Progressive Care Inc. - Quarter Report: 2010 February (Form 10-Q)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-Q
(Mark
One)
|
x
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Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
|
For the
quarterly period ended February 28, 2010
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o
|
|
Transition
Report under Section 13 or 15(d) of the Exchange Act for the Transition
Period from ________ to ___________
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Commission
File Number: 000-52684
PROGRESSIVE
TRAINING, INC.
Name of
Registrant as Specified in Its Charter)
|
Delaware
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32-0186005
|
|
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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17337
Ventura Boulevard, Suite 305
Encino,
California 91316
Issuer's
Telephone Number: (818) 759-1876
(Address
and phone number of principal executive offices)
Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or 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 (ss.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
[_] No [_]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer o
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Accelerated
filer o
|
|
Non-accelerated
filer o
(Do
not check if smaller reporting company)
|
Smaller
reporting company x
|
Check
whether the issuer is a “shell company” as defined in Rule 12b-2 of the
Securities Exchange Act of 1934. Yes o No x
As of
February 28, 2010 the issuer had of 5,280,000 shares of common stock
outstanding.
Traditional Small Business Disclosure
Format (check one) Yes o No
x
INDEX
TO QUARTERLY REPORT
ON
FORM 10-Q
|
PART
I
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FINANCIAL
INFORMATION
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|
|
Item
1.
|
Condensed
Balance Sheets February 28, 2010 (Unaudited) and May 31,
2009
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4
|
|
Condensed
Statements of Operations (Unaudited)
for the Three and Nine Months
Ended February 28, 2010 and 2009
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5
|
|
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Condensed
Statement of Shareholders Deficit(Unaudited)
for the Nine Months Ended
February 28, 2010
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6
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|
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Condensed
Statements of Cash Flows (Unaudited)
for the Nine Months Ended
February 28, 2010 and 2009
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7
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|
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Notes
to Condensed Financial Statements(Unaudited)
for the Nine Months Ended
February 28, 2010 and 2009
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8
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|
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Item
2.
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Management's
Discussion and Analysis or Plan of Operation
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10
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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18
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Item
4T.
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Controls
and Procedures
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18
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PART
II
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OTHER
INFORMATION
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|
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Item
1.
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Legal
proceedings
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19
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|
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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19
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|
Item
3.
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Defaults
upon Senior Securities
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19
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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19
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Item
5.
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Other
Information
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19
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Item
6.
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Exhibits
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19
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Signatures
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20
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2
PART
I
FINANCIAL
INFORMATION
ITEM
1. FINANCIAL STATEMENTS
(Financial
Statements Commence on Following Page)
3
PROGRESSIVE
TRAINING, INC.
CONDENSED
BALANCE SHEETS
|
February
28, 2010
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||||||||
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(Unaudited)
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May
31, 2009
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|||||||
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ASSETS
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||||||||
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Cash
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$
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3,259
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$
|
2,318
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||||
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Accounts
receivable, net of allowance for
doubtful accounts of
$4,000
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6,845
|
5,424
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||||||
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Property
and equipment, net of accumulated
Depreciation of
$11,709
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-
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-
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||||||
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Prepaid
expenses and other assets
|
900
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1,946
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||||||
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TOTAL
ASSETS
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$
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11,004
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$
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9,688
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||||
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LIABILITIES
AND SHAREHOLDERS’ DEFICIT
|
||||||||
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LIABILITIES:
|
||||||||
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Line
of credit
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$
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39,338
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$
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38,726
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||||
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Accounts
payable and accrued expenses
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40,546
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57,582
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||||||
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Accrued
interest due to shareholder
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9,354
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6,848
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||||||
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Note
payable due to shareholder
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61,217
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16,262
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||||||
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Total
liabilities
|
150,455
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119,418
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||||||
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COMMITMENTS
AND CONTINGENCIES
|
||||||||
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SHAREHOLDERS’
DEFICIT:
|
||||||||
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Common
Stock, par value - $.0001; 100,000,000
Shares authorized; 5,280,000
shares issued
And outstanding
|
528
|
528
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||||||
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Additional
paid-in capital
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1,587,923
|
1,556,723
|
||||||
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Accumulated
deficit
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(1,727,902
|
)
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(1,666,981
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)
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||||
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Total
shareholders’ deficit
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(139,451
|
)
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(109,730
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)
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||||
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TOTAL
LIABILITIES AND SHAREHOLDERS’ DEFICIT
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$
|
11,004
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$
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9,688
|
||||
See
accompanying notes to financial statements.
