UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Year Ended December 31, 2007
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from N/A to N/A
Commission File Number: 000-28407
CAPITAL MARKETS TECHNOLOGIES, INC.
(Name of small business issuer as specified in its charter)
Florida | 65-0907899 | |
State of Incorporation | IRS Employer Identification No. |
340 E. Randolph Suite 2701 Chicago IL 60610
(Address of principal executive offices)
Registrants telephone number, including Area Code: 312-533-0230
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
Check 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 past 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 ¨ NO x
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
NOT APPLICABLE
Registrants revenues for the most recent fiscal year were: None
APPLICABLE ONLY TO CORPORATE REGISTRANTS
The number of shares of common stock outstanding as of April 14, 2008 was approximately 21,083,660
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the form 10-KSB (eg., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders (2) any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or (c) under the Securities Act of 1933: NONE
Transitional Small Business Disclosure Format: (check one): Yes ¨ No x
The aggregate market value of the common stock held by non-affiliates computed based on the closing price of such stock on April 15, 2008, was approximately $9,312,174
CAPITAL MARKETS TECHNOLOGIES, INC.
FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
PART I | ||||
Item 1. | Business | 3 | ||
Item 1A. | Risk Factors | 7 | ||
Item 2. | Description of Property | 10 | ||
Item 3. | Legal Proceedings | 10 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 11 | ||
PART II | ||||
Item 5. | Market for Common Equity and Related Stockholder Matters | 12 | ||
Item 6. | Managements Discussion and Analysis or Plan of Operation | 13 | ||
Item 7. | Financial Statements | 16 | ||
Item 8. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 | ||
Item 8A. | Controls and Procedures | 25 | ||
Item 8B. | Other information | 26 | ||
PART III | ||||
Item 9. | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act | 31 | ||
Item 10. | Executive Compensation | 33 | ||
Item 11. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 36 | ||
Item 12. | Certain Relationships and Related Transactions | 36 | ||
Item 13. | Exhibits | 37 | ||
Item 14. | Principal Accountant Fees and Services | 38 |
2
ITEM 1DESCRIPTION OF BUSINESS
Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding future events and the Companys plans and expectations. Actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-KSB or incorporated herein by reference, including those set forth in Managements Discussion and Analysis or Plan of Operation.
As used in this annual report, we, us, our, Company, CMT or our company refers to CAPITAL MARKETS TECHNOLOGIES, INC.
Introduction
History of Our Company Capital Markets Technologies, Inc.
We were incorporated in the State of Florida on June 29, 1995 under the name RLN Realty Associates, Inc. with an authorized share capital of 7,500 shares of common stock with a $1.00 par value per share.
The following amendments have occurred:
| June 9, 1998: increase in authorized share capital to 50,000,000 shares of common stock with a $.001 par value per share. In addition to increasing the authorized capital, RLN Realty Associates authorized a split of its 5,000 outstanding shares of common stock on a 200-for-one basis effective on June 9, 1998. On June 12, 1998, RLN Realty Associates filed an application on Form 211 for its common stock to be quoted on the OTC Bulletin Board, which was approved on June 18, 1998. |
| March 1, 1999: corporate name change from RLN Realty Associates, Inc. to Netmaximizer.com, Inc. |
| October 19, 1999: a 3 for 1 split of common stock effective as of November 1, 1999 |
| April 10, 2000: an amendment to the Articles of Incorporation increasing the total number of shares that may be issued to 77,000,000, consisting of 75,000,000 shares of common stock, par value $.001 per share and 2,000,000 shares of blank check preferred stock, par value $.001 per share. |
| October 3, 2005: change in corporate name from Netmaximizer.com, Inc. to Gentech Pharma, Inc. and concurrently authorized a reverse split of the common stock on a 500 for 1 basis. |
| December 19, 2005: increase authorized capital to 100,000,000 common shares. |
| September 1, 2006: change in corporate name from Gentech Pharma, Inc. to Fintech Group, Inc. |
| September 1, 2006: amend and restate Articles of Incorporation in particular increase authorized common shares to 250,000,000 par value $.001 and Preferred stock to 10,000,000 shares par value $.001. |
| February 8, 2007: change in corporate name from Fintech Group, Inc. to Capital Markets Technologies, Inc. |
In the past we were an e-commerce department store that sold a wide variety of consumer goods to members of affinity groups, paying a commission on those sales to the affinity group. In 2002, we ceased our business operations as an e-commerce department store due to lack of funding. We were subsequently de-listed from the Over-the-Counter Bulletin Board exchange to the pink sheets exchange for failure to file timely reports pursuant to the Securities Act of 1934, as amended.
3
During 2006, we changed our name to Fintech Group, Inc. and subsequently in 2007 to Capital Markets Technologies, Inc. to reflect our current focus. We are currently operating as a financial technology solutions company providing innovative solutions to global financial institutions and major corporations. The company currently is operating in Chicago, and with its proposed acquisition of Simplex Consulting will operate out of London, England as well. We changed our focus initially to capitalize on the estimated US$30 billion financial technology market opportunity which management believes exists within Europe between 20072010. Our management has an aggressive acquisitions strategy focusing on companies which are well positioned to take advantage of the paradigm shift occurring in the financial technology markets under the European Union regulatory directives: MiFID (Markets in Financial Instruments Directive) and SEPA (Single Euro Payments Area).
Europes entire financial technology landscape is set to change by 2010 as a result of MiFID and SEPA which make it mandatory for every one of Europes 8,000 Financial Institutions (FIs) to change their IT systems and trade processes. The effects of these directives will impact tens of thousands of non-bank FIs and euro-zone corporate treasuries. Through a number of acquired subsidiaries, CMT will position itself to provide its global tier 1 and 2 financial services customers with financial technology solutions helping them to comply with, or capitalize on the worlds most significant financial services legislation ever seen.
MiFID, aims to create a pan-European securities market affecting thousands of securities firms as well as the outlook for Europes regional stock exchanges. SEPA will create the infrastructure which has yet to be rolled out to support the euro, and will remove cross border payments from within the euro zone.
These two directives are set to cost the financial services industry an estimated US$30 billion in business process re-engineering and technology changes before 2010 according to MiFID. CMT aims to capitalize on this opportunity by gaining a foothold in the European financial technology markets, and with it, a depth of local market knowledge in order to truly understand the implications and opportunities which regulatory change will provide.
On November 15, 2007, our management released that they executed a definitive share purchase agreement (Agreement) regarding the sale of Simplexs UK subsidiary, Simplex Consulting Ltd (Simplex Consulting) to Capital Markets Technologies. Simplex Consulting is a UK-based consulting firm specializing in wholesale payments and post-trade processing technologies and services in the banking and securities markets.
CMT is aiming to finalize the transaction this year, although no assurances can be made that such transaction will be finalized. Simplexs current parent company has completed the conversion of debt to equity with all convertible bond holders. Simplex is one of only three SWIFT Service Partners in the UK, Ireland and Nordic territories and runs a SWIFT Service Bureau providing outsourced connectivity to the SWIFT Network and other value-added services. Simplexs customer base includes a number of the worlds leading financial institutions as well as asset managers, hedge funds and large corporations.
The Simplex transaction will represent an integral part of our business strategy. Simplex has been in the financial technology consulting business for a decade and has a deep understanding of the European financial technology markets. Simplexs domain expertise combined with CMTs aggressive expansion plans and financing strengths will allow both parties to focus on their respective expertise to realize a common goal in Europe.
Simplex Consulting Ltd. is one of Europes leading financial technology consultancies focusing on business change, systems implementation and STP within the Banking, Securities and corporate treasury marketplaces. Simplex was established in 1997 to provide a high quality systems implementation service focusing on the middleware and evolving STP and exception based processing requirements of financial institutions. Simplex is an accredited SWIFT Service Partner, and operates a SWIFT Service Bureau, offering an outsourced SWIFTNet connectivity service, and a range of value added outsourced applications. Although not incorporated by reference to this filing, further information regarding Simplex can be found at www.simplexconsulting.com and further information about us can be found at www.capitalmarketstech.com.
