PINX:NXOI Annual Report 10-K Filing - 2/29/2012

Effective Date 2/29/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: February 29, 2012

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File No. 000-52669

 

NEXT 1 INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   26-3509845
(State or other jurisdiction of   (I.R.S. employer
incorporation or formation)   identification number)

 

2690 Weston Road, Suite 200

Weston, FL 33331

(Address of principal executive offices)

 

(954) 888-9779

(Registrant’s telephone number)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $0.00001 par value per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨   No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨   No þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

 

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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
       
 Non-accelerated filer ¨ Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

 

The Registrant’s revenue for its most recent fiscal year was $1,292,517.

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on August 31, 2011, based on a closing price of $0.52 was approximately $20,316,400.  As of June 5, 2012, the registrant had 4,080,753 shares of its common stock, par value $0.00001 per share, outstanding.

 

 
 

 

TABLE OF CONTENTS

 

Item:   Page No.:
       
PART I        
Item 1.   Business.   4
Item 1A.  Risk Factors.   17
Item 1B.   Unresolved Staff Comments.   23
Item 2.   Properties.   23
Item 3.   Legal Proceedings.   23
Item 4.   Mine Safety Disclosures   23
       
PART II        
Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.   24
Item 6.   Selected Financial Data.   26
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   26
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.   36
Item 8.   Consolidated Financial Statements and Supplementary Data.   36
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.   36
Item 9A   Controls and Procedures.   37
Item 9B.   Other Information.   38
       
PART III        
Item 10.   Directors, Executive Officers and Corporate Governance.   39
Item 11.   Executive Compensation.   41
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.   44
Item 13.   Certain Relationships and Related Transactions, and Director Independence.   45
Item 14.   Principal Accountant Fees and Services.   47
       
PART IV        
Item 15.   Exhibits, Financial Statement Schedules.   48
       
SIGNATURES   50

 

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FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Form 10-K is filed, and we do not intend to update any of the forward-looking statements after the filing date to conform these statements to actual results, unless required by law.

 

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.

 

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PART I

 

Item 1. Business.

 

Organizational History

 

Our predecessor, Maximus Exploration Corporation was incorporated in the State of Nevada on December 29, 2005, and was a reporting shell company (“Maximus”). Extraordinary Vacations Group, Inc. (“EXVG”) was incorporated in the State of Nevada, June 2004.  Extraordinary Vacations USA Inc. (“EVUSA”), EXVG’s wholly-owned subsidiary, is a Delaware corporation, incorporated on June 24, 2002. On October 9, 2008, EXVG agreed to sell 100% of EVUSA to Maximus and consummated a reverse merger with Maximus. Maximus then changed its name to Next 1 Interactive, Inc. (“Next 1” or “Company”).  The transaction is described below.

 

Pursuant to a Stock Purchase Agreement, dated September 24, 2008, between Andriv Volianuk, a 90.7% stockholder of Maximus, EXVG and EVUSA, Mr. Volianuk sold his 5,000,000 shares of Maximus common stock, representing 100% of his shares, to EXVG for an aggregate purchase price of $200,000. After the sale, Mr. Volianuk did not own any shares of Maximus. EXVG then reissued the 5,000,000 Maximus shares to the management of EXVG in exchange for the cancellation of their preferred and common stock of EXVG under the same terms and conditions as that offered to EXVG shareholders.

 

Pursuant to a share exchange agreement, dated October 9, 2008, between Maximus, EXVG and EVUSA, EXVG exchanged 100% of its shares in EVUSA (the “EVUSA Shares”) for 13 million shares of common stock of Maximus (the “Share Exchange”), resulting in EXVG becoming the majority shareholder of Maximus. EXVG then proceeded to distribute the 13 million shares of Maximus common stock to the stockholders of EXVG (“EXVG Stockholders”) and the management of EXVG, on a pro rata basis. As a result of these transactions, EVUSA became a wholly-owned subsidiary of Maximus. Maximus then amended its Certificate of Incorporation to change its name to Next 1 and to authorize 200,000,000 shares of common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share. Such transactions are hereafter referred to as the “Acquisition.”