4
PROGRESSIVE
TRAINING, INC.
CONDENSED
STATEMENTS OF OPERATIONS
FOR THE
THREE AND NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009
(UNAUDITED)
|
THREE
MONTHS
|
NINE
MONTHS
|
|||||||||||||||
|
2010
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2009
|
2010
|
2009
|
|||||||||||||
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REVENUES
|
$
|
27,382
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$
|
22,418
|
$
|
73,960
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$
|
101,116
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||||||||
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COST
OF REVENUES
|
1,505
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6,462
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9,889
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17,227
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||||||||||||
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GROSS
PROFIT
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25,877
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15,956
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64,071
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83,889
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||||||||||||
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EXPENSES:
|
||||||||||||||||
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Selling
and marketing
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4,643
|
888
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10,791
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28,763
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||||||||||||
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General
and administrative
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31,633
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45,199
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109,175
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158,418
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||||||||||||
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Research
and development
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50
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-
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50
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36
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||||||||||||
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Interest
expense
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1,636
|
4,967
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4,176
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14,276
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||||||||||||
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Total
expenses
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37,962
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51,054
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124,192
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201,493
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||||||||||||
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LOSS
BEFORE INCOME TAXES
|
(12,085
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)
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(35,098
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)
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(60,121
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)
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(117,604
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)
|
||||||||
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INCOME
TAXES
|
-
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-
|
800
|
800
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||||||||||||
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NET
LOSS
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$
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(12,085
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)
|
$
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(35,098
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)
|
$
|
(60,921
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)
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$
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(118,404
|
)
|
||||
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BASIC
AND DILUTED LOSS PER SHARE
|
$
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(0.00
|
)
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
$
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(0.05
|
)
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||||
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WEIGHTED
AVERAGE SHARES
|
5,280,000
|
2,280,000
|
5,280,000
|
2,280,000
|
||||||||||||
See
accompanying notes to financial statements.
5
PROGRESSIVE
TRAINING, INC.
CONDENSED
STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE
NINE MONTHS ENDED FEBRUARY 28, 2010 (UNAUDITED)
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COMMON
STOCK
|
ADDITIONAL
PAID-IN
|
SHAREHOLDER
|
||||||||||||||||||
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SHARES
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AMOUNT
|
CAPITAL
|
(DEFICIT)
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TOTAL
|
||||||||||||||||
|
BALANCE,
MAY 31, 2009
|
5,280,000
|
$
|
528
|
$
|
1,556,723
|
$
|
(1,666,981
|
)
|
$
|
(109,730
|
)
|
|||||||||
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CONTRIBUTED
CAPITAL
|
-
|
-
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31,200
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-
|
31,200
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|||||||||||||||
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NET
LOSS
|
-
|
-
|
-
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(60,921
|
)
|
$
|
(60,921
|
)
|
||||||||||||
|
BALANCE,
FEBRUARY 28, 2010
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5,280,000
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$
|
528
|
$
|
1,587,923
|
$
|
(1,727,902
|
)
|
$
|
(139,451
|
)
|
|||||||||
See
accompanying notes to financial statements
6
PROGRESSIVE
TRAINING, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
FOR THE
NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009 (UNAUDITED)
|
2010
|
2009
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$
|
(60,921
|
)
|
$
|
(118,404
|
)
|
||
|
Adjustments
to reconcile net loss to net cash used by
operating activities:
|
||||||||
|
Contribution of capital for
services
|
31,200
|
31,200
|
||||||
|
Changes in operating assets and
liabilities:
|
||||||||
|
Accounts
receivable
|
(1,421
|
)
|
14,902
|
|||||
|
Prepaid
expenses
|
1,046
|
-
|
||||||
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Accounts payable and accrued
expenses
|
(14,530
|
)
|
(24,153
|
)
|
||||
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Net
cash used by operating activities
|
(44,626
|
)
|
(96,455
|
)
|
||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Net
borrowings (repayments) from (to) shareholder
|
44,955
|
96,238
|
||||||
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Net
borrowings (repayments) on line of credit
|
612
|
306
|
||||||
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Net
cash provided by financing activities
|
45,567
|
96,544
|
||||||
|
NET
DECREASE IN CASH
|
941
|
89
|
||||||
|
CASH,
BEGINNING OF PERIOD
|
2,318
|
1,610
|
||||||
|
CASH,
END OF PERIOD
|
$
|
3,259
|
$
|
1,699
|
||||
|
SUPPLEMENTAL
DISCLOSUSRE OF CASH FLOW INFORMATION:
|
||||||||
|
Cash
paid for interest
|
$
|
1,670
|
$
|
1,975
|
||||
|
Cash
paid for income taxes
|
$
|
800
|
$
|
800
|
||||
See
accompanying notes to financial statements
7
PROGRESSIVE
TRAINING, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
BACKGROUND
Progressive
Training, Inc. the "Company") was incorporated under this name in Delaware on
October 31, 2006. The Company is engaged in the development, production and
distribution of training and educational video products and services. From
August 10, 2004 through December 11, 2006 the business of the development,
production and distribution of management and general workforce training videos
was previously conducted under the name Advanced Media Training,
Inc.
