,008       1,012,956  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
Short-term bank loans
    13       --       2,351  
Trade payables
    14       65,467       58,150  
Due to shareholders
    7       29,743       37,494  
Due to related parties
    7       856,596       1,041,105  
Other current liabilities
    15       61,728       25,232  
                         
     Total current liabilities
            1,013,534       1,164,332  
                         
Employee termination benefits
    16       1,078       1,842  
                         
     Total long-term liabilities
            1,078       1,842  
                         
Shareholders' Equity:
                       
Share capital
    17       90,000       90,000  
Accumulated deficit
            (243,218 )     (419,472 )
Net profit / (loss) for the period
            (385,386 )     176,254  
                         
Total shareholders’ equity
            (538,604 )     (153,218 )
                         
Total liabilities and shareholders’ equity
            476,008       1,012,956  
 
 
The accompanying notes form an integral part of these financial statements.
 
 
 
16

 
 

TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS PERIOD ENDED AS OF 30 JUNE 2011 AND 2010
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
   
Notes
      30.06.2011       30.06.2010  
                       
Net Sales
    18       536,884       1,500,024  
Cost of sales
    19       (537,338 )     (984,423 )
                         
    Gross profit
            (454 )     515,601  
                         
Marketing and selling expenses
    20       (216,498 )     (342,760 )
General and administrative expenses
    21       (74,589 )     (27,380 )
                         
   Total operating loss
            (291,541 )     145,461  
                         
                         
Other income / (expense), net
    22       (11,471 )     (3,535 )
Financial expenses
    23       (28,433 )     (3,408 )
Currency translation differences
            (53,941 )     6,438  
                         
   Loss before provision for taxation
            (385,386 )     144,956  
                         
Provision for taxation
            --       --  
   - Current
                       
   - Deferred
                       
                         
   Net loss for the period
            (385,386 )     144,956  
                         
 
The accompanying notes form an integral part of these financial statements.
 
 
17

 
 


TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
STATEMENT OF CASH FLOWS AS OF 30 JUNE 2011 AND 2010
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
      30.06.2011       30.06.2010  
Cash flow from operating activities
               
Net loss for the period
    (385,386 )     144,956  
                 
Adjustments to reconcile net loss to net
cash provided by operating activities:
               
                 
Depreciation
    13,617       4,401  
Provision(reversal) for employee termination benefit
    (764 )     684  
                 
Net loss adjusted to non-cash items
    (372,533 )     150,041  
                 
Changes in operating assets and liabilities:
               
Change in trade receivables
    664,877       (391,072 )
Change in due from shareholders
    538       (46,744 )
Change in due from related parties
    (32,622 )        
Change in inventories
    (141,875 )     123,999  
Change in other current assets
    (1,939 )     (4,625 )
Change in other non current assets
    3,364       3,444  
Change in trade payables
    7,317       (51,039 )
Change in due to shareholders
    (7,751 )     (23,878 )
Change in due to related parties
    (184,509 )     338,590  
Change in other current liabilities
    36,496       (64,474 )
                 
Net cash used for operating activities
    (28,637 )     34,242  
                 
Cash flows from investing activities:
               
Purchased of property and equipment
    (15,245 )     (31,693 )
                 
Net cash outflows from investing activities
    (15,245 )     (31,693 )
                 
Cash flows from financing activities:
               
Increase (decrease) in short-term borrowings
    (2,351 )     (3,005 )
Increase (decrease) in long-term  borrowings
    --       (2,321 )
                 
Cash outflows generated by financing activities
    (2,351 )     (5,326 )
                 
Net decrease in cash and cash equivalents
    (46,233 )     (2,777 )
                 
Cash and cash equivalents at the beginning of the period
    47,282       52,641  
                 
Cash and cash equivalents at the end of the period
    1,049       49,864  
 
 
The accompanying notes form an integral part of these financial statements.
 
 
18

 
 

TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
STATEMENT OF CHANGES IN EQUITY AS OF 30 JUNE 2011 AND 31 DECEMBER 2010
 
 (All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
   
Share
capital
   
Accumulated
deficit
   
Net loss for the year/ period
   
Total Shareholders' Equity
 
                         
Opening balance as of 1 January 2010
    90,000       (100,028 )     (319,444     (329,472 )
                                 
Transfer to accumulated deficit
    --       (319,444 )     319,444       --  
                                 
Net profit (loss) for the year 2010
    --       --       176,254       176,254  
                                 
Balances at 31 December 2010
    90,000       (419,472 )     176,254       (153,218 )
                                 
Transfer to accumulated deficit
    --       176,254       (176,254 )     0  
                                 
Net profit / (loss) for the six months period of 2011
    --       --       (385,386 )     (385,386 )
                                 
Balances at 30 June 2011
    90,000       (243,218 )     (385,386 )     (538,604 )
 
 
The accompanying notes form an integral part of these financial statements.
 
 
19

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
1.     OPERATIONS OF THE COMPANY:
 
General
 
The Company established as a form of partnership (kollektif şirket). In Turkey, partnership is the association of two or more people who co-own a business for trading goods under a trade name. The co-owners have unlimited responsibility to their creditors. This form of companies does not have minimum capital requirements.
 
Nature of activities
 
Touch IT Technologies Kollektif Sirketi Ronald George Murphy ve Ortakları (referred as“Touch IT Technologies”) was established in September 2008. Touch IT Technologies engages primarily in production and trade of technological blackboard run by infrared system.
 
The Company has an operating license in Trakya, Istanbul free zone area for 15 years which commenced on 9 September 2008.
 
On May 7, 2010, Touch IT Education, Touch IT Technologies and their stockholders (“Touch IT Turkey”) entered into a Share Exchange Agreement with Hotel Management Systems, Inc (“Hotel Management”), a Nevada corporation.
 
Pursuant to the terms of the Share Exchange Agreement, Hotel Management issued a total of 48,330,000 shares of their common stock, par value USD 0.001 per share (the “Common Stock”), to the shareholders of Touch IT Technology and Touch IT Education in exchange for the transfer of 100% of the shares of TouchIT Tech and Touch IT Education to Hotel Management. This exchange transaction resulted in Touch IT Technologies and Touch IT Education becoming Hotel Management. The wholly-owned subsidiaries and the stockholders of Touch IT Turkey own approximately 78.93% of the Hotel Management’s issued and outstanding stock, prior to any financing.
 
Simultaneously with the closing of the Share Exchange Agreement, on May 7, 2010, Hotel Management entered into a Subscription Agreement (the “Subscription Agreement”) with investors for the sale of shares up to the value of USD 1,500,000 (the “Purchase Price”). As a result, USD 750,000 of the Purchase Price has been recognized in Touch IT Education’s balance sheet as a future obligation to one of the investors.
 
No changes in the shareholder structure of Touch IT Turkey have been made since the formal registration has not yet been completed.
 
Average number of employees of the Company as of 30 June 2011 is 11 while it was 10 as at December 31, 2010.
 
2.     IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after 15 December 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after 15 December 2010, its adoption will not have a material impact on the Company’s financial statements.
 
 
20

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
3.    BASIS OF PRESENTATION
 
The Company maintains its books of account and prepares its statutory financial statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation and the uniform chart of accounts issued by the Ministry of Finance. The accompanying US Dollar financial statements are based on the statutory records which are obtained under the historical cost convention, with adjustments and reclassifications, for the purpose of fair presentation in accordance with Generally Accepted Accounting Principles in the United States of America (US GAAP). The Company’s fiscal year ends on December 31.
Change in Accounting Estimates;
 
In previous periods
 
·  
the depreciation and shareholders marketing expenses were presented under the account of marketing & selling expense,
·  
the administrative personnel wages was presented under the direct labor cost
 
rather than administrative expense.
 
The change in accounting estimates had the following impact on the opening figures;
 
   
Administrative expense
   
Marketing expense
   
Cost of Sales
 
Balances as reported at 30 June 2010
    96,964       269,272       988,327  
Classification of personnel cost
    3,904       --       (3,904 )
Classification of depreciation
    1,822       (1,822 )     --  
Classification of shareholders marketing expense
    (75,310 )     75,310       --  
Restated balance at 30 June 2010
    27,380       342,760       984,423  
 
 
21

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
4.     SIGNIFICANT ACCOUNTING POLICIES
 
Cash and cash equivalents
 
Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less.
 
Revenue recognition
 
The company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services are rendered, the sales price is determinable, and collectability is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates and returns.
 
Inventories
 
Inventories are stated at the lower of cost or market. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory being valued on the weighted average basis.
 
Related parties
 
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making the financial and operating decisions. For the purpose of these financial statements shareholders are referred to as related parties. Related parties also included individuals that are principle owners, management and members of the Company’s Board of Directors and their families.
 
Property, plant and equipment
 
Property, plant and equipment are stated at cost.  Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Assets are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, a loss is recognized for the difference.
 
The ranges of estimated useful lives are as follows:
 
Machinery and equipments
2-6 years
Motor vehicles
4 years
Furniture, fixtures and office equipments
4-5 years
 
Intangible assets
 
Intangible assets and related amortization: Intangible fixed assets are carried at cost and are depreciated by using straight-line method over three years.
 
 
22

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
4.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Borrowing costs
 
The historical cost of acquiring an asset includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. If an asset requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the asset is a part of the historical cost of acquiring the asset.
 