4
On September 28, 2007 the Company acquired 55% of iBase Solutions Limited, a private company incorporated in England. The Company paid $2,268 for the common shares. The minority shareholders are individuals residing in England.
iBases principal product is software which provides a pay-as-you-go service which automates interest and dividend claims between financial institutions and their counter parties. Principal target markets are key financial centres. The Company will pursuing global custodian banks and their asset management and hedge fund clients. The service is asp-enabled and sits on top of a swift service bureau belonging to a prospective acquisition target of Capital Markets Technologies, Inc.
On November 19, 2007 CMT announced that it had acquired a 55% equity stake in iBase Solutions Limited iBase, is a UK based financial solutions company specializing in optimizing post-trade processes for financial institutions. iBase is set to launch in May 2008 a suite of software products and services designed to replace inefficient and costly manual processes inherent in todays marketplace in Europe. The iBase products are designed to also assist companies in complying with the changes contemplated under MiFID and SEPA, which are to be enforced regulation by the European Commission.
The product naturally links to Simplexs SWIFT Bureau to form a complete solution to this market issue. The product is currently scheduled to be finished in May 2008 when it will be presented to the International Securities Association for International Trade Communication (ISITC) sub-committee for claims. The ultimate ambition for iBase is for it to be recognized as the industry standard for claims processing in a similar fashion to SWIFT, which has been following the progress of iBase
Under both the Market in Financial Instruments Directive (MiFID) and the Single Euro Payments Area (SEPA), legal requirements for transparency throughout the entire financial transaction lifecycle are set to be introduced. iBases products will target a number of the most inefficient processes within back office operations, currently handled by expensive and operationally risky manual processes. iBase will be working closely with London-based Simplex, a company which specializes in providing outsourced payments and post-trade processing services and which CMT has also entered into a Letter of Intent to acquire. Simplex already has a number of the worlds leading financial institutions using its outsourced solutions. iBase will further enhance the functionality of Simplexs existing offer, allowing for cross-selling opportunities to new and existing customers and will bring significant additional reconciliations.
Companys principal products, services and intended markets.
Our principal product is software which provides a pay-as-you-go service which automates interest and dividend claims between financial institutions and their counter parties. Our principal target markets are key financial centers. Management is initially focusing on global custodian banks and their asset management and hedge fund clients as primary clients. Our service is asp-enabled and sits on top of a swift service bureau belonging to a prospective cmt acquisition target.
Management believes that the only realistic competitor to iBase would be swift itself although management consider swift as not a true competitor with our business. Dividend and interest claims are handled today by manual processes which are costly and risky. Ibases industry position is that we believe it is considered by the key industry standards group, isitc, as ideally positioned to solve the industry problem. We can market our service either directly or as a white-label service. We also presume governmental authorities will support our services as we enhance transparency on the post-trade arena, a feature support by most regulatory authorities.
5
On December 17, 2007 CMT announced that it has signed a letter of intent to acquire UK-based Strike IT Services, (Strike IT) an IT consulting firm in the corporate treasury and financial applications market. The proposed acquisition will bring a formidable team of additional resources to CMT as well as strong management. CMT and its subsidiaries will benefit from the cost savings associated with rationalization and an enhanced sales force. In addition it is expected that MiFID and SEPA resourcing requirements will provide a solid foundation of business for CMT in both consulting and solutions divisions during the coming years.
Strike IT Services is an IT consultancy and recruitment company which has a number of corporate customers for whom it provides resources around SAP (SAP is the worlds largest business software company) and the treasury operations. The Society for Worldwide Interbank Financial Telecommunication (SWIFT) operates a worldwide financial messaging network. On this network messages are guaranteed by SWIFT to be securely and reliably exchanged between banks and other financial institutions. SWIFT also markets software and services to financial institutions, much of it for use on the SWIFTNet Network. The majority of international interbank messages use the SWIFT network. As of April 2006 SWIFT linked almost 8,000 financial institutions in 205 countries. SWIFT does not facilitate funds transferfinancial institutions need a corresponding banking relationship for financial transactions. SWIFT is a cooperative society under Belgian law and it is owned by its member financial institutions. SWIFT headquarters are located in La Hulpe, Belgium.
In addition, Strike IT is planning to open an office in 2nd quarter 2008 to tap into the increasing opportunities in the financial resourcing sector presented by MiFID and SEPA.
A further bonus to this acquisition is that it will allow Simplex to separate its consulting activities from its solutions business which has recently become a market issue, with Simplexs consulting objectivity having become subject to question when running directly alongside a growing solutions business.
We have not been subject to any bankruptcy, receivership or other similar proceeding.
EMPLOYEES
We currently have no employees. Management presently serves in an uncompensated role
SEASONALITY
There is no seasonal aspect to our business.
FACILITIES
The Companys corporate office is currently located 340 E. Randolph Suite 2701 Chicago IL 60610.
These facilities are owned by R & E Management, a company owned by Hagop Bouroudjian, Chairman of our board. Capital Markets Technologies, Inc. (CMT) has a month to month lease with R&E Management for its 2200 square foot location at a cost of $6,500 per month.
iBase Solutions Limited rents office space from Simplex Consulting Limited at Cheyne House, Crown Court, 62/63 Cheapside, London, EC2V 6JP at a cost of £2000 on a month to month basis.
DOMAIN NAME
We have registered the domain name capitalmarketstech.com.
6
SUBSIDIARIES
We acquired a 55% equity stake in iBase Solutions Limited (iBase) iBase is a UK based financial solutions company specializing in optimizing post-trade processes for financial institutions. iBase is set to launch in May 2008 a suite of software products and services designed to replace inefficient and costly manual processes inherent in todays marketplace in Europe. The iBase products are designed to also assist companies in complying with the changes contemplated under MiFID and SEPA, which are to be enforced regulation by the European Commission.
The product naturally links to Simplexs SWIFT Bureau to form a complete solution to this market issue. The product is currently scheduled to be finished in May 2008 when it will be presented to the International Securities Association for International Trade Communication (ISITC) sub-committee for claims. The ultimate ambition for iBase is for it to be recognized as the industry standard for claims processing in a similar fashion to SWIFT, which has been following the progress of iBase
Under both the Market in Financial Instruments Directive (MiFID) and the Single Euro Payments Area (SEPA), legal requirements for transparency throughout the entire financial transaction lifecycle are set to be introduced. iBases products will target a number of the most inefficient processes within back office operations, currently handled by expensive and operationally risky manual processes. iBase will be working closely with London-based Simplex, a company which specializes in providing outsourced payments and post-trade processing services and which CMT has also entered into a Letter of Intent to acquire. Simplex already has a number of the worlds leading financial institutions using its outsourced solutions. iBase will further enhance the functionality of Simplexs existing offer, allowing for cross-selling opportunities to new and existing customers and will bring significant additional reconciliations.
On November 15, 2007 CMT has executed a definitive share purchase agreement with Simplex Solutions Inc., to acquire 100% of the outstanding common shares of its wholly owned UK subsidiary, Simplex Consulting Limited in exchange for 5,000,000 common shares of CMT. On April 29, 2008 Simplex Solutions Inc., has declared a shareholder meeting to vote on approval of this transaction. CMT anticipates closing this transaction shortly thereafter given shareholder approval.
On December 17, 2007 the Company entered into a Letter of Intent with Strike IT Services Limited, a private company incorporated and registered in England and Wales, to purchase 100% of their outstanding common shares. Strike IT will become a 100% wholly owned subsidiary of the Company. The terms are as follows: $202,180 (£100,000) payable immediately, the balance of £100,000 is to be paid on closing of the transaction. The Company, in addition, will issue the principal shareholders of Strike IT 450,000 shares from treasury. The Company has satisfied the first payment of $202,180 (£100,000) on December 20, 2007 and has also issued the 450,000 common shares on March 12, 2008. The final payment of $204,186 (£100,000) was paid on March 18, 2008. Upon completion of Strike IT audits this transaction will be closed.