2.
INTERIM CONDENSED FINANCIAL STATEMENTS
FISCAL
PERIODS
The
Company's fiscal year-end is May 31. References to a fiscal year refer to the
calendar year in which such fiscal year ends.
PREPARATION
OF INTERIM CONDENSED FINANCIAL STATEMENTS
These
interim condensed financial statements for the nine months ended February 28,
2010 and 2009 have been prepared by the Company's management, without audit, in
accordance with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the United States
Securities and Exchange Commission ("SEC"). In the opinion of management, these
interim condensed consolidated financial statements contain all adjustments
(consisting of only normal recurring adjustments, unless otherwise noted)
necessary to present fairly the Company's financial position, results of
operations and cash flows for the fiscal periods presented. Certain information
and note disclosures normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted in these interim financial statements
pursuant to the SEC's rules and regulations, although the Company's management
believes that the disclosures are adequate to make the information presented not
misleading. The financial position, results of operations and cash flows for the
interim periods disclosed herein are not necessarily indicative of future
financial results. These interim condensed consolidated financial statements
should be read in conjunction with the annual financial statements and the notes
thereto included in the Company's most recent Annual Report on Form 10K for the
fiscal year ended May 31, 2009.
The
Company has evaluated subsequent events the date these condensed financial
statements were issued.
RECLASSIFICATIONS
Certain
2009 amounts have been reclassified to conform to presentation in
2010.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts and timing of
revenue and expenses, the reported amounts and classification of assets and
liabilities, and the disclosure of contingent assets and liabilities. These
estimates and assumptions are based on the Company's historical results as well
as management's future expectations. The Company's actual results could vary
materially from management's estimates and assumptions.
8
SIGNIFICANT
CUSTOMERS
During
the nine months ended February 28, 2010 the Company had two customers that
accounted for 21% and 16% of the Company's revenues. During the nine months
ended February 28, 2009, the Company had one customer that accounted for 28% of
the Company’s revenues. Foreign sales (primarily royalty income from
Canada) amounted to $28,699 and $44,530 for the nine months ended February 28,
2010 and 2009, respectively.
NET
LOSS PER SHARE
Basic and
diluted net loss per share has been computed by dividing net loss by the
weighted average number of common shares outstanding during the applicable
fiscal periods. At February 28, 2010 and 2009, the Company had no potentially
dilutive shares.
RECENTLY
ISSUED ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“ASC 105”). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 as of the financial statements ended November 30, 2009. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.
Additionally,
there are no recently issued accounting standards with pending adoptions that
the Company’s management currently anticipates will have any material impact
upon its financial statements.
3.
LINE OF CREDIT
The
Company has a revolving line of credit with a bank which permits borrowings up
to $40,000. The line is guaranteed by the Company's President. Interest is
payable monthly at 2.22% above the bank's prime rate of interest (total interest
rate was 5.47% at February 28, 2010). The line is callable upon
demand.
4.
COMMITMENTS AND CONTINGENCIES
The
Company has agreements with companies to pay a royalty on sales of certain
videos (co produced with these companies). The royalty is based on a specified
formula, which averages approximately 35% of net amounts collected.
The
Company leased its operating facility for $2,500 per month in Encino, California
under an operating lease which expired on August 31, 2009. The Company relocated
to a smaller space and is renting the space for $900 per month on a
month-to-month basis. Rent expense was $12,900 and $22,209 for the nine months
ended February 28, 2010 and 2009, respectively.