All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
 
Taxation
 
Partnerships (kollektif şirket) are incorporated body according to Turkish Commercial Code; however, partnerships are not recognized as an incorporated body by income tax act. This fact results in paying individual income tax by partnerships, instead of being subject to corporate income tax. Moreover, services rendered by the Company in free zone area is excluded from paying both value added tax and individual income tax. The Company has Operating License for the exemption of income tax which has been taken from Undersecretaries of The Prime Ministry for Foreign Trade, numbered TRY-469, dated on 9 September 2008 and period of validation is 15 years.
 
Foreign currency transactions
 
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated, using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate income and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
 
Following period rates are applicable as of 30 June 2011 and 31 December 2010:
 
      30.06.2011       31.12.2010  
                 
USD
    1.6302       1.5460  
EURO
    2.3492       2.0491  
GBP
    2.6111       2.3886  
                 
Average USD
    1.5934       1.4991  
 
Comprehensive income
 
In June 1997, the Financial Accounting Standard Board issued SFAS No. 130, “Reporting Comprehensive Income”. SFAS 130 is effective for years beginning after 15 June 1997. This statement provides reporting standards of comprehensive income and its components and requires that all components of comprehensive income be reported in the financial statements in the period in which they are recognized. The Company has adopted the provisions of SFAS No. 130 in its financial statements and adoption of this statement did not have any effect.
 
 
23

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
4.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Financial instruments
 
Pursuant to ASC 820, “Fair Value Measurements and Disclosures”, and ASC 825, “Financial Instruments”, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
 
Level 1
 
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
Level 2
 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3
 
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
The Company’s financial instruments consist principally of cash, trade receivables and payables, borrowings and amount due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. It is assumed that carrying amounts of financial instruments approximate their current fair values in line with their short term nature.
 
5.     CASH AND CASH EQUIVALENTS
 
As of 30 June 2011 and 31 December 2010 cash and cash equivalents comprised of the followings:
 
      30.06.2010       31.12.2010  
                 
Cash in hand
    911       1,196  
Banks
    138       46,086  
                 
Total
    1,049       47,282  
 
 
24

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
6.     TRADE RECEIVABLES
 
As of 30 June 2011 and 31 December 2010 trade receivables comprised of followings:
 
      30.06.2011       31.12.2010  
                 
Proformance Products
    1,836       526,077  
Others ( less than USD 60,000)
    5,060       143,860  
Doubtful receivables (-)
    (1,836 )     --  
                 
Total
    5,060       669,937  
 
7.     RELATED PARTY TRANSACTIONS
 
Due from shareholders has been presented as follows:
 
Due from shareholders
    30.06.2011       31.12.2010  
                 
Recep Tanışman
    40,165       40,743  
Andrew Stuart Brabin
    41       --  
Total
    40,206       40,743  
 
Due from related parties has been presented as follows:
 
Due from related parties
    30.06.2011       31.12.2010  
                 
Touchit Technologies USA LLC
    32,622       --  
Total
    32,622       --  
 
Due to related parties and shareholders has been presented as follows:
 
Due to related parties
    30.06.2011       31.12.2010  
                 
Emko Emaye ve Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    339,542       417,709  
Touch IT Educations Technologies Dış. Tic. Koll. Şirketi
    468,965       587,308  
Kamron Inc
    36,089       36,088  
International RT
    12,000       0  
                 
Total
    856,596       1,041,105  
 
Due to shareholders
    30.06.2011       31.12.2010  
                 
Ali Rıza Tanışman
    29,743       22,549  
Andrew Brabian Stuart
    --       14,566  
Recep Tanışman
    --       379  
                 
Total
    29,743       37,494  
 
 
 
25

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
7.    RELATED PARTY TRANSACTIONS (CONTINUED)
 
In the course of conducting its business, the Company conducted various business transactions with related parties on commercial terms
 
Major purchases and service provided from related parties have been presented as follows:
 
Trade goods
    30.06.2011       30.06.2010  
                 
Emko Emaye ve Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    139,908       201,119  
Touch IT Educations Technologies Dış. Tic. Koll. Şirketi
    152,822       55,680  
                 
Total
    292,730       256,799  
 
             
Services provided
    30.06.2011       30.06.2010  
                 
Emko Emaye ve Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    372       40,994  
International TR
    36,000       1,730  
                 
Total
    36,372       42,724  
 
Major sales to related parties have been presented as follows:
 
      30.06.2011       30.06.2010  
                 
Touch IT Educations Technologies Dış. Tic. Koll. Şirketi
    58,451       146,408  
Emko Emaye ve Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    271       --  
Touchit Technologies USA LLC
    66,622       --  
                 
      125,344       146,408  
 
8.     INVENTORIES:
 
As of 30 June 2011 and 31 December 2010 inventories comprised of the followings:
 
      30.06.2011       31.12.2010  
                 
Raw material and supplies
    228,384       196,971  
Finished goods
    125,459       1,534  
Advances given for purchases
    4,912       11,232  
Other inventories
    6,660       2,738  
Provision for damaged and slow moving stock (-)
    (49,314 )     (38,249 )
Total
    316,101       174,226  
 
The Touch It Technology and Touch It Education inventories have been insured together with a single insurance policy. The insurance on the inventories as of 30 June 2011 is TL 650,000
(31 December 2010 is USD 600,000).
 
 
26

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
9.     OTHER CURRENT ASSETS:
 
As of 30 June 2011 and 31 December 2010 other receivables and assets comprised of the followings:
 
      30.06.2011       31.12.2010  
                 
Prepaid insurance expense
    1,964       --  
Deposits and Guarantees given
    400       400  
Other
    460       485  
                 
Total
    2,824       885  
 
10.  PROPERTY, PLANT AND EQUIPMENT, NET
 
The movement of property, plant and equipment, net as of 30 June 2011 and 31 December 2010 is as follows;
 
   
1 January 2010
   
Additions
   
31 December 2010
   
Additions
   
30 June 2011
 
                               
Cost
                             
Machinery and equipment
    3,655       1,483       5,139       --       5,139  
Vehicles
    29,455       --       29,455       --       29,455  
Furniture and fixtures
    6,302       46,165       52,467       4,013       56,480  
                                         
                                         
Total
    39,412       47,648       87,061       4,013       91,074  
                                         
Depreciation
                                       
Machinery and equipment
    (1,194 )     (1,113 )     (2,308 )     (409 )     (2,717 )
Vehicles
    (6,828 )     (5,883 )     (12,711 )     (3,259 )     (15,970 )
Furniture and fixtures
    (1,518 )     (6,029 )     (7,547 )     (5,310 )     (12,857 )
                                         
                                         
Total
    (9,540 )     (13,025 )     (22,566 )     (8,978 )     (31,544 )
                                         
Net book value
    29,872               64,495               59,530  
 
The insurance on property, plant and equipment as of 30 June 2011 is TL 60,000. (31 December 2010 is USD 10,000)
 
 
27

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
11.  INTANGIBLE ASSETS, NET
 
The movement of intangible assets, net as of 30 June 2011 and 31 December 2010 is as follows;
 
   
1 January 2010
   
Additions
   
31 December 2010
   
Additions
   
30 June 2011
 
                               
Cost
                             
Rights
    --       10,774       10,774       11,232       22,006  
Other tangible assets
    --       3,885       3,885       --       3,885  
                                         
Total
    --       14,659       14,659       11,232       25,891  
                                         
Depreciation
                                       
Rights
    --       (2,394 )     (2,394 )     (3,668 )     (6,062 )
Other tangible assets
    --       (432 )     (432 )     (971 )     (1,403 )
                                         
Total
    --       (2,826 )     (2,826 )     (4,639 )     (7,465 )
                                         
Net book value
    --               11,833               18,426  
 
12.  OTHER NON CURRENT ASSETS:
 
As of 30 June 2011 and 31 December 2010 non-current assets comprised of the prepaid expenses of USD 191 and USD 3,555 respectively.
 
 
28

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
13.  BANK LOANS
 
As of 30 June 2011 and 31 December 2010 bank loans comprised the followings:
 
      30. 06.2011       31.12.2010  
                 
Short term borrowings
               
TRY bank loans
    --       2,351  
                 
Sub total
            2,351  
                 
Long term borrowings
               
TRY bank loans
    --       --  
                 
Sub total
    --       --  
                 
Total
    --       2,351  
 
Analysis of bank loans’ repayments is as follows:
 
      30.06.2011       31.12.2010  
                 
Within one year
    --       2,351  
Between one to two years
    --       --  
                 
Total
    --       2,351  
 
Bank Loans arise from purchases of two motor vehicles.
 
14.  TRADE PAYABLES
 
As of 30 June 2011 and 31 December 2010, trade payables comprised the followings:
 
      30.06.2011       31.12.2010  
                 
Suppliers
    65,467       58,150  
Other trade payables
    --       --  
                 
Total
    65,467       58,150  
 
 
29

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
15.   OTHER CURRENT LIABILITIES
 
As of 30 June 2011 and 31 December 2010 other current liabilities comprised the followings:
 
      30.06.2011       31.12.2010  
                 
Social security premiums & withholding taxes payable
    9,278       6,010  
Due to personnel
    8,307       7,056  
Accrued expense
    1,625       1,350  
Advance received
    42,518       10,776  
Other liabilities
    --       40  
                 
Total
    61,728       25,232  
 
16.   RESERVE FOR EMPLOYEE TERMINATION BENEFITS
 
The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial statements as at 30 June 2011, the provision has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. The anticipated rate of forfeitures is considered. As the maximum liability is revised semi annually, the maximum amount of TRY 2,623 effective from 1 January 2011 has been taken into consideration in calculation of provision from employment termination benefits (2010: TRY 2,517).
 