You should carefully consider the risks described below and all other information contained in or incorporated by reference into this Form 10-KSB. Some of the following risks relate principally to our stock. Additional risks and uncertainties not presently known to us, not included hereunder or risks that we currently consider immaterial, may also impair our operations or results. If any of the following risks actually occurs, we may not be able to conduct our business as currently planned and our financial condition and operating results could be seriously harmed.
7
The Report of Independent Registered Public Accounting firm Contains Explanatory Language that Substantial Doubt Exists About our Ability to Continue as a Going Concern
The independent auditors report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel or their failure to work effectively could have a material adverse effect on our business, financial condition and results of operations. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.
WE HAVE A LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES AND EXPECT LOSSES TO CONTINUE FOR THE FORESEEABLE FUTURE. SHOULD WE CONTINUE TO INCUR LOSSES FOR A SIGNIFICANT AMOUNT OF TIME, THE VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK COULD BE ADVERSELY AFFECTED, AND YOU COULD EVEN LOSE YOUR ENTIRE INVESTMENT.
We have yet to establish any history of profitable operations as shown in our independent certified financial audit for 2007 and 2006, respectively. As of December 31, 2007, we had an accumulated deficit of $13,347,202. We have incurred annual operating losses of $ 34,727 for the year ended December 31, 2006 and $ 919,272for the year ended December 31, 2007. We have financed our operations through the sale of equity securities in private placement transactions.
WE WILL NEED TO RAISE ADDITIONAL FUNDS THROUGH THE PUBLIC MARKET, PRIVATE DEBT OR PRIVATE SALES OF EQUITY TO ACHIEVE OUR CURRENT BUSINESS STRATEGY OF COMPLETING AND PROFITING FROM OUR SUITE OF TECHNOLOGY PRODUCTS. OUR NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE WILL LIKELY INVOLVE THE ISSUANCE OF ADDITIONAL SHARES OF STOCK, WHICH COULD DILUTE THE VALUE OF YOUR INVESTMENT. THERE IS NO ASSURANCE, HOWEVER, THAT WE WILL BE ABLE TO RAISE ADDITIONAL MONIES IN THE FUTURE.
We will require additional financing to sustain our operations, without which we may not be able to continue operations. Our inability to raise additional working capital or to raise the required financing in a timely manner would negatively impact our ability to fund our operations, our ability to generate revenues and to otherwise execute our business plan. No assurance can be given that we will be able to obtain additional financing, that we will be able to obtain additional financing on terms that are favorable to us or that the holders of the secured debentures will provide their consent to permit us to enter into subsequent financing arrangements. This can lead to the reduction or suspension of our operations and ultimately our going out of business. Should this occur, the value of your investment in the common stock could be adversely affected, and you could lose your entire investment.
RISKS RELATING TO OWNERSHIP OF OUR COMMON STOCK
Although there is presently a market for our common stock, the price of our common stack may be extremely volatile and investors may not be able to sell their shares at or above their purchase price, or at all. We anticipate that the market may be potentially highly volatile and may fluctuate substantially because of:
| Actual or anticipated fluctuations in our future business and operating results; |
| Changes in or failure to meet market expectations; |
| Fluctuations in stock market price and volume |
8
WE DO NOT INTEND TO PAY DIVIDENDS
We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are rapid, there is no assurance with respect to the amount of any such dividend.
OUR INABILITY TO RETAIN OUR KEY EXECUTIVE OFFICERS WOULD IMPEDE OUR BUSINESS PLAN AND GROWTH STRATEGIES, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS AND THE VALUE OF YOUR INVESTMENT.
Our success depends, to a critical extent, on the continued efforts and services of our Chief Executive Officer, Hagop Bouroudjian, and Pasquale Ceci, our President, Edward Arana, Director and Chief Financial Officer. Were we to lose any of these key executive officers, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give you no assurance that we can find satisfactory replacements for these key executive officers at all, or on terms that are not unduly expensive or burdensome to our Company. We do not currently carry a key-man life insurance policy on any of our employees, which would assist us in recouping our costs in the event of the loss of those officers.
POSSIBLE PENNY STOCK REGULATION
Any trading of our common stock in the Pink Sheets or on the OTC Bulletin Board may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the penny stock rule.
Our common stock is deemed to be penny stock as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are stock:
| With a price of less than $5.00 per share; |
| That are not traded on a recognized national exchange; |
| Whose prices are not quoted on the Nasdaq automated quotation system (Nasdaq listed stock must still have a price of not less than $5.00 per share); or |
| In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years. |
Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.
9
BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK.
Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.
Additional Information
The Company files reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Commissions Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commissions Internet site at www.sec.gov.
ITEM 2. | DESCRIPTION OF PROPERTY |
We operate from 2200 square feet of leased offices located at 340 E. Randolph Street, Suite 2701, Chicago, IL 60610. We do not hold any material investments in other real or personal property other than office equipment. We anticipate these facilities will be adequate for the immediate future but that if we are successful in introducing our products, we will need to seek larger or additional office quarters. We have a month-to-month lease for office space, which is owned by R&E Management, which is owned by our chairman, Hagop Bouroudjian. The lease is payable monthly, at $6,500 per month.
Our subsidiary, iBase Solutions Limited, rents office space from Simplex Consulting Limited at Cheyne House, Crown Court, 62/63 Cheapside, London, EC2V 6JP at a cost of £2000 on a month to month basis.
ITEM 3. | LEGAL PROCEEDINGS |
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companys or our companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
10
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matter was submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
During the 4th quarter of 2005, the Companys controlling shareholders approved by written consent resolutions the following proposals or actions:
1. | To effect a reverse stock split of our issued and outstanding shares of common stock on a 500 for 1 basis |
2. | To change the corporate name from Netmaximizer.com, Inc. to Gentech Pharma, Inc. |
3. | To increase the number of our authorized shares of our common stock from 50,000,000 to 100,000,000 shares |
During the 3rd quarter of 2006, the Companys controlling shareholders approved by written consent resolutions the following proposals or actions:
1. | Change name from Gentech Pharma, Inc. to Fintech Group, Inc. |
2. | To amend our articles of incorporation to increase our authorized shares of common stock from 100,000,000 shares to 250,000,000 shares and increase our authorized shares of preferred stock from 2,000,000 shares to 10,000,000 shares |
During the 1st quarter of 2007, the Companys controlling shareholders approved by written consent resolutions the following proposals or actions:
1. | Change corporate name from Fintech Group, Inc. to Capital Markets Technologies, Inc. |
11
ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. |
Capital Markets Technologies, Inc. common stock is traded in the over-the-counter Bulletin Board market under the symbol CMKT.OB.
At December 31, 2007, there were 18,533,653 shares of common stock of Capital Markets Technologies, Inc. outstanding and there were approximately 81 shareholders of record of the Companys common stock.
The following table sets forth for the periods indicated the high and low bid quotations for Capital Markets Technologies, Inc.s common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.
FISCAL 2007 |
HIGH BID | LOW BID | ||||
Quarter Ended December 31, 2007 |
$ | 1.41 | $ | .83 | ||
Quarter Ended September 30, 2007 |
1.38 | 1.34 | ||||
Quarter Ended June 30, 2007 |
1.30 | 1.01 | ||||
Quarter Ended March 31, 2007 |
1.52 | .90 | ||||
FISCAL 2006 |
HIGH BID | LOW BID | ||||
Quarter Ended December 31, 2006 |
$ | 1.23 | $ | .90 | ||
Quarter Ended September 30, 2006 |
1.01 | 1.01 | ||||
Quarter Ended June 30, 2006 |
7.25 | 5.25 | ||||
Quarter Ended March 31, 2006 |
.25 | .25 | ||||
FISCAL 2005 |
HIGH BID | LOW BID | ||||
Quarter Ended December 31, 2005 |
$ | 4.00 | $ | 4.00 | ||
Quarter Ended September 30, 2005 |
35.00 | 3.50 | ||||
Quarter Ended June 30, 2005 |
50.00 | 7.50 | ||||
Quarter Ended March 31, 2005 |
125.00 | 1.00 |
We may never pay any dividends to our shareholders. We have not declared any dividends for the years ended December 31, 2007 and 2006. Our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.