 

The purpose of the Acquisition was so that Next 1 would become a fully reporting company with the U.S. Securities and Exchange Commission and have our stock quoted on the Over-the-Counter Bulletin Board (the “OTCBB”).

 

At the time of the Acquisition, there were 18,511,500 shares of common stock of Next 1 issued and outstanding, of which 13,000,000 were held by the EXVG Stockholders and 5,000,000 were held by the management of Next 1 and 511,500 shares by the Company’s investors.  Of the 13,000,000 shares held by the former stockholders of EXVG, 5,646,765 shares were held by the executive officers and directors of Next 1.

 

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Executive Offices and Telephone Number

 

Our principal executive offices are located at 2690 Weston Road, Weston, Florida 33331 and our telephone number is (954) 888-9779.

 

Our web hosting operations are based in Florida and at Rackspace Hosting, Inc., an off-site hosting facility.

 

Our Business

 

We are a media based company focusing on two segments: travel and real estate. The company's mission has been to build out a network with travel and real estate programming content that can be delivered on any screen (Television, web and mobile), all with interactive advertising and transactional shopping components that engage and enable viewers to request information, make purchase and get an in-depth look at products and services all through their device of choice.

 

 

Next One Interactive (NXOI) is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip – its travel division, and Next 1 Realty – its real estate division. The company is positioning itself to emerge as a multi revenue steam “Next Generation” Media Company, representing the convergence of TV, Mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of MSO’s the company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the company operates the Home Tour Network through its minority owned/joint venture real estate partner – RealBiz Media. The Home Tour Network features over 5,000 home listings in five cities on the Cox Communications network.

 

Next 1 Interactive is comprised of three distinct categories: The Company recognized the convergence taking place in interactive television/ the web and began the process of recreating several of its key relationships in real estate, travel and media over the last three years in efforts to position itself for the interactive revolution with “TV everywhere”. Currently Next 1 has operating agreements and /or active discussions are underway with broadband, cable and Over the Top TV solutions for the Next 1 Networks during the next 12 months.

 

  ·    Linear TV Network with supporting Web sites
   
  Potential revenue streams from Next 1 Networks - Traditional Advertising, Interactive Ads, Sponsorships, Paid Programming, travel commissions and Referral fees.
     
  ·    TV Video On Demand channels for Travel with supporting Web sites
   
  Potential revenue streams from Travel Video on Demand - Monthly sponsorship packages, pre-roll advertising, travel commissions and referral fees, acceleration of company owned travel entities (Maupintours, Next Trip and Trip Professionals).
     
  ·    TV Video on Demand channels for Real Estate with supporting Web sites
   
  Potential revenue streams from Real Estate Video on Demand Channel - Commissions and referral fees on home sales, pre-roll/post-roll advertising, lead generation fees, banner ads and cross market advertising promotions ($89 listing and marketing fee, web and mobile advertising).

 

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The Company believes that the Next 1 Networks along with VOD Channels will provide a great catalyst to accelerate all of Next 1’s travel and real estate programs across multiple media platforms. Television is enjoyed by all ages and the Cable Market is providing On Demand services for entertainment and information at home. According to A.C. Nielson Co. “the average American watches more than four hours of TV each day, or two months of nonstop TV watching per year. In a 65 year life, that person will have spent nine years glued to the tube.” Cable reaches 70 million U.S. households penetrating 57 percent of the total TV households, and receiving $26 billion total advertising in 2008, source is TV-Free America.

 

Business Model Summary

Next 1’s main focus are Travel and Real Estate, the two the largest consumer-passion categories.