The principal actuarial assumptions used at the statement of financial position s dates are as follows:
 
      30.06.2011       31.12.2010  
Discount rate
    10.00 %     10.00 %
Expected rates of salary / limit increases
    5.1 %     5.1 %
 
 
30

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
17.  SHARE CAPITAL
 
The shareholders and their participation percentages as of 30 June 2011 and 31 December 2010 are as follows:
 
    30.06.2011     31.12.2010  
   
Shareholding
         
Shareholding
       
   
Amount
   
%
   
Amount
   
%
 
Ali Rıza Tanışman
    2,700       3.00 %     2,700       3.00 %
Andrew Stuart Brabin
    30,600       34.00 %     30,600       34.00 %
Recep Tanışman
    29,700       33.00 %     29,700       33.00 %
Ronald George Murphy
    26,182       29.09 %     26,182       29.09 %
Cansın Tanışman
    818       0.91 %     818       0.91 %
      90,000       100.00 %     90,000       100.00 %
 
 
31

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
18.  SALES
 
The composition of sales by principal operation for the period ended as at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Clever board
    337,124       433,273  
Triumph board 78 inch
    --       136,060  
Touch it board 78 inch
    119,122       429,564  
Touch it board 80 inch
    39,446       180,825  
Triumph board 80 inch
    --       52,386  
Touch it board 90 inch
    22,811       93,042  
Touch it board 50 inch
    9,639       34,484  
Triumph board 50 inch
    --       1,216  
Electronic circuit
    53,680       118,238  
Others
    9,949       20,936  
                 
Returns (-)
    (54,886 )     --  
                 
Total
    536,884       1,500,024  
 
19.   COST OF SALES
 
The composition of cost of sales by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Direct material cost
    384,516       911,492  
Direct labor cost
    47,859       27,797  
General production overheads
    49,931       44,208  
Ending inventory (trade goods)
    (5,964 )     (479 )
Depreciation
    5,372       1,405  
                 
Cost of Good Sold
    481,714       984,423  
Cost of Raw Materials Sold
    55,624       --  
Total Cost of Sales
    537,338       984,423  
 
 
 
32

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
20.   MARKETING AND SELLING EXPENSES
 
The composition of marketing and selling expenses by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Export expenses
    46,808       153,820  
Sales & marketing expenses of shareholders
    --       117,342  
Commission expense
    56,494       --  
Consultancy received regarding selling and marketing activities
    90,005       14,103  
Cargo expenses
    2,467       3,930  
Software expense
    2,100       32,906  
Others
    18,624       20,659  
                 
Total
    216,498       342,760  
 
21.   GENERAL AND ADMINISTRATIVE EXPENSES
 
The composition of general and administrative expenses by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Consulting expenses
    25,617       13,555  
Personnel expense
    32,892       3,904  
Retirement pay liability
    --       1,075  
Depreciation
    8,245       2,489  
Tax and duties
    667       684  
Food expenses
    5,350       488  
Other
    1,818       5,185  
                 
Total
    74,589       27,380  
 
 
 
33

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
22.  OTHER INCOME AND (EXPENSES), NET
 
The composition of other income and (expenses), net for the period ended as at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Provision for impairment of inventory
    (13,328 )     --  
Provision for doubtful receivables
    (1,837 )     --  
Non tax deductible expenses
    (3,036 )     (4,244 )
Other, net
    6,730       709  
                 
Total
    (11,471 )     (3,535 )
 
23.  FINANCIAL EXPENSES
 
The composition of financial income / (expenses), net for the period ended at 30 June 2011 and 2010 can be summarized as follows:
 
      30.06.2011       30.06.2010  
                 
Interest expenses
    (91 )     (1,143 )
Bank charges
    (1,358 )     (2,265 )
Financial service expense charged by Trafalgar (*)
    (26,984 )     --  
                 
Total
    (28,433 )     (3,408 )
 
(*) There is an agreement between Touch It Technologies Inc. (and all its subsidiary- Touch It Technologies and Touch It Education Kollektif) and Trafalgar Capital Advisory Partners LLP (Trafalgar) dated November 3, 2010 relating to the appointment of Trafalgar as introducer/advisor. Based on the agreement Sahara and Research for Learning receivables has been assigned to Trafalgar and Trafalgar pays the amount within 15 days.
 
 
 
34

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
24.  FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
 
Capital risk management
 
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.
 
The capital structure of the Company consists of debt, which includes the borrowings, cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings.
 
30 June 2011
 
Financial assets at amortized cost
   
Loans and receivables
   
Financial liabilities at amortized cost
   
Carrying value
   
Fair value
   
Note
 
                                     
Financial assets
                                   
Cash and cash equivalents
    --       1,049       --       1,049       1,049       5  
Trade receivables (including related parties)
    --       37,682       --       37,682       37,682       6-7  
                                                 
Financial liabilities
                                               
Borrowings
    --       0       --       0       0       13  
Trade payables (including related parties)
    --       922,063       --       922,063       922,063       7-14  
 
31 December 2010
 
Financial assets at amortized cost
   
Loans and receivables
   
Financial liabilities at amortized cost
   
Carrying value
   
Fair value
   
Note
 
                                     
Financial assets
                                   
Cash and cash equivalents
    --       47,282       --       47,282       47,282       5  
Trade receivables
    --       669,937       --       669,937       669,937       6  
                                                 
Financial liabilities
                                               
Borrowings
    --       --       2,351       2,351       2,351       13  
Trade payables (including related parties)
    --       1,099,255       --       1,099,255       1,099,255       7-14  
 
 
35

 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
24.   FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
 
Financial risk factors
 
The Company’s activities expose it to variety of financial risks; market risk, credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets seeks to minimize potential adverse effects on the Company’s financial performance.
 
Market risk
 
The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.
 
Foreign currency risk management
 
The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Foreign currency position, net for the period ended at 30 June 2011 and for the years ended 31 December 2010 can be summarized as follows:
 
      30.06.2011                     31.12.2010           
      F/C      
Foreign
           
Foreign
       
     
Type
     
Currency
     
TRY
   
Currency
   
TRY
 
Banks
 
USD
      17       27       45,538       70,401  
   
EUR
      --       --       78       160  
Trade receivables
 
USD
      5,060       8,249       669,937       1,035,723  
Due from shareholders
 
USD
      --       --       31,302       48,393  
Due from related parties
 
USD
      32,622       53,180       --       --  
                                         
Trade payables
 
USD
      (65,093 )     (106,115 )     (23,829 )     (36,839 )
Due to related parties
 
USD
      (856,596 )     (1,396,422 )     (1,039,944 )     (1,607,753 )
Due to shareholders
 
USD
      (29,743 )     (48,487 )     (9,170 )     (14,177 )
Other current liabilities
 
USD
      (42,518 )     (69,313 )     (10,776 )     (16,660 )
                                         
Net F/C Assets and Liabilities
                    (1,558,881 )             (520,752 )
 
 
 
36

 
 

 
TOUCH IT TECHNOLOGIES KOLLEKTİF ŞİRKETİ
RONALD GEORGE MURPHY VE ORTAKLARI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)
 

 
 
24.   FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CON TINUED)
 
Credit risk management
 
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.
 
Liquidity risk management
 
Liquidity risk arises from the fact that the Company may not receive funds from its counterparties at the expected time. This risk is managed by maintaining a balance between continuity of funding and flexibility through the use of overdrafts and trade receivables.
 
The following tables details the Company’s remaining contractual maturity for its non derivative financial liabilities. The tables have drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
 
   
Current
   
Noncurrent
   
Total
 
30 June 2011
                 
                   
Borrowings
    --             --  
Trade payables
    65,467             65,467  
Due to related parties
    856,596             856,596  
                       
31 December 2010
                     
                       
Borrowings
    2,351       --       2,351  
Trade payables
    58,150       --       58,150  
Due to related parties
    1,041,105       --       1,041,105  
 
25.    SUBSEQUENT EVENTS
 
There is no subsequent event has occurred which might affect the financial statements.
 
 
 
37

 

 
TOUCH IT EDUCATION TECHNOLOGIES
DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI

FINANCIAL STATEMENTS
AS OF 30 JUNE 2011
TOGETHER WITH INDEPENDENT AUDITORS’ REPORT

 
38

 

 
INDEPENDENT AUDITORS REPORT

To the Board of Directors of
Touch It Education Technologies
Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı
 
Report on the Financial Statements
 
We have reviewed the accompanying financial statements of Touch IT Education Technologies Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı (“the Company”) which comprise the financial position as of 30 June 2011 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.
 
Management Responsibility for the Financial Statements
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
 
Scope of Review
 
Our responsibility is to express a conclusion on these financial statements based on our review. We conducted our review in accordance with International Standards on Auditing. These standards require that we comply with ethical requirements and plan and perform the review to obtain reasonable assurance whether the financial statements are free from material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
 
DENGE BAĞIMSIZ DENETİM SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Hürriyet Mah. Dr. Cemil Bengü Cad. İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İSTANBUL
Tel: (0212) 296 51 00 (pbx) Fax: (0212) 296 51 99 Tic. Sic. No: 262368-209940 www.mazarsdenge.com.tr
denge@mazarsdenge.com.t

 
39

 

 
Basis for Qualification
 
The accompanying financial statements have been prepared assuming that Company will continue as a going concern. Company has suffered recurring losses from operations and has net capital deficiency and negative equity balance amounting to USD 82,856 as of June 30, 2011 that raises substantial doubt about the company's ability to continue as a going concern. Accordingly, the continuity of the Company’s operations is dependent on the profitability of future operations and the existence of necessary financial support by shareholders and other creditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Conclusion
 
Based on our review, except for the effect of the matter discussed in the preceding paragraph, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not give a true and fair view of the financial position of the Company as at 30 June 2011, and of its financial performance and its cash flows for the three months period then ended in accordance with Accounting Principles Generally Accepted in the United States of America.
 