12
CMTs Transfer Agent and Registrar for the common stock is Interwest Transfer Company, Inc. located in Salt Lake City, Utah.
RECENT SALES OF UNREGISTERED SECURITIES
In April 2008 the Company issued 300,000 common shares to the prior president for services to the Company.
In March 2008 the Company issued 450,000 common shares to the principals of Strike IT for the acquisition of the Company.
During 2008 the Company issued 1,776,668 units in a private placement for $1,725,000. Each unit consists of one share of common stock and one Common Stock Purchase Warrant. The Common Stock Purchase Warrants are detachable and may be redeemed for one additional share of common stock at a price of $1.50 per share, beginning two years from date of purchase. No warrants have been exercised to date.
During 2007 the Company issued 1,776,036 units in a private placement for $1,256,250. Each unit consists of one share of common stock and one Common Stock Purchase Warrant. The Common Stock Purchase Warrants are detachable and may be redeemed for one additional share of common stock at a price of $1.50 per share, beginning two years from date of purchase. No warrants have been exercised to date.
During 2007 the Company issued 4,516,500 shares as settlement of a prior debt.
During 2006 the Company issued 2,160,000 shares as partial settlement of a prior debt.
During 2001 the Company issued 2,548 post split restricted common shares for cash of $2,217,388 and 173 for expenses of $132,000.
The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Managements discussion and analysis contains statements that are forward-looking and involve risks and uncertainties. Several factors could cause actual results to differ materially from those described in such forward-looking statements. This includes the Companys ability to manage growth, involvement in litigation, competition, ongoing contractual relationships, dependence upon key personnel, changes in customer demand for product and services, and the adoption of new, or changes in, accounting policies, practices and estimates and the application of such policies, practices, and estimates, and federal and state governmental regulation.
13
The following financial data should be read in conjunction with the consolidated financial statements of Capital Markets Technologies, Inc. related notes and other financial information appearing elsewhere in this report.
OVERVIEW
Capital Markets Technologies, Inc. (formerly known as Fintech Group, Inc.; Gentech Pharma, Inc.; Netmaximizer.com, Inc.;) (CMT) was incorporated in the State of Florida on June 29, 1995 under the name RLN Realty Associates, Inc. During 2002, we closed our e-commerce business operations due to lack of funding. From 2002 through 2005, the Company had no business operations. During 2006, we changed our name to Fintech Group, Inc. and subsequently to Capital Markets Technologies, Inc. in 2007 in order to reflect our current focus. We are a financial technology solutions company providing innovative solutions to global financial institutions and major corporations. The company currently is operating in Chicago, and with its proposed acquisition of Simplex Consulting will operate out of London, England as well. We were initially founded to capitalize on the estimated US$30 billion financial technology market opportunity which management believes exists within Europe between 20072010. Our management has an aggressive acquisitions strategy focusing on companies which are well positioned to take advantage of the paradigm shift occurring in the financial technology markets under the European Union regulatory directives: MiFID (Markets in Financial Instruments Directive) and SEPA (Single Euro Payments Area).
On December 17, 2007 CMT announced that it has signed a letter of intent to acquire UK-based Strike IT Services, (Strike IT) an IT consulting firm in the corporate treasury and financial applications market. The proposed acquisition will bring a formidable team of additional resources to CMT as well as strong management. CMT and its subsidiaries will benefit from the cost savings associated with rationalization and an enhanced sales force. In addition it is expected that MiFID and SEPA resourcing requirements will provide a solid foundation of business for CMT in both consulting and solutions divisions during the coming years.
Strike IT Services is an IT consultancy and recruitment company which has a number of corporate customers for whom it provides resources around SAP (SAP is the worlds largest business software company) and the treasury operations. The Society for Worldwide Interbank Financial Telecommunication (SWIFT) operates a worldwide financial messaging network. On this network messages are guaranteed by SWIFT to be securely and reliably exchanged between banks and other financial institutions. SWIFT also markets software and services to financial institutions, much of it for use on the SWIFTNet Network. The majority of international interbank messages use the SWIFT network. As of April 2006 SWIFT linked almost 8,000 financial institutions in 205 countries. SWIFT does not facilitate funds transferfinancial institutions need a corresponding banking relationship for financial transactions. SWIFT is a cooperative society under Belgian law and it is owned by its member financial institutions. SWIFT headquarters are located in La Hulpe, Belgium.
In addition, Strike IT is planning to open an office in 2nd quarter 2008 to tap into the increasing opportunities in the financial resourcing sector presented by MiFID and SEPA.
A further bonus to this acquisition is that it will allow Simplex to separate its consulting activities from its solutions business which has recently become a market issue, with Simplexs consulting objectivity having become subject to question when running directly alongside a growing solutions business.
In January 2008, Capital Markets Technologies Inc. acquired 100% of the shares of a private company in for £125. The company has neither operations nor assets. The purpose of the company is to function as a holding company for all UK acquisitions.
NET REVENUES
We have had no revenues since 2002 when we closed our e-commerce business operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company closed our e-commerce business operations due to lack of funding in 2002.
14
In the past we were an e-commerce department store that sold a wide variety of consumer goods to members of affinity groups, paying a commission on those sales to the affinity group. In 2002, we ceased our business operations due to lack of funding.
During 2006, we changed our name to Fintech Group, Inc. and subsequently to Capital Markets Technologies, Inc. in 2007 to reflect our current focus. We are currently operating as a financial technology solutions company providing innovative solutions to global financial institutions and major corporations. The company currently is operating in Chicago, and with its proposed acquisition of Simplex Consulting will operate out of London, England as well. Managements re-focus of its business was initially to capitalize on the estimated US$ 30 billion financial technology market opportunity which management believes exists within Europe between 20072010. Our management has an aggressive acquisitions strategy focusing on companies which are well positioned to take advantage of the paradigm shift occurring in the financial technology markets under the European Union regulatory directives: MiFID (Markets in Financial Instruments Directive) and SEPA (Single Euro Payments Area).
Other Considerations
There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition and the ability to develop new services based on new or evolving technology and the markets acceptance of those new services, the Companys ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with the Companys anticipated rapid growth.
15
CAPITAL MARKETS TECHNOLOGIES, INC.
(A Development Stage Enterprise)
PAGE | ||
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS | 17 | |
FINANCIAL STATEMENTS: | ||
Balance Sheet |
18 | |
Statements of Operations |
19 | |
Statements of Changes in Stockholders Equity |
20 | |
Statements of Cash Flows |
21 | |
Notes to Financial Statements |
22 |
16
MADSEN & ASSOCIATES, CPAs Inc. | 684 East Vine St, Suite 3 | |
Certified Public Accountants and Business Consultants | Murray, Utah 84107 | |
Telephone 801 268-2632 | ||
Fax 801-262-3978 |
Board of Directors
Capital Markets Technologies, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheet of Capital Markets Technologies, Inc. and subsidiary (development stage company) at December 31, 2007 and the consolidated statements of operations, stockholders equity, and cash flows for the years ended December 31, 2007 and 2006, and the period June 29, 1995 (date of inception) to December 31, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness for the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Capital Markets Technologies, Inc. and Subsidiary at December 31, 2007 and the consolidated statements of operations, and cash flows for the years ended December 31, 2007 and 2006, and the period June 29, 1995 (date of inception) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Salt Lake City, Utah
April 14, 2008
/s/ Madsen & Associates, CPAs Inc.