 

The Next 1 Network business model includes the deployment of:

·Interactive TV Capabilities
·Video on Demand solutions for both Travel & Real Estate
·Exclusivity and/or proprietary positioning
·Specialized and/or proprietary technology
·Utilization of Company's real estate and travel licenses
·A scalable, profitable and portable solution for media

 

The company’s plan is to expand its revenue base by exploiting all avenues available to it on the Real Estate and Travel verticals – two channels where it has expertise and knowledge. During the past year, the Company concentrated on implementing Video on Demand Solutions for both television and web. As a result we saw decreased revenues accompanied by significant increases in expenditures to put the model in place. In travel the company secured a relationship with M80 media group to allow it to monitor and distribute both its travel videos and key travel suppliers videos with calls to action across millions of web and mobile devices.

 

The Company launched the Home Tour Network in conjunction with its partner RealBiz Media into 5 cities in the U.S.A. Additionally the Company announced its intent to sell all real estate assets of Next 1 Realty to a separate public entity with Next 1 initially controlling 93 percent ownership. This move was undertaken by management to allow separation of the real estate and travel assets and thereby assist in fund raising without Next 1 incurring any additional debt.

 

During this period the company suspended the R&R Network distribution on DirecTV on March 25, 2011 and cable distribution in January 2012 while it attempts to negotiate reduced cable carriage costs, over the Top/broadband distribution alternatives and/or increased advertising and programming commitments.   It is the Company’s intention to add additional broadcast distributions once upfront revenue commitments are made by advertisers to offset the additional costs associated with distribution and/or when VOD networks are expanded to sufficient number of cities so as to allow advertising and listing revenues to offset much of the linear TV costs.

 

In order to accomplish this goal the Company has and will continue to incur a number of expenditures throughout the balance of the year. New expenditures will include: (1) additional broadcast distribution fees for Video on Demand, (2) build out of complimentary websites and mobile solutions, and (3) outsourcing of key interactive technology solutions to complement our in-house expertise in maximizing the efficiency of the operation. Additionally, management has looked to use its limited financial resources to reconfigure existing programming so it can integrate R&R programming into other media platforms.

 

In management’s view, these expenditures are a key investment to allow the Company to secure a foothold in the new interactive platforms for TV.  The acquisition of the R&R Network as well as the elimination or realignment of non-conforming operations has resulted in both a drop in revenue from traditional operations while at the same time showed a marked increase in operational costs. These steps are deemed to be essential by management, as the company repositions it’s travel and real estate programs to capture potentially very significant new revenue from the combination of “on demand” content and key websites and mobile solutions that can integrate components of the R&R Network.

 

The Company’s targeted focus of its TV Network in the travel and real estate industries combined with its On-Demand and interactive services for both television and the Internet puts the Company in a position to address advertisers’ evolving need to focus on exploiting video opportunities on multiple platforms with the convergence of internet, television and mobile. The Company has developed and assembled key assets that allow it to provide media and technology solutions for consumers in the Home and Travel arenas across multiple media platforms. These two verticals (Home and Travel) hold significant appeal to advertisers as they continuously remain in the top five advertising “spend” categories in the North American market.  Management believes the steps it is taking now will create a ‘clear differentiation’ in the cable TV space and provide the Company’s shareholders and its clients with a unique and cutting edge solution to both traditional and non-linear platforms to advertise their products.

 

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Next 1 is a multi-faceted interactive media company whose key focus is around two of the most universal, yet powerful consumer-passion categories - real estate and travel. The Company plans to deliver targeted content via digital platforms including Satellite, Cable, Broadcast, Broadband, Web, Print and Mobile. Its media platforms include a TV Network programming called “R&R TV”, a real estate Video-On-Demand (“VOD”) channel called Home Tour Network (“HTN”), with supporting real estate websites, a Travel Video-On-Demand (“VOD”) channel called NextTrip and multiple websites including “RRTV.com”, “Maupintour.com”, “NextTrip.com” and “tripprofessionals.com” which will feature live streaming of its television network over the web, videos, articles, social media links and customized booking engines.