We would like to draw your attention to the following matters:
 

·  
According to Turkish Tax Legislation, service invoices issued abroad are subject to withholding tax with a rate of 20%, provided that the service has been received in Turkey. During our review of 2011, we have determined significant amount of such invoices under the name of consultant fee and expenses totally amounting to USD 167,978. However, the Company Management does not foresee any risk on the basis of the interpretation that those consultancy services have been received abroad; the Company may face possible tax risk in case of a different interpretation by the tax office.

DENGE BAĞIMSIZ DENETİM
SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of MAZARS

Gökhan Almacı
Partner

Istanbul, 1 August 2011

DENGE BAĞIMSIZ DENETİM SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Hürriyet Mah. Dr. Cemil Bengü Cad. İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İSTANBUL
Tel: (0212) 296 51 00 (pbx) Fax: (0212) 296 51 99 Tic. Sic. No: 262368-209940 www.mazarsdenge.com.tr denge@mazarsdenge.com.tr

 
40

 

 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2011 AND 31 DECEMBER 2010

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 


   
Notes
      30.06.2011       31.12.2010  
ASSETS
                     
Cash and cash equivalents
    5       190       3,274  
Trade receivables, net
    6       --       35,288  
Due from related parties
    7       614,930       863,395  
Due from shareholders
    7       9,333       9,842  
Inventories
    8       255,485       191,417  
Other current assets
    9       1,399       221  
                         
        Total current assets
            881,337       1,103,437  
                         
Rights, net
    10       12,572       13,312  
                         
        Total non-current assets
            12,572       13,312  
                         
Total assets
            893,909       1,116,749  
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
Trade payables
    11       39,254       54,211  
Due to shareholders
    7       22,226       22,147  
Due to related parties
    7       158,550       104,887  
Other current liabilities
    12       6,735       48,001  
                         
     Total current liabilities
            226,765       229,246  
                         
Share purchase advances
    1       750,000       750,000  
Employee termination benefits
    13       --       --  
                         
     Total long-term liabilities
            750,000       750,000  
                         
Shareholders' Equity:
                       
Share capital
    14       37,570       37,570  
Retained Earnings
            99,933       111,009  
Net income / (loss) for the period
            (220,359 )     (11,076 )
                         
Total shareholders’ equity
            (82,856 )     137,503  
                         
Total liabilities and shareholders’ equity
            893,909       1,116,749  

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

 
41

 


TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
STATEMENTS OF INCOME FOR THE SIX MONTHS PERIOD ENDED AS OF
30 JUNE 2011 AND 2010
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 

 
   
Notes
      30.06.2011       30.06.2010  
                       
Net sales
    15       377,983       671,523  
Cost of sales
    16       (295,063 )     431,097  
                         
    Gross profit
            82,920       240,426  
                         
Marketing and selling expenses
    17       (211,353 )     (68,318 )
General and administrative expenses
    18       (48,468 )     (34,457 )
                         
   Total operating income
            (176,901 )     137,651  
                         
Financial income / (expense), net
            --       (1,319 )
Other income / (expense), net
            (34,873 )     182  
Translation loss
            (8,585 )     (9,682 )
                         
   Loss before provision for taxation
            (220,359 )     126,832  
                         
Provision for taxation
                       
   - Current
            --       --  
   - Deferred
            --       --  
                         
   Net income for the period
            (220,359 )     126,832  

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

 
42

 


TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
STATEMENT OF CASH FLOW AS OF 30 JUNE 2011 AND 2010

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 


      30.06.2011       30.06.2010  
                 
 Cash flow from operating activities
               
 Net income for the period
    (220,359 )     128,687  
                   
 Adjustments to reconcile net loss to net
 cash provided by operating activities:
               
                 
 Depreciation
    740       2,121  
 Provision for employee termination benefit
    --       (542 )
                 
 Net income adjusted to non-cash items
    (219,619 )     130,266  
                 
 Changes in operating assets and liabilities:
               
 Change in trade receivables
    35,288       (51,858 )
 Change in due from related parties
    248,466       (463,186 )
 Change in due from shareholders
    509       (9,662 )
 Change in inventories
    (64,069 )     (155,510 )
 Change in other current assets
    (1,178 )     158  
 Change in trade payables
    (14,957 )     31,589  
 Change in due to related parties
    53,663       (19,924 )
 Change in due to shareholders
    79       (8,082 )
 Change in other current liabilities
    (41,266 )     (40,246 )
                 
 Net cash provided from operating activities
    (3,084 )     (586,455 )
                   
 Cash flows from investing activities:
               
 Purchased of property and equipment
    --       --  
 Change in share purchase agreement
    --       750,000  
                 
 Net cash provided from investing activities
    --       750,000  
                 
 Cash flows from financing activities:
               
 Increase/(decrease) in short-term borrowings
    --       --  
 Increase/(decrease) in long-term  borrowings
    --       --  
                 
 Cash flows provided by financing activities
    --       --  
                 
 Net decrease in cash and cash equivalents
    (3,084 )     163,545  
                 
 Cash and cash equivalents at the beginning of the period
    3,274       2,204  
                 
 Cash and cash equivalents at the end of the period
    190       165,749  

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

 
43

 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
STATEMENT OF CHANGES IN EQUITY AS OF 30 JUNE 2011 AND 31 DECEMBER 2010

 (All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 


 
   
Share
capital
   
Retained Earnings
   
Net income for the year / period
   
Total Shareholders' Equity
 
                         
Balances at 1 January 2010
    35,500       53,743       57,266       146,509  
                                 
Share capital increase
    2,070       --       --       2,070  
                                 
Transfer to retained earnings
    --       57,266       (57,266)       --  
                                 
Net income for the year
    --       --       (11,076)       (11,076)  
                                 
Balances at 31 December 2010
    37,570       111,009       (11,076)       137,503  
                                 
Transfer to retain earnings
    --       (11,076)       11,076       --  
                                 
Net profit / (loss) for the six months period
    --       --       (220,359)       (220,359)  
                                 
Balances at 30 June 2011
    37,570       99,933       (220,359)       (82,856)  

 
44

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 

 
1.     OPERATIONS OF THE COMPANY:

General

The Company established as a form of partnership (kollektif şirket). In Turkey, partnership is the association of two or more people who co-own a business for trading goods under a trade name. The co-owners have unlimited responsibility to their creditors. This form of companies does not have minimum capital requirements.

Nature of Activities

Touch IT Education Technologies Dıs Ticaret Kollektif Sirketi Andrew Stuart Brabin ve Ortağı, formerly RT Lojistik Dıs Ticaret Kollektif Sirketi Recep Tanısman ve Ortağı (referred as “Touch IT Education”) was established on 27 August 2007 with a ‘‘Share Transfer of Open Company and Amendment Agreement’’. Touch IT Education primarily engages in sales and purchases of the interactive writing board and all educational equipment.

On May 7, 2010, Touch IT Education, Touch IT Technologies and their stockholders (“Touch IT Turkey”) entered into a Share Exchange Agreement with Hotel Management Systems, Inc (“Hotel Management”), a Nevada corporation.

Pursuant to the terms of the Share Exchange Agreement, Hotel Management issued a total of 48,330,000 shares of their common stock, par value USD 0.001 per share (the “Common Stock”), to the shareholders of Touch IT Technology and Touch IT Education in exchange for the transfer of100% of the shares of TouchIT Tech and Touch IT Education to Hotel Management. This exchange transaction resulted in Touch IT Technologies and Touch IT Education becoming Hotel Management. The wholly-owned subsidiaries and the stockholders of Touch IT Turkey own approximately 78.93% of the Hotel Management’s issued and outstanding stock, prior to any financing.

Simultaneously with the closing of the Share Exchange Agreement, on May 7, 2010, Hotel Management entered into a Subscription Agreement (the “Subscription Agreement”) with investors for the sale of shares up to the value of USD 1,500,000 (the “Purchase Price”). As a result, USD750,000 of the Purchase Price has been recognized in Touch IT Education’s balance sheet as a future obligation to one of the investors.

No changes in the shareholder structure of Touch IT Turkey have been made since the formal registration has not yet been completed

Average number of employees of the Company as of 30 June 2011 is 6 while it was 6 as at December 31, 2010.

2.     IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after 15 December 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after 15 December 2010, its adoption will not have a material impact on the Company’s financial statements.

 
45

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011
 
(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
3.     BASIS OF PRESENTATION

The Company maintains its books of account and prepares its statutory financial statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation and the uniform chart of accounts issued by the Ministry of Finance. The accompanying US Dollar financial statements are based on the statutory records which are obtained under the historical cost convention, with adjustments and reclassifications, for the purpose of fair presentation in accordance with Generally Accepted Accounting Principles in the United States of America (US GAAP). The Company’s fiscal year ends on December 31.
 
4.     SIGNIFICANT ACCOUNTING POLICIES:
 
Cash and cash equivalents
 
Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less.

Revenue recognition

The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services are rendered, the sales price is determinable, and collectability is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates and returns.

Inventories

Inventories are stated at the lower of cost or market. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory being valued on the weighted average basis.

Related parties

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making the financial and operating decisions. For the purpose of these financial statements shareholders are referred to as related parties. Related parties also included individuals that are principle owners, management and members of the Company’s Board of Directors and their families.

Rights

Rights are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Assets are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, a loss is recognized for the difference.