17
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED BALANCE SHEET
As of December 31, 2007
ASSETS |
||||
CURRENT ASSETS |
||||
Cash |
$ | 292,968 | ||
Accounts Receivable |
9,005 | |||
Total Current Assets |
301,973 | |||
OFFICE EQUIPMENT net of depreciation |
20,265 | |||
OTHER ASSETS |
||||
Investment in Strike IT |
202,180 | |||
$ | 524,418 | |||
LIABILITIES AND STOCKHOLDERS DEFICIENCY |
||||
CURRENT LIABILITIES |
||||
Accounts payable |
$ | 806,222 | ||
Total Current Liabilities |
806,222 | |||
Minority Interest |
(38,037 | ) | ||
STOCKHOLDERS DEFICIENCY |
||||
Preferred stock |
||||
10,000,000 shares authorized at $.001 par value; none outstanding, |
| |||
Common stock |
||||
250,000,000 shares authorized at $.001 par value; 18,533,653 shares issued and outstanding |
18,533 | |||
Capital in excess of par value |
13,097,102 | |||
Accumulated deficit during development stage |
(13,347,202 | ) | ||
Comprehensive income (loss) |
(12,200 | ) | ||
Total Stockholders Deficiency |
(243,767 | ) | ||
$ | 524,418 | |||
The accompanying notes are an integral part of these financial statements.
18
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2007 and 2006 and the
period June 29, 1995 (date of inception) to December 31, 2007
Dec 31, 2007 |
Dec 31, 2006 |
Jun 29, 1995 to Dec 31, 2007 |
||||||||||
REVENUES |
$ | | $ | | $ | 77,368 | ||||||
EXPENSES |
||||||||||||
Professional fees |
63,762 | | 63,762 | |||||||||
Consulting fees |
180,588 | | 180,588 | |||||||||
Advertising and Promotion |
542,439 | | 542439 | |||||||||
Administrative |
44,132 | 32,000 | 3,724,936 | |||||||||
Commissions |
98,901 | | 98,901 | |||||||||
Wages and Benefits |
24,461 | | 24,461 | |||||||||
Amortization of web site |
| | 1,789,800 | |||||||||
Stock and options - compensation expense |
| | 6,959,293 | |||||||||
954,283 | 32,000 | 13,384,180 | ||||||||||
NET OPERATING LOSS FROM OPERATIONS |
(954,283 | ) | (32,000 | ) | (13,306,812 | ) | ||||||
OTHER INCOME (LOSSES) |
||||||||||||
Interest income (expense) |
185 | (2,727 | ) | (327,224 | ) | |||||||
Depreciation |
(5,066 | ) | | (5,066 | ) | |||||||
Gain on transfer of assets and liabilities |
| | 252,008 | |||||||||
NET LOSS BEFORE MINORITY INTEREST |
$ | (959,164 | ) | $ | (34,727 | ) | $ | (13,387,094 | ) | |||
Less Minority Interest |
39,892 | | 39,892 | |||||||||
NET LOSS |
$ | (919,272 | ) | $ | (34,727 | ) | $ | (13,347,202 | ) | |||
NET LOSS PER COMMON SHARE |
||||||||||||
Basic and diluted |
$ | (0.05 | ) | $ | (0.00 | ) | ||||||
AVERAGE OUTSTANDING SHARES - stated in 1,000s |
||||||||||||
Basic |
18,534 | 30,081 | ||||||||||
The accompanying notes are an integral part of these financial statements.
19
CAPITAL MARKETS TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Development Stage Company)
Period June 29, 1995 (date of inception) to December 31, 2007
Common Stock | Capital in Excess of Par Value |
Accumulated Deficit |
||||||||||||
Shares | Amount | |||||||||||||
Balance June 29, 1995 |
| $ | | $ | | $ | | |||||||
Issuance of common stock for services |
6,000 | 6 | 4,994 | | ||||||||||
Net loss for period ended December 31, 1995 |
| | | (5,000 | ) | |||||||||
Net loss for year ended December 31, 1996 |
| | | | ||||||||||
Net loss for year ended December 31, 1997 |
| | | | ||||||||||
Net loss for year ended December 31, 1998 |
| | | (900 | ) | |||||||||
Issuance of common stock for cash |
72,163 | 72 | 308,928 | | ||||||||||
Issuance of common stock for services |
133 | | 288,000 | |||||||||||
Options granted for services |
| | 6,466,293 | | ||||||||||
Contributions to capital - expenses |
| | 174,000 | | ||||||||||
Net loss for year ended December 31, 1999 |
| | | (6,819,904 | ) | |||||||||
Issuance of common stock for services |
100 | | 200,000 | | ||||||||||
Amortize deferred compensation discount on note payable - related party |
| | 1,980,939 | | ||||||||||
Net loss for year ended December 31, 2000 |
| | | (3,323,139 | ) | |||||||||
Issuance of common stock for cash |
2,174 | 2 | 1,937,386 | | ||||||||||
Issuance of common stock for expenses |
173 | | 132,000 | | ||||||||||
Issuance of common stock for cash |
374 | 1 | 279,999 | | ||||||||||
Net loss for year ended December 31, 2001 |
| | | (2,074,543 | ) | |||||||||
Net loss for year ended December 31, 2002 |
| | | (106,444 | ) | |||||||||
Net loss for year ended December 31, 2003 |
| | | (57,597 | ) | |||||||||
Net loss for year ended December 31, 2004 |
| | | (2,838 | ) | |||||||||
Net loss for year ended December 31, 2005 |
| | | (2,838 | ) | |||||||||
Issuance of common stock for services |
30,000,000 | 30,000 | | | ||||||||||
Issuance of common stock for debt |
2,160,000 | 2,160 | 19,440 | | ||||||||||
Net loss for year ended December 31, 2006 |
| | | (34,727 | ) | |||||||||
Issuance of common stock for debt |
4,516,500 | 4,517 | 40,649 | |||||||||||
Common Stock cancelled |
(20,000,000 | ) | (20,000 | ) | 20,000 | | ||||||||
Issuance of Common Stock for cash |
1,776,036 | 1,776 | 1,244,474 | |||||||||||
Net loss for year ended December 31, 2007 |
| | | (919,272 | ) | |||||||||
Balance December 31, 2007 |
18,533,653 | $ | 18,534 | $ | 13,097,102 | $ | (13,347,202 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
20
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2007 and 2006 and the period
June 29, 1995 (date of inception) to December 31, 2007
Dec 31, 2007 |
Dec 31, 2006 |
Jun 29, 1995 to Dec. 31, 2007 |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net loss |
$ | (919,272 | ) | $ | (34,727 | ) | $ | (13,347,202 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities |
||||||||||||
Amortization of web site |
| | 1,789,800 | |||||||||
Depreciation of office equipment |
5,066 | | 5,066 | |||||||||
Change in accounts receivable |
(9,005 | ) | | (9,005 | ) | |||||||
Change in accounts payable |
247,677 | 4,727 | (916,813 | ) | ||||||||
Issuance stock and options for services and expenses |
30,000 | 9,102,232 | ||||||||||
Contributions to capital - expenses |
| | 174,000 | |||||||||
Net Cash Used in Operations |
(675,534 | ) | | (3,201,922 | ) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Purchase of Office Equipment |
(25,331 | ) | | (25,331 | ) | |||||||
Advances to Strike IT |
(202,180 | ) | | (202,180 | ) | |||||||
Net Cash Used in Investing Activities |
(227,511 | ) | | (227,511 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Proceeds from sale of common stock |
1,246,250 | | 3,772,638 | |||||||||
Net Cash From Financing |
1,246,250 | | 3,772,638 | |||||||||
Comprehensive loss/translation adjustment and minority interest |
(50,237 | ) | | (50.237 | ) | |||||||
Net Increase in Cash |
292,968 | | 292,968 | |||||||||
Cash at Beginning of Period |
| | | |||||||||
Cash at End of Period |
$ | 292,698 | $ | | $ | 292,968 | ||||||
NON CASH FLOWS FROM OPERATING AND FINANCING ACTIVITIES |
||||||||||||
Issuance of 6,000 common shares for services 1995 |
$ | 5,000 | ||||||||||
Issuance of 133 common shares for services 1999 |
288,000 | |||||||||||
Issuance of 100 common shares for services 2000 |
200,000 | |||||||||||
Contributions to capital expenses - 1999 |
174,000 | |||||||||||
Issuance of 173 common shares for expenses -2001 |
132,000 | |||||||||||
Issuance of 30,000,000 common shares for services 2006 |
| 30,000 | 30,000 | |||||||||
Issuance of 2,160,000 common shares for payment of debt |
21,600 | 21,600 | ||||||||||
Issuance of 4,516,500 common shares for payment of debt |
45,165 | | 45,165 | |||||||||
OTHER DISCLOSURES |
||||||||||||
Interest income (expense) |
185 | (2,727 | ) | (327,409 | ) | |||||||
The accompanying notes are an integral part of these financial statements
21
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
1. ORGANIZATION
The Company was incorporated under the laws of the State of Florida on June 29, 1995 with the name ARLN Realty Associates, Inc @ with authorized common shares of 7,500 with a par value of $1.00. The Company had several name changes and authorized common share changes and on September 14, 2006 changed its name to AFintech Group, Inc.@ and changed its authorized common shares to 250,000,000 at a par value of $.001 and added authorized preferred shares of 10,000,000 at par value of $.001. On February 7, 2007 the name was changed to ACapital Markets Technologies, Inc.@
The terms of the preferred shares were determined by the Board of Directors in April 2007. The shares were designated as Series A Convertible Preferred Stock at 1 for 2.5 Common shares. Each preferred share issued has 2.5 votes on all matters presented to be voted by the holders of common stock. The shares are convertible at the option of the Holder at any time from and after the Original Issue Date. As of the date of the financial statement there have been no preferred shares issued.