5.
RELATED PARTY TRANSACTIONS
The
Company had a consulting agreement with Howard Young, the son of Buddy Young
(the Company's Chief Executive Officer) for administrative and sales
consultation through November 2008. The fee was allocated equally between
General and Administrative and Selling and Marketing expense in the Statement of
Operations for the nine months ended February 28, 2009. Total expense was $-0-
and $29,120 for the nine months ended February 28, 2010 and 2009,
respectively.
9
The
Company has an agreement with its President and majority shareholder to fund any
shortfall in cash flow up to $250,000 at 8% interest through June 30, 2010. The
note is secured by all right, title and interest in and to the Company’s video
productions and projects, regardless of their state of production, including all
related contracts, licenses, and accounts receivable. Any unpaid principal and
interest under the Note will be due and payable on December 31, 2010. On March
16, 2009, the Company issued 3,000,000 shares of its common stock to its
President in payment of $180,000 on this note. As of February 28,
2010, the balance on the note and related accrued interest was $61,217 and
$9,354, respectively.
6.
SUBSEQUENT EVENT
On March
24, 2010, the Company entered into a non-binding Letter of Intent, (“LOI”), with
PharmCo, LLC, (“PharmCo”). The LOI provides for a recapitalization of
the Company with Pharmco surviving as the ongoing operating
entity. The LOI also provides for the acquisition of all the
Company’s existing assets by the Young Family Trust (the “Trust) as administered
by Buddy Young, the Company’s CEO and President, in consideration of the Trust’s
assumption of all the Company’s existing liabilities, as defined. The Company
anticipates finalizing and closing this transaction on or before June 15
2010.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
You should read this
section together with our financial statements and related notes thereto
included elsewhere in this report. In addition to the historical information
contained herein, this report contains forward-looking statements that are
subject to risks and uncertainties. Forward-looking statements are not based on
historical information but relate to future operations, strategies, financial
results or other developments. Forward-looking statements are based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change. Certain statements contained in this Form 10, including,
without limitation, statements containing the words "believe," "anticipate,"
"estimate," "expect," "are of the opinion that" and words of similar import,
constitute "forward-looking statements." You should not place any undue reliance
on these forward-looking statements.
You
should be aware that our results from operations could materially be effected by
a number of factors, which include, but are not limited to the following:
economic and business conditions specific to the workforce training industry,
competition from other producers and distributors of training videos; our
ability to control costs and expenses, access to capital, and our ability to
meet contractual obligations. There may be other factors not mentioned above or
included elsewhere in this report that may cause actual results to differ
materially from any forward-looking information.
CRITICAL
ACCOUNTING POLICIES
Our
discussion and analysis of our financial condition and results of operations are
based upon our statements, 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 judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. In
consultation with our Board of Directors, we have identified two accounting
policies that we believe are key to an understanding of our financial
statements. These are important accounting policies that require management's
most difficult, subjective judgments.
The first
critical accounting policy relates to revenue recognition. We recognize revenue
from product sales upon shipment to the customer. Rental income is recognized
over the related period that the videos are rented. Based on the nature of our
product, we do not accept returns. Damaged or defective product is replaced upon
receipt. Such returns have been negligible since the Company's
inception.
10
The
second critical accounting policy relates to production costs. The Company
periodically incurs costs to produce new management training videos and to
enhance current videos. Historically, the Company has been unable to accurately
forecast revenues to be earned on these videos and has, accordingly, expensed
such costs as incurred. No such costs were incurred in the periods ended
February 28, 2010 or 2009.
RESULTS
OF OPERATIONS
GENERAL
Our
principal customers are companies having 100 or more employees with an
established training department. In many cases, training departments are part of
and supervised by the company's human resource department.
We face
competition from numerous other providers of training videos. We believe many of
these competitors are larger and better capitalized than the Company.
Additionally, if the Company is to grow its business by financing and producing
additional training videos, it will require additional capital. Further, as
reflected in our financial statements, our revenues have been severely impacted
by the current general economic condition. Corporations tend to reduce their
training budgets during an economic slowdown.