Taxation

Partnerships (kollektif şirket) are incorporated body according to Turkish Commercial Code; however, partnerships are not recognized as an incorporated body by income tax act. This fact results in paying individual income tax by partnerships, instead of being subject to corporate income tax. Moreover, services rendered by the Company in free zone area is excluded from paying both value added tax and individual income tax. The Company has Operating Licence for the exemption of income tax which is taken from Undersecretariat of The Prime Ministry for Foreign Trade, numbered TRY-149, dated 1 November 2001 and period of validation is 15 years.

 
46

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

Retirement pay provision

Under Turkish laws, lump sum payments are made to employees retiring or involuntarily leaving the Company. Such payments are considered as being part of defined retirement benefit plan.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised actuarial gains and losses.

4.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency transactions

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated, using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate income and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Following period rates are applicable as of 30 June 2011 and 31 December 2010:

      30.06.2011       31.12.2010  
                 
USD
    1.6302       1.5460  
EURO
    2.3492       2.0491  
GBP
    2.6111       2.3886  
                 
Average USD
    1.5934       1.4991  
 
Leasing - the Company as lessee

Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Comprehensive income

In June 1997, the Financial Accounting Standard Board issued SFAS No. 130, “Reporting Comprehensive Income”. SFAS 130 is effective for years beginning after 15 June 1997. This statement provides reporting standards of comprehensive income and its components and requires that all components of comprehensive income be reported in the financial statements in the period in which they are recognized. The Company has adopted the provisions of SFAS No. 130 in its financial statements and adoption of this statement did not have any effect.

Financial Instruments

Pursuant to ASC 820, “Fair Value Measurements and Disclosures”, and ASC 825, “Financial Instruments”, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 
47

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

4.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial Instruments (continued)

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, trade receivables and payables, borrowings and amounts due from and due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.

5.     CASH AND CASH EQUIVALENTS

As of 30 June 2011 and 31 December 2010 cash and cash equivalents comprised of the followings:

      30.06.2011       31.12.2010  
                 
Cash in hand
    97       695  
Banks
    93       2,579  
                 
Total
    190       3,274  

6.     TRADE RECEIVABLES

As of 30 June 2011 and 31 December 2010 trade receivables comprised of followings:

      30.06.2011       31.12.2010  
                 
Trade receivables
    53,380       54,829  
Provision for doubtful receivables (-)
    (53,380 )     (19,541 )
                 
Total
    --       35,288  

The provision has been booked for the receivables from Proformance Product and Truimphboard S.R.O.

 
48

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated) 

7.     RELATED PARTY TRANSACTIONS:

In the course of conducting its business, the Company conducted various business transactions with related parties on commercial terms.

Related parties and shareholders balances and transactions have been presented as follows:

Due from related parties
    30.06.2011       31.12.2010  
                 
Emko Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    145,965       587,308  
Touch IT Technologies Koll. Şti.. Ronald George Murphy ve Ortakları
    468,965       276,087  
                 
Total
    614,930       863,395  

Due from shareholders
    30.06.2011       31.12.2010  
                 
Andrew Stuart Brabin
    --       9,842  
Recep Tanışman
    9,333       --  
                 
Total
    9,333       9,842  

Due to related parties
    30.06.2011       31.12.2010  
                 
Kamron Inc
    94,427       50,467  
ASB Trading
    64,123       54,420  
                 
Total
    158,550       104,887  

Due to shareholders
    30.06.2011       31.12.2010  
                 
Ali Rıza Tanışman
    22,226       22,147  
                 
Total
    22,226       22,147  

Transactions between related parties have been presented as follows:

Major purchases from related parties
    30.06.2011       30.06.2010  
Touch It Technologies Koll. Şti. Ronald George Murphy ve Ortakları
    58,451       146,408  
Total
    58,451       146,408  
                 
Major sales to related parties
    30.06.2011       30.06.2010  
Emko Yazı Tahtaları ve Eğitim Gereçleri A.Ş.
    101,918       309,034  
Touch IT Technologies Koll. Şti. Ronald George Murphy ve Ortakları
    152,822       55,680  
Total
    254,740       364,714  

 
49

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
7.     RELATED PARTY BALANCES AND TRANSACTIONS (COUNTINUED):

Service provided by
    30.06.2011       30.06.2010  
                 
Kamron Inc.
    98,991       15,807  
Andrew Stuart Brabin
    68,987       12,000  
                 
Total
    167,978       27,807  

8.     INVENTORIES

As of 30 June 2011 and 31 December 2010 inventories comprised of the followings:

      30.06.2011       31.12.2010  
                 
Trade goods
    118,026       109,261  
Advances given for purchases(*)
    137,459       82,156  
                 
Total
    255,485       191,417  

(*) The majority of the balance comprise of advance given to Songtian Orient Corporation (China) Limited amounting USD 122,602 (in 2010 USD 36,960) for the purchase of LCD products. According to purchase agreement, the goods would be delivered to Turkey before 21 April 2011. However Songtiang delayed the delivery. Soon after Company lawyer has sent a demanding letter regarding the prepayment but till to our date of report no response has been received no legal action has been started.

The Touch It Technology and Touch It Education inventories have been insured together with a single insurance policy. The insurance on the total inventories as of 30 June 2011 is TL 650,000.
(31 December 2010 is USD 100,000)
 
9.  
OTHER CURRENT ASSETS:

As of 30 June 2011 and 31 December 2010 other receivables comprises of the followings;

      30.06.2011       31.12.2010  
                 
Prepaid expense
    154       221  
Advance given to personnel
    1,245       --  
                 
Total
    1,399       221  

 
50

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
10.  NON-CURRENT ASSETS

As of 30 June 2011 and 31 December 2010 non-current assets comprised of followings:

      30.06.2011       31.12.2010  
                 
License right
    35,500       35,500  
Depreciation allowance
    (22,928 )     (22,188 )
                 
Total
    12,572       13,312  

Rights represent the operating license obtained from Under secretariat of The Prime Ministry for Foreign Trade. The validation date of the licence has been extended from 10 year to 15 year in 2010.

11.  TRADE PAYABLES

As of 30 June 2011 and 31 December 2010 trade payables comprised as of the followings:

      30.06.2011       31.12.2010  
                 
Trade payables
    39,254       54,211  
                 
Total
    39,254       54,211  

12.  OTHER CURRENT LIABILITIES

As of 30 June 2011 and 31 December 2010 other current liabilities comprised of the followings:

      30.06.2011       31.12.2010  
                 
Taxes and funds payable
    1,093       2,471  
Social security premiums and withholding taxes payable
    730       1,439  
Accrued expenses
    1,625       1,250  
Advances received
    2,041       40,731  
Due to personnel
    1,246       2,110  
                 
Total
    6,735       48,001  

 
51

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)]

 
13.  RESERVE FOR EMPLOYMENT TERMINATION BENEFITS

The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial statements as at 30 June 2011, the provision has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. The anticipated rate of forfeitures is considered. As the maximum liability is revised semi annually, the maximum amount of TRY 2,623 effective from 1 January 2011 has been taken into consideration in calculation of provision from employment termination benefits (2010: TRY 2,517).

14.  SHARE CAPITAL

The issued share capital of the Company is respectively for the period ended at 30 June 2011 and for the years ended 31 December 2010 comprised as follows;
 
     30.06.2011      31.12.2010  
   
Shareholding
           
Shareholding
       
   
Amount
   
%
   
Amount
   
%
 
                             
Andrew Stuart Brabin
    27,050       72       27,050       72  
Ali Rıza Tanışman
    1,503       4       1,503       4  
Recep Tanışman
    7,515       20       7,515       20  
Cansın Tanışman
    751       2       751       2  
Volkan Tanışman
    751       2       751       2  
      37,570       100       37,570       100  


 
52

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
15.  SALES

The composition of sales by principal operation for the period ended as at 30 June 2011 and 2010 can be summarized as follows:

      30.06.2011       30.06.2010  
                 
Electronic set
    362,656       459,150  
Remote Control for classroom
    4,738       129,682  
Touch IT board
    2,540       43,410  
Writing Pad
    5,500       22,507  
LCD
    615       --  
Others
    1,934       25,047  
                 
Returns (-)
    --       (8,273 )
                 
Total
    377,983       671,523  

The composition of cost of sales by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:

      30.06.2011       30.06.2010  
                 
Beginning inventory of trade goods
    109,261       48,111  
Purchases
    303,828       534,772  
Ending inventory of trade goods (-)
    (118,026 )     (151,786 )
                 
Total
    295,063       431,097  
 
 
53

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
17.  MARKETING AND SELLING EXPENSES

The composition of marketing and selling expenses by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:

      30.06.2011       30.06.2010  
                 
Export expenses
    5,916       17,542  
Consultancy expenses (*)
    201,565       35,858  
Web site design expenses
    --       8,908  
Other expenses
    3,872       6,010  
                 
                 
Total
    211,353       68,318  

(*) The vast majority of the balance comprises of consultancy invoices issued by Kamron and ASB.

18.  GENERAL AND ADMINISTRATIVE EXPENSES

The composition of general and administrative expenses by principal operations for the period ended as at 30 June 2011 and 2010 can be summarized as follows:

      30.06.2011       30.06.2010  
                 
Audit and consultancy expenses
    8,722       9,063  
Personnel expenses
    31,159       12,649  
Rental expenses
    6,600       6,192  
Depreciation
    740       3,976  
Other expenses
    1,247       2,577  
                 
Total
    48,468       34,457  
 
 
54

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
19 . OTHER INCOME AND (EXPENSES), net:

The composition of other income and expenses for the years ended at 30 June 2011 and 2010 can be summarized as follows:

      30.06.2011       30.06.2010  
                 
Provision for doubtful receivables
    (34,511 )     --  
Other expense
    (362 )     --  
Other income
    --       182  
                 
Total
    (34,873 )     182  
 
19.  FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of debt, which includes the borrowings, cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings.