 

Next 1 has expended significant capital over the past two years in the creation of its interactive media platforms. The Company is targeting to have all platforms operational by the fourth quarter of fiscal year 2013.  The platforms will allow the Company to capture multiple revenue streams including transactional commissions, referral fees, advertising and sponsorships.  These media platforms have been designed to address the Advertisers’ and Marketers’ needs to provide compelling content and a delivery system in the emerging convergent landscape of the web, television and mobile platforms.  Additionally, these integrated media platforms provide for the delivery of measurable return on investment to its advertisers, sponsors and business partners.

 

The most expensive media platforms to roll out have been the television properties. This includes the full-time R&R television programming network and the HTN real estate channel.  The television properties are the key platforms that differentiate the Company from our competition. The ability to launch a full time TV network that reaches millions of households and a nationwide real estate VOD solution that can be accessed by millions of households on the device of their choice is unusual in the television industry. The price of entry, the programming and advertising needs and the opportunity to enhance the multi platform network with interactive applications and VOD is truly unique.

 

Additionally, the Company has differentiated itself from other media companies through its ownership and operation of businesses in its verticals - travel and real estate.  These businesses not only afford the Company multiple industry relationships and affiliations, but further provide industry licenses that should allow the Company to capture sales commissions and referral fees from products advertised and sold through its media platforms. This is a distinct advantage that will provide new revenue streams in addition to the traditional marketing and advertising revenues that are not available to TV networks.  The Company’s executive team has extensive backgrounds in the travel and real estate/property development space and has been augmented by experienced media developers and marketers.

 

The Company has structured itself to allow it to carefully control its expenses and share costs between its distinct business units. The roll out, promotion and marketing of its various business units and media are inter-related and cross promoted. This allows the Company to control its general and administrative expenses and to leverage the strength of its executive and sales teams for all of its media platforms. Our sales force has been trained to understand the key benefits of all of the Company’s holdings, allowing it to sell advertising, sponsorships, proprietary group travel, affinity programs and services.

 

Media Division:

 

1.R&R TV, Inc.:

 

The R&R TV Network roots came from the Home Preview Channel®, which was originally a 24-hour digital cable TV network that was distributed into 1.6 million homes in Houston and Detroit through Comcast.  The Network provided cost effective advertising solutions for local realtors.  Next 1 secured permission from the cable operator to change the programming format and re-brand HPC to the R&R TV Network.  The R&R network was launched on November 6, 2009, with Comcast and DIRECTV bringing it into roughly 21 million households. In March 2011, the Company suspended broadcast of its channel with DirecTV and all cable distribution in January 2012 while it attempts to negotiate reduced cable carriage costs, Over the Top/broadband distribution alternatives such as Roku and/or increased advertising and programming commitments.   R&R had developed and/or secured programming to include over 60 independent series of shows that were aired in network programming blocks including:

 

·Planet Golf;
·Outdoor Adventure;
·Culinary Destinations;
·Home Style;
·Travel the World; and
·Real Estate

 

This programming and video footage will play a key role in delivering Travel Video on Demand for the M 80 internet video platforms. The Network also owns original programming, including the following television series: The Travel Magazine, The Golf Show and Extraordinary Vacations.

 

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The Network will utilize this original programming in combination with pre-committed sponsorship dollars from travel suppliers and Tourism Boards to promote targeted video web based solutions with M80. Video offerings will be delivered to highly targeted web and mobile users with destination tips, contests, updates and great pricing getaways. The Network will also become a marketer of the wholly-owned travel and real estate businesses and will promote the VOD platform, as well as the various specialized web properties.

 

2.R&R Interactive television campaigns

 

Next 1 has been working with advertising and strategic business partners to deliver interactive marketing campaigns over cable and satellite platforms. These interactive campaigns offer unique opportunities for consumers, programmers, marketers and advertisers. An interactive campaign allows a consumer to use their remote control to simply register, receive information, and request a phone call or even order products.  The company has tested two types of campaigns over the past two years – being static and dynamic (as outlined below). Advancements are being implemented by cable and satellite operators that will greatly expand the capabilities of interactive television over the next 12 months.