To date
our cash flows from operations have been minimal. Other than from operations and
our line of credit, our only source of capital is an agreement with our
President and majority shareholder to fund any shortfall in cash flow up to
$250,000 at 8% interest through June 30, 2010. Repayment is to be made when
funds are available with the balance of principal and interest due December 31,
2010. On March 16, 2009, the Company entered into an agreement to issue 3.0
million shares of restricted common stock of the Company in exchange for a total
of $180,000 of debt due to the Company’s President. As a result, the Company
owes Mr. Young $61,217 as of February 28, 2010.
We
anticipate that the cash flow from operations, together with the available funds
under the above referenced agreement with our president will be sufficient to
fulfill our capital requirements through fiscal year 2010.
Our
efforts during the next 12 months will mainly be focused on, increasing revenue
by (a) seeking to retain additional free lance commissioned sales
representatives, (b) improve the functionality of our website by adding features
such as providing customers the ability to preview videos online, and by
enhancing the website's search capabilities and user interface, and (c) by
allocating a portion of available cash flow for the production of new training
videos. Further, in all probability, we will attempt to raise additional funds
through the sale of equity, which may have a substantial dilutive effect on the
holdings of existing shareholders.
If during
the next twelve months our revenue is insufficient to continue operations, and
we are unable to raise funds through the sale of additional equity, or from
traditional borrowing sources, we may be required to totally abandon our
business plan and seek other business opportunities in a related or unrelated
industry. Such opportunities may include a reverse merger with a privately held
company. The result of which could cause the existing shareholders to be
severely diluted.
11
FOR THE THREE MONTHS ENDED
FEBRUARY 28, 2010 AND FEBRUARY 28, 2009
SELECT
FINANCIAL INFORMATION
|
2009
|
2009
|
|||||||
|
Statements
of Operation Data:
|
||||||||
|
Revenue
|
$ | 27,382 | $ | 22,418 | ||||
|
Cost
of revenues
|
1,505 | 6,462 | ||||||
|
Gross
profit
|
25,877 | 15,956 | ||||||
|
Total
expenses
|
37,962 | 51,054 | ||||||
|
Net
loss after taxes
|
$ | (12,085 | ) | $ | (35,098 | ) | ||
|
Net
loss per share
|
$ | (0.00 | ) | $ | (0.02 | ) | ||
|
Balance
Sheet Data:
|
||||||||
|
Total
assets
|
$ | 11,004 | $ | 10,649 | ||||
|
Total
liabilities
|
$ | 150,455 | $ | 289,679 | ||||
|
Stockholders’
deficit
|
$ | (139,451 | ) | $ | (279,030 | ) | ||
REVENUES
Our gross
revenues for the three months ended February 28, 2010 were $34,579. Gross
revenues for the three months ended February 28, 2009, were $23,629. This
represents an increase of $10,950. This increase in revenues was the result of
the increase in royalty income. Gross royalties earned from the sales of our
product amounted to $13,471 or approximately 39% of the gross revenue during the
three months ended February 28, 2010 and $6,288 during the three months ended
February 28, 2009. Gross product revenues made up $21,108 or approximately 61%
of the gross revenue during the three months ended February 28, 2010. Rental of
videos were less than 1% of our sales. We expect the rentals of videos to
continue to represent approximately the same percentage of revenues for the
foreseeable future. Gross sales of videos produced by other companies accounted
for approximately 54% of gross product revenues.
COST OF REVENUES
The cost
of revenues during the three months ended February 28, 2010, was $1,505 as
compared to $6,462 during the three months ended February 28, 2009. The cost of
revenues, as a percent of sales was 6% during the three months ended February
28, 2010 and 29% during the three months ended February 28, 2009. This was
primarily due to the larger proportion of royalty revenue for which there is no
related cost. Although there may be occasional variances, we anticipate that the
cost of goods sold (excluding production costs expensed) as a percentage of
total revenues will continue to generally be approximately within the 15 to 35
percent range.
12
During
most periods approximately 40% of our revenue is generated from the sale of
training videos produced by companies with which we have distribution contracts
with. The terms of these distribution contracts vary with regard to percentage
of discount we receive. These discounts range from a low of 35% to a high of 50%
of gross receipts.
EXPENSES
Selling
and marketing expenses were $4,643 for the three months ended February 28, 2010
as compared to $888 for the three months ended February 28, 2009. This
represents an increase of $3,755. Our selling and marketing costs are directly
affected by the number of new training products we introduce into the
marketplace and the product mix of our sales.