30 June 2011
   
Financial assets
 at amortized
cost
   
Loans and
receivables
     
Financial
liabilities at
amortized cost
   
Carrying value
   
Fair value
   
Note
 
                                         
Financial assets
                                       
Cash and cash equivalents
            190               190       190       5  
Trade receivables (including related parties)
            614,930               614,930       614,930       6-7  
                                                 
Financial liabilities
                                               
Trade payables (including related parties)
            197,620               197,620       197,620       7-11  
 
31 December 2010
 
Financial assets
at amortized
cost
   
Loans and
receivables
   
Financial
liabilities at amortized cost
   
Carrying value
   
Fair value
   
Note
 
                                     
Financial assets
                                   
Cash and cash equivalents
    --       3,274       --       3,274       3,274       5  
Trade receivables (including related parties)
    --       898,683       --       898,683       898,683       6-7  
                                                 
Financial liabilities
                                               
Trade payables (including related parties)
    --       159,098       --       159,098       159,098       7-11  

 
55

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
Financial risk factors

The Company’s activities expose it to variety of financial risks; market risk, credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets seeks to minimize potential adverse effects on the Company’s financial performance.

Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.

19.  FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Foreign currency risk management

The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Foreign currency position, net for the period ended at 30 June 2011 and for the years ended 31 December 2010 can be summarized as follows:
 
            30.06.2011      31.12.2010  
   
F/C
Type
     
Foreign
Currency
     
TRY
      Foreign
Currency
     
TRY
 
Banks
 
USD
      40       65       2,138       3,306  
   
EUR
      --       --       19       38  
                                       
Due from related parties
 
USD
      614,930       1,002,459       587,308       907,979  
                                       
Trade receivables
 
USD
      --       --       34,731       53,694  
                                       
Advances given
 
USD
      122,602       199,866       72,544       112,153  
(Inventories)
                                     
                                       
Trade payables
 
USD
      (36,706 )     (59,838 )     (43,480 )     (67,220 )
                                       
Advances received
 
USD
      (2,041 )     (3,327 )     (40,731 )     (62,970 )
(Other current liabilities)
                                     
                                       
Due to related parties
 
USD
      (158,550 )     (258,468 )     (104,887 )     (162,155 )
                                       
Share purchase advances
 
USD
      (750,000 )     (1,222,650 )     (750,000 )     (1,159,500 )
                                       
                                       
Net F/C Assets / (Liabilities)
                  (341,893 )             (374,675 )

 
56

 
 
 

TOUCH IT EDUCATION TECHNOLOGIES DIŞ TİCARET KOLLEKTİF ŞİRKETİ
ANDREW STUART BRABIN VE ORTAĞI
NOTES TO FINANCIAL STATEMENTS AS OF 30 JUNE 2011

(All amounts are expressed in US Dollars (USD) in full, unless otherwise indicated)

 
20.  FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Credit risk management

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

Liquidity risk management

Liquidity risk arises from the fact that the Company may not receive funds from its counterparties at the expected time. This risk is managed by maintaining a balance between continuity of funding and flexibility through the use of overdrafts and trade receivables.

The following tables details the Company’s remaining contractual maturity for its non derivative financial liabilities. The tables have drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
 
   
Current
   
Noncurrent
   
Total
 
30 June 2011
                 
                   
Trade payables (including related parties)
    158,734       --       158,734  
                         
31 December 2010
                       
                         
Trade payables (including related parties)
    159,098       --       159,098  

21.  SUBSEQUENT EVENTS

There is no subsequent event has occurred which might affect the financial statements.
 
 
 
57

 

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Quarterly Report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Forward-Looking Statements
 
This Quarterly Report contains forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Management’s Discussion and Analysis or Plan of Operation,” “Business” and those listed in our other Securities and Exchange Commission filings.  Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.
 
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this Report.
 
Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Report.
 
Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following:

●        actual or anticipated fluctuations in our quarterly and annual operating results;
●        actual or anticipated product constraints;
●        decreased demand for our products resulting from changes in consumer preferences;
●        product and services announcements by us or our competitors;
●        loss of any of our key executives;
●        regulatory announcements, proceedings or changes;
●        announcements in the touch technology community;
●        competitive product developments;
●        intellectual property and legal developments;
●        mergers or strategic alliances in the touch technology industry;
●        any business combination we may propose or complete;
●        any financing transactions we may propose or complete; or
●        broader industry and market trends unrelated to its performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Plan of Operation

The ability of our Company to achieve our business objectives is contingent upon our success in raising additional capital until adequate revenues are realized from operations.

We are a manufacturer of touch based visual communication products for education and corporate worldwide marketplaces. Our mission is to design and manufacture high quality technology products. We manufacture a large range of touch screen and touch board products to suite all types of application from pen input wireless tablets, to large enameled steel touch-sensitive interactive whiteboards and large interactive Liquid Crystal Displays (“LCD”). Our products stand out from our competition in terms of our design, functionality and price offering.  Our customers seek our products as they provide them with a different point of entry to the market in terms of price, quality of design and margin. Currently, demand for our products is exceeding our ability to supply.

 
58

 

In the past three years, we have designed, manufactured, launched, developed and sold four new products as well as established the business from scratch and equipped a factory.

COMPANY OVERVIEW

We manufacture touch-based visual communication products for the education and corporate worldwide marketplaces. Our products stand out from our competition in terms of design, functionality and price offering. Our customers seek our products as they provide them a different point of entry to the market in terms of price, quality of design and margin. 
 
In our first year of trading, we exceeded revenues of $2 million USD having designed, manufactured, launched and sold four new products as well as established the business and equipped a factory. Our second full year of trading saw 176% growth as we expanded into world-wide markets.

On January 10, 2011, we forecasted our 2011 revenue projections to be $9 million. However, having had a slow first half of this year, our ability to hit this target will depend upon whether we may obtain a large number of tender opportunities.

Our keys to success are:

1. Establish and maintain working relationships and contractual agreements with distribution and Original Equipment Manufacturer (“OEM”) customers;
2. Increase our profit margin by lowering the import and raw material costs by bulk purchasing from vendors;
3. By increasing our purchasing power, we can increase our stock holding and lowering delivery times to customers thus enabling further sales growth; and
4. Effectively communicate with our current and potential customers, through targeted efforts, our position as a differentiated provider of the highest quality of margin laden touch-based communication products.

Recent Developments
 
On May 7, 2010, we (which at that time was called Hotel Management Systems, Inc.), entered into a Share Exchange Agreement with TouchIT Tech KS, the stockholders of TouchIT Tech KS, TouchIT Ed, and the stockholders of Touch Ed.  Both TouchIT Tech KS and TouchIT Ed are corporations formed under the laws of Turkey and are based in Istanbul, Turkey. The Closing took place on May 7, 2010.

In connection with the closing of the Share Exchange Agreement, on May 7, 2010, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain investors for the sale of up to $1,500,000 (the “Purchase Price”), which was represented by the convertible promissory notes of our Company (“Note” or “Notes”) and share purchase warrants (the “Warrants”) to purchase common shares of our Company (the “Warrant Shares”).  Due to the non-provision of the second $750,000 by certain investors, we cancelled the promissory Notes for $250,000 and $500,000 including the underlying Warrant Shares.

On February 16, 2011, we borrowed Two Hundred Fifty Thousand Dollars ($250,000) (the “Advance”) from TCA Global Credit Master Fund, LP (the “Lender”) pursuant to a revolving credit facility evidenced by a Credit Agreement with an effective date of November 30, 2010 (the “Credit Agreement”).

The Credit Agreement evidences a revolving credit facility in the minimum principal amount of $250,000, which subject to Lender approval may be increased up to One Million Dollars ($1,000,000) (the “Loan”). Interest on the Advance accrues at the rate of eight percent (8%) per annum and the outstanding and accrued interest is due and payable on a bi-monthly basis. The outstanding principal amount is due on February 16, 2012.

The Loan is also evidenced by a revolving note (the “ Revolving Note”). The Credit Agreement and Revolving Note are secured by, among other things, (i) the Security Agreement made by and between our Company and the Lender pursuant to which the Borrower has granted a security interest in all of the Borrower's assets to the Lender (the "Security Agreement"), (ii) a personal guaranty and validity guaranty executed by Andrew Brabin, Chief Financial Officer of our Company, and (iii) a personal guaranty and validity guaranty executed by Recep Tanisman, the Chief Executive Officer of our Company.

Pursuant to the Credit Agreement, on February 16, 2011, our Company issued to the Lender One Hundred Thousand (100,000) common shares (the “Restricted Shares”), which have piggy back registration rights as part of any registration statement filed by our Company and full ratchet rights and anti-dilution rights during the six months following February 16, 2011. Furthermore, we also issued to Lender Twenty-Five Thousand (25,000) shares of our Company's Series A convertible preferred stock, par value of $0.001 (“Preferred Shares”), with such shares shall be converted into shares of common shares of our Company on February 16, 2012 upon the satisfaction of certain conditions (including if the value of the Restricted Shares is less than $45,000 on February 16, 2012 based on the average closing price for the 30 trading days prior thereto).