 

·Static Campaigns – Static advertising campaigns offer simple level of user interactivity to make an immediate impact on the viewer. These campaigns are ideal for a call to action message, one-touch RFI programs for lead generation and direct access to long form video assets. In a typical static campaign a viewer interest can be captured with cross channel advertising driving the viewer to the interactive TV campaign.

 

·Dynamic Campaigns – Dynamic advertising campaigns typically offer the advertiser their own channel for an agreed upon time period, offering the viewers enhanced user interactivity. These campaigns are often designed around long form video content. The user experience is further enhanced with a micro site that can include multiple pages of content and video promoting the advertisers products and services. The dynamic advertising campaign elements can include analytics, RFI, video, games, sweepstakes, trivia product samples and special offers.

 

RRTV.com Website

 

The RRTV.com website is designed to guide users through the television programming schedule, highlight the weekly featured series and to allow viewers access to special promotions, travel clubs and contests, sign up for customized e-newsletters as well as taking advantage of great discounts and special offers from R&R marketing partners.  The web properties, while the least expensive to launch, also provide the true platform for “community.” In today’s environment, it is all about hyper-targeting to the customers’ business want and need to reach.  It is the web properties which engage users with personalized transactional options that also allows Next 1 to create databases of specific customers that are of value to marketers connected with the travel and real estate verticals.  The websites all combine features that allow for e-commerce, revenue sharing, database development, sponsorships, rich media and video advertising all enhanced by social communities.  An integral extension of the broadcast television network, RRTV.com will offer live streaming of the full-time broadcast feed (once re-established) along with pre-roll video display of advertising messages prior to the viewer watching the programming, rich media banner advertising, custom micro-site and traditional banner advertising.

 

RRTV.com will be a destination for the TV viewer to go to after watching the TV programs and participate in interactive promotions plus take advantage of specials from featured sponsors that will appear on R&R TV, and the R&R web, mobile and broadband platforms.

 

·Broadband – the company previously did live streaming of R&R TV’s full time television network on www.RRTV.com. Consumers were able to watch the channel from their home computer, laptop or mobile device no matter where they are. The company plans to resume live streaming on the web as it serves a dual purpose by both expanding R&R’s viewership reach while at the same time providing R&R TV new revenue sources through its advertising and marketing partners. Not only do advertisers receive increased exposure for their television ads and special offers, but they will also receive additional marketing opportunities through pre-roll advertising and linked banner ads and contextual display ads surrounding the streaming video player.  This allows viewers the option to both watch and immediately transact.

 

·Showcases and Affiliate Solutions - we have developed several methods to extend our reach on behalf of advertisers. For travel-oriented sites with their own content and formats, we are able to include our rich media “showcases” which feature travel related video devoted exclusively to the content and marketing of a specific travel brand.  Advertisers can package messages around the relevant showcases.  Some of our clients include Cruise lines, Tourism Boards, Timeshare companies and airlines.

 

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3.Home Tour Network– A Video-On-Demand solution for Real Estate

 

In the real estate space, the Company acquired HPC - a cable real estate listing television network.  The Company, through the acquisition of HPC, recognized the opportunity real estate presented with multiple streams of revenue, from targeting advertising, sponsorships and premium listing ads to the opportunity to actually share in the sales commission from the sale of specific property listing.  To take advantage of this, the Company entered into a joint venture partnership with RealBiz Media to take advantage of their patented technology for conversion of real estate listings into videos. In addition the company has secured its real estate broker license, which can allow it to act as a referral agent, and therefore, is entitled to a percentage of the commission earned by the purchaser’s sales agent.

 

The original HPC model had severe limitations and after the acquisition, the Company discontinued the traditional real estate model that called for agents to pay for posting listings in favor of a new multi-city VOD model that included TV listings, multiple real estate web listings and You Tube. The solution is done as a joint venture with its partner RealBiz Media and is called Home Tour Network.