General
and administrative expenses for the three months ended February 28, 2010 were
$31,633 as compared to $45,201 for the three months ended February 28, 2009.
This represents a decrease of $13,568. This is a result of a decrease in our
accounting and professional services to $8,056 during the three months ended
February 28, 2010 from $11,752 during the three months ended February 29,
2009. During each of the three months ended February 28, 2010, and
February 29, 2009 we recorded $10,400 of officer’s compensation, as additional
paid in capital.
Research
and development expenses were $50 and $-0-for the three months ended February
28, 2010, and 2009, respectively. We anticipate that we will incur minimal
research and development costs as we evaluate and develop new training video
products during the next fiscal period.
Interest
expense totaled $1,636 for the three months ended February 28, 2010 and $4,967
for the three months ended February 28, 2009. Interest expense relates to our
line of credit and borrowings from shareholder. On February 28, 2010
our total term debt outstanding was $100,555 as compared to $215,608 on February
28, 2009. This represents a decrease of $115,053. The major reason
for the decrease is that on March 16, 2009, the Company entered into an
agreement to issue 3.0 million shares of restricted common stock of the Company
in exchange for a total of $180,000 of debt due to the Company’s
President.
NET
LOSS
As a
result of the aforementioned, our net loss was $12,085 for the three months
ended February 28, 2010 as compared to a net loss of $35,098 for the three
months ended February 28, 2009.
13
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2010 AND FEBRUARY 28, 2009
SELECT
FINANCIAL INFORMATION
|
2010
|
2009
|
|||||||
|
Statements
of Operation Data:
|
||||||||
|
Revenue
|
$ | 73,960 | $ | 101,116 | ||||
|
Cost
of revenues
|
9,889 | 17,227 | ||||||
|
Gross
profit
|
64,071 | 83,889 | ||||||
|
Total
expenses
|
124,192 | 202,293 | ||||||
|
Net
loss after taxes
|
$ | (60,921 | ) | $ | (118,404 | ) | ||
|
Net
loss per share
|
$ | (0.01 | ) | $ | (0.05 | ) | ||
|
Balance
Sheet Data:
|
||||||||
|
Total
assets
|
$ | 11,004 | $ | 10,649 | ||||
|
Total
liabilities
|
$ | 150,455 | $ | 289,679 | ||||
|
Stockholders’
deficit
|
$ | (139,451 | ) | $ | (279,030 | ) | ||
REVENUES
Our gross
revenues for the nine months ended February 28, 2010 were $92,678. Gross
revenues for the nine months ended February 28, 2009 were $108,368. This
represents a decrease of $15,960. This decrease in revenues was caused by three
major factors: (1) general economic conditions have caused organizations to trim
their expenditures for personnel training, (2) the aging of the training videos
currently in our library, and (3) the increased use by organizations of internet
based training. Gross product revenues made up$63,364 or approximately 68% of
the gross revenue. Gross royalties earned from the sales of our product amounted
to $28,669 or approximately 31% during the nine months ended February 28, 2010
and $44,530 during the nine months ended February 28, 2009. Rental of videos
were less than 1% of our sales. We expect the rentals of videos to continue to
represent approximately the same percentage of revenues for the foreseeable
future. Gross revenue from the sale of videos produced by other
companies accounted for approximately 52% of gross product
revenues.
COST OF REVENUES
The cost
of revenues during the nine months ended February 28, 2010, was $9,889 as
compared to $17,227 during the nine months ended February 28, 2009. The cost of
revenues, as a percent of sales was 13% during the nine months ended February
28, 2010 and 17% during the nine months ended February 28, 2009. Although there
may be occasional variances, we anticipate that the cost of goods sold
(excluding production costs expensed) as a percentage of total revenues will
continue to generally be approximately within the 15 to 35 percent
range.
14
During
most periods approximately 50% of our revenue is generated from the sale of
training videos produced by companies with which we have distribution contracts
with. The terms of these distribution contracts vary with regard to percentage
of discount we receive. These discounts range from a low of 35% to a high of 50%
of gross receipts.