 
59

 


The Credit Agreement also includes customary representations and warranties and affirmative and negative covenants, including, among others, payment of certain customary fees and expenses (including commitment, monitoring and diligence fees), covenants relating to financial reporting, maintenance of property and insurance, incurrence of liens and/or other indebtedness. The Credit Agreement also contains customary provisions for events of default, remedies in circumstances of default, required notices, governing law and jurisdiction of governance.
 
Upon the occurrence of an event of default (as defined in the Credit Agreement), the Lender may, at its option, declare its commitments to us to be terminated and all obligations and commitments to be immediately due and payable. For all the terms and conditions of the Credit Agreement, the Security Agreement and the Revolving Note, reference is hereby made to such documents respectively filed as Exhibits 10.1, 10.2 and 10.3 as part of the Form 8-K filed with the Securities and Exchange Commission on February 23, 2011. All statements made herein concerning the foregoing document are qualified by reference to said Exhibits.

We have seen that the credit line has increased the liquidity of our business by improving cash flow and reducing the debtor days for an average of 45 down to less than 15. We expect to continue to use this credit facility for the foreseeable future. The decision to increase this line will be dependent on the increase of eligible receivables (those from the USA and UK) and management will make a decision based on sales history and forecasts from the customer base.

We have seen that the market in general this past quarter has slowed down. Management does however expect that the third and fourth quarter will be strong quarters for us. This is the usual trend in the industry.

We have shipped products this quarter to the Department of Homeland Security. We hope to work on this relationship, as we believe this could be a good account for us. We have also shipped product to the armed forces in the USA for use in the training environments within the military.

We now have around forty resellers throughout the USA that we support through our distribution network that sell TouchIT branded products to numerous vertical markets. We will continue to work with our partners and grow the sales channel.

We have shipped product this quarter directly through CSN stores. We have continued to work with DEMCO, based out of Madison, WI.  DEMCO is a large educational / Library / Furniture company that sell throughout the USA into the educational library markets. They have expressed interest to sign an OEM agreement with us and we are looking to sign early next quarter.

We have entered into discussions with CDWG, one of the USA's largest resellers who have offices nationwide.

We received our first orders from Office Concepts Inc. (“OCI”) in Massachusetts. OCI’s aim is to ship our products to various pharmaceutical customers in the New England area.

We are working with Cascade, a reseller in Massachusetts, who is targeting over twenty school districts and who are building new schools that will have the ability to include the TouchIT products into their new environments. We hope that early next quarter we will begin to see some results for our efforts.
 
We have entered into discussions with new potential partners for Australia, South Africa and also Italy. Management hopes to conclude these agreements in the beginning of the third quarter. These markets fall into our Company’s model of targeting markets with a low penetration of Interactive products.

We will continue to expand in the Middle East as sales in that region continue to grow. Our Sales Manager for the region is actively recruiting both new channel partners as well as distribution partners. Saudi Arabia continues to be the strongest country for sales and growth in the region.

We have completed the development and customization (OEM) of the TouchIT Board for Hitachi Solutions Europe. This product will be sold into the Indian Marketplace.

We have now completed the development of the Interactive LCD products which we plan to launch in the third quarter of 2011. These products will include a 42”, a 55”, and a 65” LCD. All of these products will be full high definition and touch-based, and may include options of multiple input “multi-touch” on these models.
 
 
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We will continue to look into the viability of an OEM offering of a content software that is suitable for both 7-11 and 11-16 age groups. If concluded, the software will be sold in conjunction with our existing products to strengthen the product portfolio.

Last, we have undertaken significant research and development of new products including a mobile stand with integrated projector mount, a document camera and a new wireless tablet that management hopes will be launching by the end of the year.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
The accompanying financial statements include the financial statements of TouchIT Tech KS and TouchIT Ed. Although not significant, it should be noted that inter-company transactions and balances do exist and have not been consolidated. TouchIT Tech KS and TouchIT Ed together are also referred to as the “Company.”

This management's discussion and analysis of our financial condition and results of operations are based on the financial statements of both TouchIT Tech KS and TouchIT Ed, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we will evaluate these estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:

Basis of presentation financial statements:
 
We maintain our books of account and prepare our statutory financial statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation. The accompanying financial statements are based on the statutory records, with adjustments and reclassifications, for the purpose of fair presentation in accordance with United States generally accepted accounting principles (“US GAAP”).

There are inter-company transactions that have not been consolidated on these financial statements.

Revenue recognition:

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for customer returns, rebates, and other similar allowances.

Inventories:

Inventories are stated at the lower of cost or net realizable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory being valued on the weighted average basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to deliver service.

Property, plant and equipment:

Property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses, if any. Depreciation is charged so as to write off the cost of assets, other than land and construction in progress, over their estimated useful lives, using straight line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.
 
 
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Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

The ranges of estimated useful lives are as follows:

-  
Machinery and equipments: 2-6 years

-  
Motor vehicles: 4 years

-  
Furniture, fixtures and office equipments: 4-5 years

Shipping and handling:

Shipping and handling costs related to costs of the raw material purchased is included in cost of revenues.

Research and development costs:

Research and development costs are expensed as incurred. The costs of material and equipment that are acquired or constructed for research and development activities, and have alternative future uses, either in research and development, marketing, or sales, are classified as property and equipment or depreciated over their estimated useful lives.

Company reporting year end:

We use a calendar year as our fiscal year ending December 31.
 
 
RESULTS OF OPERATIONS

TOUCHIT TECH KS AND TOUCHIT ED COMBINED STATEMENTS OF COMPREHENSIVE INCOME FOR QUARTER ENDED JUNE 30, 2011 & 2010

(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
   
30/06/2011
   
30/06/2010
 
             
NET SALES
    914,867       2,171,547  
COST OF SALES
    (832,401 )     (1,419,424 )
Gross profit
    82,466       752,123  
MARKETING AND SELLING EXPENSE
    (427,851 )     (337,590 )
GENERAL AND ADMINISTRATIVE EXPENSES
    (123,057 )     (131,421 )
Profit from operations
    (468,442 )     283,112  
OTHER INCOME AND EXPENSES, net
    (46,344 )     (3,226 )
FINANCIAL INCOME AND EXPENSES, net
    (28,433 )     (4,854 )
Profit Loss before taxation and currency translation gain/(loss)
    (605,745 )     275,032  
TAXATION CHARGE
    --          
Taxation current
    --       --  
Deferred
    --       --  
CURRENCY TRANSLATION GAIN/(LOSS)
    --       (3,244 )
Net income/(loss) for the period
    (605,745 )     271,788  
OTHER COMPREHENSIVE INCOME
    --       --  
Total comprehensive income
    (605,745 )     271,788  
                 
 
NET SALES (REVENUE) – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2010, revenue has decreased by 58% or by $1,256,680 from $2,171,547 to $914,867. This decrease can be attributed to a slow down in the market due to uncertain budgetary commitments from certain of our customers. Management also notes that typically, the third and fourth quarters are the strongest quarters for our market. Our going forward sales activity, including the first half of the year, also reflects our management’s plan of increasing focus on the development of recurring business in existing and new markets in lieu of non-recurring tender business. Our management does anticipate that revenues will continue to grow for the balance of the year in light of the regular run rate business growth combined with our initiatives that we have recently made regarding the LCD product line which is due to be released in the third quarter. The LCD product line represents a much larger value ticket item which will drive revenues higher.
 
GROSS PROFIT – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2010, gross profit has decreased by $669,657 from $752,123 to $82,466. This is primarily due to the decrease in sales revenue.
 
 
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OPERATIONAL PROFIT – For the first six months of the year, quarter ended June 30, 2011, as compared to six months ended June 30, 2010, operational profit has decreased from $283,112 to (468,442), a decrease of $751,554. This can be attributed to the maintenance of overhead coupled with a drop in sales. The operational costs do not decrease when revenue decreases.

   
30/06/2011
   
30/06/2010
   
31/12/2009
 
                   
MARKETING AND SELLING EXPENSE
    (427,851 )     (337,590 )     (409,386 )
As a percentage of revenue
    46 %     17 %     20 %
GENERAL AND ADMINISTRATIVE EXPENSES
    (123,057 )     (131,421 )     (140,121 )
As a percentage of revenue
    13 %     7 %     7 %
 
NET INCOME FOR THE PERIOD – For the first six months of the year, quarter ended June 30, 2011, as compared to the same period in June 30, 2010, net income for the period has decreased by $877,533 from $271,788 to (605,745). This decrease can be attributed to the decrease in revenue with an increase in expenditure as we put in place the marketing mechanisms for our business to grow.
 
TOUCHIT TECH KS AND TOUCHIT ED COMBINED BALANCE SHEETS AT JUNE 30, 2011 & 2010

(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)
 
CURRENT ASSETS
 
30/06/2011
   
30/06/2010
 
             
Cash and cash equivalents
    1,239       215,613  
Trade receivables, net
    5,060       709,121  
Due from related parties
    655,135       602,391  
Due from Shareholders
    41,955       56,406  
Inventories
    571,586       291,394  
Other current assets
    4,223       5,249  
                 
Total current assets
    1,279,198       1,880,174  
                 
NON CURRENT ASSETS
               
                 
Property, plant and equipment, net
    59,530       53,387  
Intangible assets, net
    18,426       3,777  
Rights
    -       11,000  
Other non current assets
    12,763       280  
                 
Total non current assets
    90,719       68,444  
                 
                 
TOTAL ASSETS
    1,369,917       1,948,618  
                 
                 
CURRENT LIABILITIES
               
Borrowings
    -       8,277  
Trade payables
    104,721       51,169  
Due to shareholders
    188,293       52,516  
Due to related parties
    878,822       980,750  
Other current liabilities
    68,463       15,898  
                 
Total current liabilities
    1,240,299       1,108,610  
                 
                 
NON CURRENT LIABILITIES
               
Borrowings
    -       -  
Employee termination benefits
    -       1,183  
Reserve for retirement pay
    -          
Share purchase advances
    750,000       750,000  
                 
Total non current liabilities
    751,078       751,183  
                 
                 
COMMITMENTS AND CONTINGENCIES
               
                 
SHAREHOLDERS' EQUITY
               
Share capital
    127,570       125,500  
Retained earnings
    (143,285 )     (308,463 )
Net income / (loss) for the period
    (605,745 )     271,788  
                 
Total shareholders’ equity
    (621,460 )     88,825  
                 
TOTAL LIABILITIES AND
               
SHAREHOLDERS' EQUITY
    1,369,917       1,948,618  

 
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CURRENT ASSETS – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2010, total current assets have decreased $600,976. This decrease is due to an decrease in sales revenue resulting in a decrease in trade receivables, which decreased from $709,121 on June 30, 2010 to $5060 on June 30, 2011.
 