The principal business activity of the corporation was the development of an e-commerce web site and an e-commerce virtual department store. During 2001 the activity was discontinued and its remaining assets and related liabilities were transferred and the Company has remained inactive since that date.
The Company is a development stage company.
After 2001 the Company has been engaged in seeking viable business opportunities in the financial services sector.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
22
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
On December 31, 2007, the Company had a net operating loss for carry forward of approximately $13,347,202.
Any income tax benefit has not been determined as there has been a substantial change in stockholders. The net operating loss will expire in 2028.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to significant concentration of credit risks.
Revenue Recognition
Revenue will be recognized on the sale and delivery of a product or the completion of services provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
23
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Other Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. ACCOUNTS PAYABLE
The Statute of Limitations has run on a substantial part of the accounts payable.
4. SUBSIDIARY
On September 28, 2007 the Company acquired 55% of iBase Solutions Limited, a private company incorporated in England. The Company paid $2,268 for the common shares. The minority shareholders are individuals residing in England.
iBases principal product is software which provides a pay-as-you-go service which automates interest and dividend claims between financial institutions and their counter parties. Principal target markets are key financial centres. The Company will pursuing global custodian banks and their asset management and hedge fund clients. The service is asp-enabled and sits on top of a swift service bureau belonging to a prospective acquisition target of Capital Markets Technologies, Inc.
5. CAPITAL STOCK
During 2007 the Company issued 4,516,500 common shares as full payment on a note payable.
During 2007 the Company issued 1,776,036 units in a private placement for $1,246,250. Each unit consists of one share of common stock, par value $.001 per share, and one Common Stock Purchase Warrant. The Common Stock Purchase Warrants may be redeemed for one additional share of common stock at a price of $1.50 per share, beginning two years from date of purchase. The warrants have been determined to have no value at the issuance date.
24
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
An officer controls a company that owns the property which the Company leases it office space from. The terms of the lease are $6,500 per month and the lease is month to month with no deposit paid.
The Company has incurred promotional expenses of $155,475 with an affiliate company of which $79,220 is still due and payable at December 31, 2007.
7. GOING CONCERN
The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through settlement of its debt by the issuance of common shares, loans from related parties, and equity funding which will enable the Company to conduct operations for the coming year.
8. SUBSEQUENT EVENTS
Subsequent to December 31, 2007 the Company has issued 1,766,668 units in a private placement for $1,725,000. Each unit consists of one share of common stock, par value $.001 per share, and one Common Stock Purchase Warrant. The Common Stock Purchase Warrants may be redeemed for one additional share of common stock at a price of $1.50 per share, beginning two years from date of purchase. The warrants have been determined to have no value at the issuance.
On December 17, 2007 the Company entered into a Letter of Intent with Strike IT Services Limited, a private company incorporated and registered in England and Wales, to purchase 100% of their outstanding common shares. Strike IT will become a 100% wholly owned subsidiary of the Company. The terms are as follows: $202,180 (£100,000) payable immediately, the balance of $202,180 (£100,000) pounds to be paid on closing of the transaction. The Company, in addition, will issue the principal shareholders of Strike IT 450,000 common shares. The Company has satisfied the first payment of $202,180 (£100,000) on December 20, 2007 and has also issued the 450,000 common shares on March 12, 2008. The final payment of $204,186(£100,000) was paid on March 18, 2008 and upon completion of Strike IT audits this transaction will be finalized.
Strike IT Services is an IT consultancy and recruitment company which has a number of corporate customers for whom it provides resources around SAP (SAP is the worlds largest business software company) and the treasury operations. The company has offices which is leases in Weybridge, Surrey on a month to month tenancy. They currently employ 5 full-time employees.
25
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
8. SUBSEQUENT EVENTS (continued)
As Capital Markets Technologies, Inc. is anticipating the closing of the acquisition of Strike IT in May 2008, the following unaudited proforma balance sheets are provided. The statement includes the following assumptions:
| The goodwill arising from the purchase of Strike IT is assumed to not be impaired nor has it been amortized |
| The acquisition was finalized on January 1, 2007 |
Capital Markets Technologies, Inc. Dec. 31, 2007 |
Strike IT Services Ltd. Dec. 31, 2007 |
|||||||||||||||||||
Adjustments | Consolidated Dec. 31, 2007 |
|||||||||||||||||||
Debit | Credit | Ref | ||||||||||||||||||
ASSETS |
||||||||||||||||||||
Cash (Bank Overdraft) |
$ | 292,968 | $ | (668,783 | ) | $ | 1,725,000 | $ | 198,430 | 1 & 3 | $ | 1,150,755 | ||||||||
Accounts Receivable |
9,005 | 1,110,764 | 1,119,769 | |||||||||||||||||
Office equipment-net of depreciation |
20,265 | 29,868 | 50,133 | |||||||||||||||||
Goodwill |
642,986 | 4 | 642,986 | |||||||||||||||||
Investment in Strike IT |
202,180 | | 396,860 | 2 | ||||||||||||||||
198,430 | 797,470 | 3 & 4 | | |||||||||||||||||
TOTAL ASSETS |
$ | 524,418 | $ | 471,849 | $ | 2,963,643 | ||||||||||||||
LIABILITIES & STOCKHOLDERS DEFICIENCY |
|
|||||||||||||||||||
Accounts Payable |
$ | 806,222 | $ | 317,365 | 1,123,587 | |||||||||||||||
Minority Interest |
(38,037 | ) | | (38,037 | ) | |||||||||||||||
Stockholders equity & comprehensive Income (loss) |
(243,767 | ) | 154,484 | 154,484 | 1,725,000 | 1 & 4 | ||||||||||||||
396,860 | 2 | 1,878,093 | ||||||||||||||||||
$ | 524,418 | $ | 471,849 | $ | 2,963,643 | |||||||||||||||
26
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
8. SUBSEQUENT EVENTS (continued)
Adjustments explained: |
Debit | Credit | |||
1. Record sale of shares in private placement. | |||||
Cash |
1,725,000 | ||||
Share Capital |
1,725,000 | ||||
2. Record issuance of shares for Strike IT acquisition | |||||
Investment in Strike IT |
396,860 | ||||
Share capital |
396,860 | ||||
3. Record final cash payment to Strike IT for acquisition. | |||||
Investment in Strike IT |
198,430 | ||||
Cash |
198,430 | ||||
4. Consolidation entry | |||||
Goodwill calculated as follows: |
|||||
Total Cash and Common shares paid to Shareholders of Strike IT |
$ | 797,470 | |||
Net assets of Strike IT |
154,484 | ||||
Good will on Purchase |
$ | 642,986 | |||
27
CAPITAL MARKETS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
8. SUBSEQUENT EVENTS (continued)
In January 2008, Capital Markets Technologies Inc. acquired 100% of the shares of a private company, CMT Europe Limited, incorporated in England for $248 (£125). The company has neither operations nor assets. The purpose of the company is to function as a holding company for all UK acquisitions.