EXPENSES
Selling
and marketing expenses were $10,791 for the nine months ended February 28, 2010
as compared to $28,763 for the nine months ended February 28, 2009. This
represents a decrease of $17,972. The primary reason for the decrease is due to
reduced consulting expenses incurred to Howard Young (allocated equally between
Selling and marketing expenses and General and Administrative expenses). In
addition, we experienced a decrease in our commission expense to $2,969 during
the nine months ended February 28, 2010 from $4,570 during the nine months ended
February 28, 2009. Our selling and marketing costs are directly affected by the
number of new training products we introduce into the marketplace and the
product mix of our sales.
General
and administrative expenses for the nine months ended February 28, 2010 were
$109,175 as compared to $158,414 for the nine months ended February 28, 2009.
This represents a decrease of $49,239. This decrease is mainly the result of a
decrease in our professional and outside services in the amount of $13,619, to
$30,617 during the nine months ended February 28, 2010 from $44,236 during the
nine months ended February 28, 2009. We also decreased our rent
expense in the amount of $9,309 to $12,900 during the nine months ended February
28, 2010 from $22,209 during the nine months ended February 28, 2009 by moving
to a smaller office space.
Research
and development expenses were $50 and $36 for the nine months ended February 28,
2010, and 2009, respectively. We anticipate that we will incur minimal research
and development costs as we evaluate and develop new training video products
during the next fiscal period.
Interest
expense totaled $4,176 for the nine months ended February 28, 2010 and $14,276
for the nine months ended February 28, 2009. This represents a decrease of
$10,100. The major reason for the decrease is that on March 16, 2009, the
Company entered into an agreement to issue 3.0 million shares of restricted
common stock of the Company in exchange for a total of $180,000 of debt due to
the Company’s President. Interest expense relates to our line of
credit and borrowings from our principal shareholder. On February 28, 2010 our
total term debt outstanding was $100,555 as compared to $215,608 on February 28,
2009.
NET
LOSS
As a
result of the aforementioned, our net loss was $60,921 for the nine months ended
February 28, 2010 and $118,404 for the nine months ended February 28,
2009.
15
PLAN
OF OPERATION
We will
continue to devote our very limited resources to marketing and distributing
workforce training videos and related training materials, through our website.
At this time these efforts are focused on the sale of videos produced by third
parties. Approximately 52% of our revenue is derived from these revenues.
Additionally, we will continue to market videos produced by us, Among these are
"The Cuban Missile Crisis: A Case Study In Decision Making And Its
Consequences," "What It Really Takes To Be A World Class Company," "How Do You
Put A Giraffe In The refrigerator?." If cash flow permits we will spend some of
our resources on the production and marketing of additional training videos
produced by us. The amount of funds available for these expenditures will be
determined by cash flow from operations, as well as, our ability to raise
capital through an equity offering or further borrowing from our President, and
other traditional borrowing sources. There can be no assurance that we will be
successful in these efforts.
Management
expects that sales of videos and training materials, along with available funds
under an agreement with its President and majority shareholder should satisfy
our cash requirements through fiscal 2010. The Company's marketing expenses and
the production of new training videos will be adjusted accordingly.
If during
the next twelve months our revenue is insufficient to continue operations, and
we are unable to raise funds through the sale of additional equity, or from
traditional borrowing sources, we may be required to totally abandon our
business plan and seek other business opportunities in a related or unrelated
industry. Such opportunities may include a reverse merger with a privately held
company. The result of which could cause the existing shareholders to be
severely diluted.
We
currently have no full time employees. We do have two part time consultants who
assist with the administration functions. We mainly utilize outside services to
handle our accounting and other administrative requirements, and commissioned
sales personnel to handle the selling and marketing of our videos. Mr. Buddy
Young, our Chief Executive Officer, Chief Financial Officer and Chairman of the
Board of Directors works on a part-time basis. During the nine months February
28, 2010, Mr. Young contributed non-cash compensation (representing the
estimated value of services contributed to the Company) of $31,200.
LIQUIDITY
AND CAPITAL RESOURCES
Our
working capital deficit was $68,880 at February 28, 2010.
Our cash
flows used by operations were $44,626 during the nine months ended February 28,
2010. This is the result of our net loss in the amount of $60,921, along with
the increase in accounts receivable of $1,421 offset by a reduction in our
accounts payable of $14,530.
16
Our cash
flows used by operations were $96,455 for the nine months ended February 28,
2009. This is the result of our net loss of $118,404 along with the reduction of
accounts payable and accrued expenses in the amount of $24,153. These
were partially offset by the decrease in accounts receivable of
$14,902.