NON-CURRENT ASSETS – For the first six months of the year, quarter ended June 30, 2011 as compared to the six months ended June 30, 2011, total non-current assets have increased by 32% or $22,275. This is mainly due to an increase in intangible assets which relates to the Freeport Licenses that our Company holds.
 
TOTAL ASSETS – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2010, total assets have decreased by 30% or $578,701 from $1,948,618 to $1,369,917. The reason for the decrease in assets can be attributed to the decrease in Trade Receivables which is directly related to the drop in revenue.
 
CURRENT LIABILITIES – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2010, total current liabilities have increased by 12% or $131,689 from $1,108,610 to $1,240,299. Trade payables have increased $53,552, which can be attributed to an increase in inventory. Our management made the decision to take on an increased inventory holding to fulfill a growing pipeline for subsequent quarters. Monies due to related parties has decreased by $101,928 when comparing quarter ended June 30, 2011 with quarter ended June 30, 2010.
 
TOUCHIT TECH KS AND TOUCHIT ED COMBINED STATEMENTS OF CASH FLOW FOR QUARTERS ENDED
JUNE 30, 2011 & 2010

(Amounts expressed in US Dollars (USD) in full unless otherwise indicated)

   
30/06/2011
   
30/06/2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
    (605,745 )     271,788  
Adjustments to reconcile net income to net cash provided
            --  
By operating activities:
            --  
Depreciation and amortisation
    14,357       3,859  
Provision for employee benefit
    (764 )     684  
                 
                 
Changes in operating assets and liabilities
               
Trade receivables, net
    700,165       (434,319 )
Due from shareholders
    1,047       (56,406 )
Due from related parties
    215,844       (471,797 )
Inventories
    (205,944 )     (31,511 )
Other current assets
    (3,117 )     (4,467 )
Other non current assets
    (3,117 )     3444  
Trade payables
    (7,640 )     (19,450 )
Due to shareholders
    45,912       (31,960 )
Due to related parties
    (184,430 )     318,666  
Other current liabilities
    (4,770 )     (104,720 )
Share Purchase Advances
               
                 
Net cash generated from (used for)  operating activities
    (31,721 )     (552,213 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Increase/(decrease) in short-term borrowings
    (2,351 )     (3,005 )
Increase/(decrease) in long-term  borrowings
    --       (2,321 )
Dividends paid
    --       --  
                 
Net cash (used for) provided from  financing activities
    (2,351 )     (5,326 )
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of property, plant and equipment and intangible assets
    (15,245 )     (31,693 )
Share  capital increase
    --          
                 
Net cash used for investing activities
    (15,245 )     (31,693 )
                 
NET INCREASE / (DECREASE) IN CASH AND BANKS
    (49,317 )     160,768  
                 
CASH AND BANKS AT BEGINNING OF THE YEAR
    50,556       54,845  
                 
CASH AND BANKS AT END OF THE PERIOD
    1,239       215,613  

 
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NET INCOME FOR THE PERIOD – For the first six months of the year, quarter ended June 30, 2011, as compared to the same period in June 30, 2010, net income for the period has decreased by $877,533 from $271,788 to (605,745). This decrease can be attributed to the decrease in revenue with an increase in expenditure as we put in place the marketing mechanisms for our business to grow.

NET CASH USED FOR OPERATING ACTIVITIES – For the first six months of the year, quarter ended June 30, 2011, as compared to the six months ended June 30, 2011, net cash used for operating activities was $(31,721) compared to $(552,213) which is a decrease of $520,492. This can be attributed to the reduction of financing customer credit.

Cash flow in general has improved as we make use of the Credit Facility from our Lender. This has reduced the debtor days from an average of 45 to 15 or less on eligible accounts from the UK and USA. However, with sales being down, we have not been able to make full use of this facility. Our management expects to utilize the facility as our business grow in the UK and USA.
 
CASH FLOW FROM FINANCING ACTIVITES – For the first six months of the year, quarter ended June 30, 2011, cash flow from financing activities was $(2,351) compared to $(5,326) at June 30, 2010.

CASH POSITION. There was a net decrease in the cash and cash equivalents of $49,317 from the beginning of the period through June 30, 2011. This change in cash position can be attributed to the increase in “services” and “consulting work” which we have enlisted to ensure our continued growth. Generally, invoices are paid within 30 days. We continue to use the services of our Sales Consultant for the Middle East region, as well as the services of Buyers Bridge for supply chain management from the Far East and Cooper Global Communications for both public and investor relations.
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information required under this item.
 
 Item 4.  Controls and Procedures.

(a) Disclosure Controls and Procedures

Regulations under the Securities Exchange Act of 1934 require public companies to maintain “disclosure controls and procedures,” which are defined to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the period covered by this Report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Management has identified the following three material weaknesses in our disclosure controls and procedures:

1.           We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
 
3.           We do not have review and supervision procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial information. Due to our size and nature, review and supervision may not always be possible or economically feasible.  Management evaluated the impact of our significant number of audit adjustments and has concluded that the control deficiency that resulted represented a material weakness.
 
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 
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(b) Changes in internal control over financial reporting
 
During the three months ended June 30, 2011, our Company has not made any changes to internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1.     Legal Proceedings.

We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.
 
On May 7, 2010, we entered into a Share Exchange Agreement with TouchIT Tech KS, the stockholders of TouchIT Tech KS, TouchIT, and the stockholders of Touch Ed, pursuant to which we issued 48,330,000 shares of our Common Stock to the shareholders of TouchIT Tech KS and TouchIT Ed in exchange for all shares held by these shareholders in TouchIT Tech KS and TouchIT Ed.   The issuance of these shares was exempted from registration pursuant to Section 4(2) of the Securities Act of 1933.   The terms of the Share Exchange Agreement are discussed more fully in Item 1.01 and 2.01 on Form 8-K, filed with the SEC on May 12, 2010.
 
In connection with the closing of the Share Exchange Agreement, on May 7, 2010, we entered into a Subscription Agreement with certain investors for the sale of up to $1,500,000 of principal amount convertible promissory notes of the Company convertible into up to 6,000,000 shares of our Common Stock and share purchase warrants to purchase up to 6,000,000 shares of our Common Stock.  The terms of the Subscription Agreement, Notes and Warrants (including the terms of conversion and/or exercise of the Notes and Warrants) are discussed more fully in Item 1.01 and 2.01 on Form 8-K, filed with the SEC on May 12, 2010.   The issuance of these securities was exempted from registration pursuant to Section 4(2) of the Securities Act of 1933.
 
On February 16, 2011, pursuant to the Credit Agreement, as mentioned in the section titled “Recent Developments,” we issued to the Lender One Hundred Thousand (100,000) Restricted Shares, which have piggy back registration rights as part of any registration statement filed by our Company and full ratchet rights and anti-dilution rights during the six months following February 16, 2011. Furthermore, we also issued to Lender Twenty-Five Thousand (25,000) Series A Preferred Shares, with such shares shall be converted into shares of common shares of our Company on February 16, 2012 upon the satisfaction of certain conditions (including if the value of the Restricted Shares is less than $45,000 on February 16, 2012 based on the average closing price for the 30 trading days prior thereto).  The issuance of these securities was exempted from registration pursuant to Section 4(2) of the Securities Act of 1933.
 
In April 2011, there was a miscalculation on the borrowing base certificate by the Lender that resulted in the subsequent over lending to our Company in the amount of $24,000, comprising of a principal of $14,273.74 plus fees and interest. In order to remedy the matter and increase our cash flow during a difficult period in our sales cycle, we agreed to increase the amount the Lender could receive upon conversion of the Preferred Shares previously issued to the Lender under the Credit Agreement from $45,000 to $65,000 and decreased the holding period of those Preferred Shares from 12 months to six months to enable earlier conversion. We also agreed to issue 1,000,000 shares of our  common shares to be held by the Lender as a safe guard against any future similar events. The 1,000,000 common shares issued to the Lender will be returned to us in the event they are not required. The issuance of these securities was exempted from registration pursuant to Section 4(2) of the Securities Act of 1933.
 
Item 6.     Exhibits.

(a)  Exhibits
 
Exhibit
  
Number
Description of Exhibit
   
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
   
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
   
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).
   
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial and Accounting Officer).
 
101.INS
XBRL Instance Document
   
101.SCH
XBRL Taxonomy Extension Schema Document
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   TouchIT Technologies, Inc.  
       
 
By:
/s/ Andrew Brabin
 
   
Andrew Brabin
Chief Financial Officer
Dated: August 22, 2011
 
 
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