28
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
We retained Madsen & Associates, CPAs Inc. as our independent accountants to audit our financial statements effective as of November 5, 2006. Subsequent to that date, in connection with their audits of our financial statements, there were no disagreements with the predecessor auditor, Rachlin Cohen & Holtz, LLP, on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures.
ITEM 8A. | CONTROLS AND PROCEDURES |
(a) Evaluation of disclosure controls and procedures
Based upon an evaluation of the effectiveness of the Companys disclosure controls and procedures performed by the Companys management, with participation of the Companys Chief Executive Officer, Chief Operating Officer, and its Chief Accounting Officer as of the end of the period covered by this report, the Companys Chief Executive Officer, Chief Operating Officer, and its Chief Accounting Officer concluded that the Companys disclosure controls and procedures have been effective in ensuring that material information relating to the Company, including its consolidated subsidiary, is made known to the certifying officers by others within the Company and the Bank during the period covered by this report.
As used herein, disclosure controls and procedures mean controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
(b) Managements Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of the Chief Executive Officer, the Chief Operating Officer and the Chief Accounting Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of December 31, 2007.
29
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
(c) Changes in Internal Control over Financial Reporting
There have not been any changes in the Companys internal controls or in other factors that occurred during the Companys last fiscal quarter ended December 31, 2007 that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.
ITEM 8B. | OTHER INFORMATION |
None
30
ITEM 9. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Set forth below is information regarding the Companys current directors and executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.
Name |
Age |
Position | ||
Hagop Bouroudjian | 46 | Chairman of the Board, Chief Executive Officer | ||
Pasquale Ceci | 38 | President, Secretary, and Director | ||
Andy Aziz | 45 | Director | ||
Peter Feit | 47 | Director | ||
Edward Arana | 44 | Director, Chief Financial Officer |
Mr. Bouroudjian is serving as our Chairman of the Board since March 9, 2007 and has an extensive banking and markets background. From July 2003 to the present, Mr. Bouroudjian has been a Principal at Brewer Investment Group in Chicago, Illinois. From May 2002 to July 2003 Mr. Bouroudjian was an independent trader at the Chicago Mercantile Exchange. From 1999 to 2002 Mr. Bouroudjian was president of Commerze Futures (a subsidiary of Commerz Bank, the 4th largest bank in Germany). Mr Bouroudjian has been Senior Vice President of Equity Futures for Nikko Securities, the 2nd largest securities firm in Japan and Credit Agricole Futures (a wholly owned subsidiary of Credit Agricole, the 17th largest bank in the world). At each of these firms, Hagop built the entire futures operations and they flourished into thriving subsidiaries under his supervision.
Mr. Bouroudjian has been a member of the Chicago Mercantile Exchange (CME) since 1987. Hagop was a member of the Board of Directors of the CME from 1996-2002. During that time he was Chairman of the Equity Indices Committee when the E-mini concept was successfully introduced to the CME membership. He was also chairman or co-chairman of over a dozen educational, product, and regulatory committees during his term.
Aside from Industry experience, Hagop has had an extensive amount of Media experience. He has done over 1000 international and domestic live TV shots over the last several years including CNBC, CNN, CNNFN, Bloomberg, PBS and countless local and regional broadcasts. He has been interviewed by numerous CEOs and CFOs of major corporations. He currently is a Friday regular on the CNBC Squawk Box segment. He appears daily on Bloomberg TV at various timeslots during the trading session, and has his own radio show The Jack Bouroudjian Show with BizRadio.
Mr. Pasquale Ceci is serving as our President and Secretary as well as a member of the Board of Directors since September 11, 2006. Mr. Ceci has been involved as an independent consultant in the start up of many successful ventures throughout his 15 year business career. To date he has operated many of these successfully while focusing in the entertainment field until recently when he entered into the financial transaction based business world.
Mr. Andy Aziz is a Director of our Company since June 26, 2007. Mr Aziz is currently the President of Payzone LLC since 2000 and is also VP of Global Banking with Broker Processing Service since 2004. Mr. Aziz is former Treasurer at Chase Manhattan Bank and has over 26 years of experience in corporate banking operations and management. His presence as a member of NACHA (National
31
Automated Clearing House Association) combined with his background as a banking expert is expected to add significantly to CMTs plans around cross-border payments and SEPA. Mr. Aziz served as Director of Banking at American Payment Systems, ACH/Billing Manager at Engyro Inc., Processing Team Leader at Heller Financial Inc., Operations Officer at Chemical Bank and Union Trust Company and other managerial and supervisory roles for back office banking operations. Most recently, Mr. Aziz was Director of Banking for a walk-in bill payment company named CheckFree formally American Payment Systems where he consulted for the development of an electronic transaction system that processes 1.2 million transactions and moves over $12 billion annually through retail locations worldwide.
Mr. Peter Feit is a Director of our Company since June 26, 2007. From 2002 until the present Mr. Feit currently is Managing Member of KC-CO, a privately held options market maker firm on the Chicago Board Options, Chicago Board of Trade and the Chicago Mercantile Exchange. Mr. Feit is the former Managing Director of derivatives trading for SG Warburg and has extensive experience with international trade and settlements. Mr. Feit is an Organizer and Director of Town Center Bank in Frankfort, Illinois. He is a graduate of Loyola University where he earned a Bachelor of Science degree in Computer Science.
Mr. Edward Anthony Arana is a Director of our Company since June 26, 2007. Mr. Arana has been employed as Chief Financial Officer of Brewer Investment Group since 2002. He is a graduate of DePaul University and has been a Certified Public Accountant since 1986. Mr. Arana spent 7 years as senior auditor of the Chicago Mercantile Exchange maintaining the financial integrity of members of the CME. In addition, Mr. Arana was the Head of Accounting and Controller for Gerald Commodities, Index Futures Group, R.J. OBrien & Associates and has held the role of Chief Financial Officer of Commerz Futures LLC.
Significant Employees
The Company has no present employees who are expected to make a significant contribution to the Companys business other than the Companys current officers and directors. It is expected that current members of management will be the only persons whose activities will be material to the Companys operations. Members of management are the only persons who may be deemed to be promoters of the Company.
Family Relationships
There are no family relationships between any directors or executive officers of the company either by blood or by marriage.
Involvement in Certain Legal Proceedings
During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:
1. | was a general partner or executive officer of any business which filed a petition in bankruptcy or against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; |
2. | was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
3. | was subject to any order, judgment or decree not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
4. | was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or State securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
32
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers and directors and persons who own more than 10% of the Companys Common Stock (collectively, the Reporting Persons) to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of these reports.
The company is aware that all filings of form 4 and 5 required of Section 16(a) of the Securities and Exchange Act of 1934 Directors, Officers, or holders of 5% of the Companys shares have not been timely and the Company has instituted procedures to ensure compliance in the future.
ITEM 10. | EXECUTIVE COMPENSATION |
The following table sets forth certain compensation information for: (i) the person who served as the Chief Executive Officer of CMT during the year ended December 31, 2007, regardless of the compensation level, and (ii) each of our other executive officers, serving as an executive officer at any time during 2007. The foregoing persons are collectively referred to in this Form 10-KSB as the Named Executive Officers. Compensation information is shown for the year ended December 31, 2007:
Name/Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Incentive Plan Option Awards ($) |
Securities Underlying Options/SARs ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |||||||||||
Hagop Bouroudjian |
2007 | | | | 1 | | | 2 | | | ||||||||||
Pasquale Ceci |
2007 | | | | 1 | | | 2 | | | ||||||||||
Edward Arana |
2007 | | | | 1 | | | 2 | | |
There are no employment agreements between CMT and any executive officer. In our 55% owned subsidiary, iBase Solutions, the Company has an Executive Service Contract with our Technical Director, who is also a Director and a shareholder of iBase Solutions. His salary is $130,130 (£65,000) per year.