During
the nine months ended February 28, 2010 and February 28, 2009 we did not use any
cash for investing activities.
Our cash
flows provided by financing activities were $45,567 for the nine months ended
February 28, 2010. This is the result of borrowing from a shareholder in the
amount of $44,955 along with borrowing on our line of credit in the amount of
$612.
Our cash
flows provided by financing activities were $96,544 for the nine months ended
February 28, 2009. This is primarily the result of borrowing from a
shareholder in the amount of $96,238.
We
currently have no material commitments at this time to fund development of new
videos or to acquire any significant capital equipment.
We are a
company with a limited operating history and a history of net
losses.
We had a
cash balance of $3,259 on February 28, 2010. We have an agreement with our
President and majority shareholder to fund any shortfall in cash flow up to
$250,000 at 8% interest through June 30, 2010. We owed our President a total of
$61,217 in principal under the agreement as of February 28, 2010. The note is
collateralized by all of our right, title and interest in and to our video
productions and projects, regardless of their stage of production, including all
related contracts, licenses, and accounts receivable. Any unpaid principal and
interest under the Note will be due and payable on December 31,
2010.
The
Company has a revolving line of credit with Bank of America. This line of credit
permits the Company to borrow up to $40,000. The line of credit is guaranteed by
the Company's President. Interest is payable monthly at 2.22% above the bank's
prime rate of interest (5.47% at February 28, 2010). The line of credit does not
require the Company to meet performance criteria or maintain any minimum levels
of income or assets. It does require the Company to maintain insurance, maintain
a modern system of accounting in accordance with generally accepted accounting
principles ("GAAP") and to comply with the law. The Company is in compliance
with the terms and conditions of the line of credit. The outstanding balance as
of February 28, 2010, was $39,338.
17
If
revenues from the sale of our videos do not provide sufficient funds to maintain
operations, then we believe the raising of funds through further borrowings from
our President or the sale of additional equity will be sufficient to satisfy our
budgeted cash requirements through December 31, 2010. Additionally, we may
attempt a private placement sale of our common stock. Further, our ability to
pursue any business opportunity that requires us to make cash payments would
also depend on the amount of funds that we can secure from these various
sources.
If during
the next twelve months our business remains depressed, mainly as a result of
general economic conditions, and we are unable to raise the necessary funds
through the sale of additional equity, or from traditional borrowing sources, we
may be forced to further scale back our operations, or to totally abandon our
business plan of producing and distributing workforce training videos, and seek
other business opportunities in a related or unrelated industry. Such
opportunities may include a reverse merger with a privately held company. The
result of which could cause the existing shareholder to be severely
diluted.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Based on
the nature of our current operations, we have not identified any issues of
market risk at this time.
ITEM
4T. CONTROLS AND PROCEDURES
DISCLOSURE
CONTROLS AND PROCEDURES
We
carried out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of
February 28, 2010 (the "Evaluation Date"). This evaluation was carried out under
the supervision and with the participation of Buddy Young, who serves as both
our Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, Mr. Young concluded that our disclosure controls and procedures were
not effective as of the Evaluation Date as a result of the material weaknesses
in internal control over financial reporting discussed below.
Disclosure
controls and procedures are those controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
18
Notwithstanding
the assessment that our internal control over financial reporting was not
effective and that there were material weaknesses as identified in our annual
report on Form 10-K, for our year ended May 31, 2009, we believe that our
financial statements contained in our Quarterly Report on Form 10-Q for the
quarter ended February 28, 2010 accurately present our financial condition,
results of operations and cash flows in all material respects.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As of the
Evaluation Date, there were no changes in our internal control over financial
reporting that occurred during the quarter ended February 28, 2010 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.
LIMITATIONS
ON THE EFFECTIVENESS OF CONTROLS AND PROCEDURES
Our
management, including Buddy Young our Chief Executive Officer and the Chief
Financial Officer, do not expect that our controls and procedures will prevent
all potential errors or fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.
PART
II
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During
the quarter ended February 28, 2010, no matters were submitted to the Company's
security holders.
ITEM
6. EXHIBITS
31.1
Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14 and
15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
19
SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
PROGRESSIVE
TRAINING, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
Dated:
April 13, 2010
|
/s/ Buddy
Young
Buddy
Young, President and Chief
Executive
Officer
|
20