(1) |
Incentive Plan options granted to executive officers in 2007 for deferred salaries due to cash flow constraints. |
(2) |
Nonqualified deferred compensation earnings to executive officers have been accrued for 2007 as a result of missed salaries due to cash flow constraints. |
33
No compensation, whether in cash or securities, was paid in any form to any of the executive officers of CMT during the fiscal years 2007, 2006, 2005, 2004, 2003, 2002 and 2001.
None of the directors or executive officers received a bonus or deferred compensation.
Outstanding Equity Awards At Fiscal Year-End Table
None.
Option Exercises And Stock Vested Table
None.
PENSION BENEFITS TABLE
None.
Nonqualified Deferred Compensation Table
None.
All Other Compensation Table
None.
Perquisites Table
None.
There are no existing or planned option/SAR grants.
Employment Agreements
We are not a party to any employment agreements.
Options/SAR Grants in Last Fiscal Year
None.
Aggregated Option Exercises and Fiscal Year-End Option Value Table
None.
Other Director Compensation
All directors receive no cash compensation for their services as directors.
Employment Contracts and Termination of Employment and Change in Control Arrangements
There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or its subsidiaries, any change in control of the Company or a change in the persons responsibilities following a change in control of the Company.
34
Nor are there any agreements or understandings for any director or executive officer to resign at the request of another person. None of the Companys directors or executive officers is acting on behalf of or will act at the direction of any other person.
The Company presently has no employment agreements with any of its executive officers.
Compensation Pursuant to Plans; Pension Table
There were no stock awards, restricted stock awards, stock options, stock appreciation rights, long-term incentive plan compensation or similar rights granted to any of our officers or directors. None of our officers or directors presently holds directly any stock options or stock purchase rights. We have no retirement, pension, profit sharing, or other plan covering any of our officers and directors.
We have adopted no formal stock option plans for our officers, directors and/or employees. We reserve the right to adopt one or more stock options plans in the future. Presently we have no plans to issue additional shares of our common or preferred stock or options to acquire the same to our officers, directors or their affiliates or associates.
35
ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Share Ownership of Certain Beneficial Owners
The following table sets forth certain information as of December 31, 2007, with respect to the shares of common stock beneficially owned by: (i) each director; (ii) each executive officer; (iii) all current executive officers (regardless of salary and bonus level) and directors as a group; and (iv) each person known by us to beneficially own more than 5% of our outstanding common stock. The address for each shareholder is 340 E. Randolph, Suite 2701, Chicago, IL 60610. Unless otherwise indicated, the shareholders listed in the table below have sole voting and investment powers with respect to the shares indicated:
This table is based upon information obtained from our stock records.
NAME OF BENEFICIAL OWNER |
AMOUNT OF OWNERSHIP(1) | PERCENTAGE OF CLASS(2) | ||
Hagop Bouroudjian |
NIL | | ||
Pasquale Ceci |
NIL | | ||
Andy Aziz |
NIL | | ||
Peter Feit |
NIL | | ||
Edward Arana |
NIL | | ||
(all executive officers and directors as a group ( 5 persons) |
NIL | |
(1) | A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof. |
(2) | Based on 18,533,653 shares of common stock outstanding as of December 31, 2007 |
Change in Control
As of December 31, 2007, there are no arrangements or pledges of the Companys securities, known to management, which could result in a change in control of the Company.
ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
Transactions with Management and Others
During the two years ended December 31, 2007 there have been no material transactions or series of similar transactions to which the Company were or are to be a party, in which the amount involved exceeds $50,000 and in which any promoter, founder, director or executive officer, or any security holder who known to us to own of record or beneficially more than five percent of our common stock, or any member of the immediate family of any other foregoing persons, had a material interest, and none is presently proposed, other than as follows:
As stated above, since December 2007, the Companys corporate office is currently located at 340 E. Randolph Street, Suite 2701, Chicago, IL 60610. We have a month-to-month lease for office space, which is owned by R&E Management, which is owned by our chairman, Hagop Bouroudjian. The lease is payable monthly, at $6,500 per month. Upon completion of our proposed acquisition with Simplex Consulting, we will acquire their existing office space in London, England as well.
36
ITEM 13 | EXHIBITS |
Exhibit |
Description | |||
* | 3.1 | Articles of Incorporation of RLN Realty Associates, Inc. Effective June 29, 1995 | ||
* | 3.2 | Articles of Amendment to RLN Realty Associates, Inc. filed on June 9, 1998 | ||
* | 3.3 | Articles of Amendment to RLN Realty Associations, Inc. filed on March 1, 1999 | ||
* | 3.4 | Bylaws of Netmaximizer.com, Inc. | ||
** | 3.5 | Articles of Amendment of Gentech Pharma, Inc. filed on October 27, 2005 | ||
** | 3.6 | Articles of Amendment of Gentech Pharma, Inc. filed on December 19, 2005 | ||
** | 3.7 | Articles of Amendment of Fintech Group, Inc. filed on September 1, 2006 | ||
** | 3.8 | Articles of Amendment of Capital Markets Technologies, Inc. filed on February 9, 2007 | ||
*** | 21 | Subsidiaries | ||
*** | 31.1 | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer | ||
*** | 31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer | ||
*** | 32.1 | Section 1350 Certification of the Chief Executive Officer | ||
*** | 32.2 | Section 1350 Certification of the Chief Financial Officer |
* | Previously filed as an exhibit to the Companys Registration Statement on Form 10KSB, the fiscal year ended December 31, 2001 and incorporated by reference. |
** | Previously filed as an exhibit to the Companys 10KSB filing for the fiscal year ended December 31, 2001 and incorporated by reference |
*** | Filed herein. |
37
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The following table shows the audit fees incurred for fiscal year 2007 and 2006.
2007 | 2006 | |||||
Audit fees |
$ | 15,000 | $ | 15,000 | ||
Audit related fees |
| | ||||
Tax fees |
| | ||||
Total |
$ | 15,000 | $ | 15,000 | ||
Audit fees were for the audit of our annual financial statements, review of financial statements included in our Form 10-QSB quarterly reports, and services that are normally provided by independent auditors in connection with our other filings with the SEC. This category also includes advice on accounting matters that arose during, or as a result of, the audit or review of our interim financial statements.
As part of its duties, our Board of Directors pre-approves audit and non-audit services performed by our independent auditors in order to assure that the provision of such services does not impair the auditors independence. Our Board of Directors does not delegate to management its responsibilities to pre-approve services performed by our independent auditors.
38
SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) 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.
CAPITAL MARKETS TECHNOLOGIES, INC.
By | /s/ Hagop Bouroudjian | |
Chairman of the Board, Chief Executive Officer | ||
Date: April 15, 2008 | ||
By | /s/ Pasquale Ceci | |
President and Secretary | ||
Date: April 15, 2008 | ||
By | /s/ Andy Aziz | |
Director | ||
Date: April 15, 2008 | ||
By | /s/ Peter Feit | |
Director | ||
Date: April 15, 2008 | ||
By | /s/ Edward Anthony Arana | |
Director and Chief Financial Officer Date: April 15, 2008 | ||
In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By | /s/ Hagop Bouroudjian | |
Chairman of the Board, Chief Executive Officer | ||
Date: April 15, 2008 | ||
By | /s/ Pasquale Ceci | |
President and Secretary, | ||
Date: April 15, 2008 | ||
By | /s/ Andy Aziz | |
Director | ||
Date: April 15, 2008 | ||
By | /s/ Peter Feit | |
Director | ||
Date: April 15, 2008 | ||
By | /s/ Edward Anthony Arana | |
Chief Financial Officer and Director | ||
Date: April 15, 2008 |
39
Exhibit Index
Exhibit |
Description | |
21 | Subsidiaries | |
31.1 | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer | |
31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer | |
32.1 | Section 1350 Certification of the Chief Executive Officer | |
32.2 | Section 1350 Certification of the Chief Financial Officer |
40