 

Home Tour Network (HTN) is a new “On Demand” channel that was beta tested with both Cable and Broadband companies in the fourth quarter of 2011. HTN beta test was completed in late 2011 and was expanded to 5 cities in the Cox Communications network system. HTN allows prospective home buyers in 5 major U.S. markets, representing over three million homes, to view thousands of in-market real estate listings in conjunction with its real estate partner, RealBiz Media.

 

Next 1 believes that VOD is an ideal platform for consumers to shop for homes in their local market or across the nation as well as vacation properties in destinations around the world. Interested buyers can use the device of their choice (home TV, computer or mobile smart devices) to browse listings in a video tour format. Then viewers will have their choice of using - interactive or online applications, the latest texting techniques or 800 numbers to put the prospective buyers directly in touch with real estate agents and brokers.  HTN is another media platform for Next 1 to generate revenue from interstitial advertising, sponsorships, referral fees and commissions consistent with our business model. The real estate industry today seeks brand awareness and the ability to reach new potential buyers.

 

The future media choice for consumers is an On-Demand video world that is available across multiple platforms - cable/satellite, web, mobile. It is increasingly clear that video is a key element to engagement with consumers.  Today, while consumers still watch their “favorite” TV shows, they are increasingly watched through time shifting or On-Demand. VOD, with its engaging video, user-controlled experience and 24/7 availability, is an ideal platform for potential home buyers to get information on specific properties in the market they seek. HTN is a natural fit with our strategy of making advertising more engaging and connecting with consumers by making relevant, interactive content available when they want to view it. While today the bandwidth for real estate listings on VOD does not allow for all of the available multiple listings in the U.S. to be placed on the VOD platform, the VOD TV viewer can also be taken to a complimentary website to see the national listing database.

 

Next 1 plans to produce Home video showcases on its full time TV Network R&R TV.

 

On November 3, 2010, Next 1 and RealBiz Media launched a real estate marketing platform for real estate companies and professionals called “Connextions.” Next 1 and RealBiz Media have developed a technology platform that is able to create media assets including pictures, virtual tours and videos to automatically syndicate and publish them to the largest real estate websites (Realtor.com, Trulia.com, etc.), social networking sites (Facebook.com, Youtube.com, etc.) and television. Connextions is the only real estate marketing technology platform that is able to combine the power of the Internet and television and provide it in a single automated marketing solution for the real estate professionals.

 

The Connextions automated service is now available directly to every realtor in the United States via the Internet, and corporate and MLS distribution channels. The Connextions package is initially priced at $45 - $95 per month, including a listing on television.  The current TV video on demand bandwidth allows for up to 300,000 listings per month (roughly 10 percent of available U.S. listings) while broadband and web applications have no limitations as to the number of listings that can be displayed.

 

The Company is also looking to expand the Connextions platform to include travel as well as real estate. Additional discussions are underway to be able to provide asset syndication on distribution channels such as: Roku, Google TV, cable and other IPTV platforms.

 

Connextions is a one-of-a-kind real estate marketing solution which has been designed to provide substantial revenue from multiple sources including advertising revenue, listing revenue, referral revenue, imaging solutions and direct real estate sales.

 

The Connextions platform was officially introduced at the National Association of Realtors national conference in New Orleans on November 4, 2010. RealBiz Media recently announced a strategic partnership that included a new VOD platform that would see the rebranding and expanded distribution of HTN under the Realtor.com brand in the third quarter of this year. RealBiz Media’s key relationships with both Realtor.com and the top U.S. real estate companies, franchisors and broker networks, position it for rapid deployment of this new service to its existing clients.

 

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Real Estate Division:

 

1.Next One Realty, Inc.

 

Next One Realty was established in March 2010 to allow the Company to execute its HTN on Demand business model.  The Company currently holds realtor licenses in several states through its partnership with RealBiz Media. Since the introduction of the Connextions platform, the Company has worked with numerous brokers and agents throughout the U.S. to set up operating and marketing agreements nationwide.  

 

2.The Home Preview Channel

 

On October 29, 2008, the Company consummated the transactions contemplated by a Purchase Agreement, dated July 15, 2008, with the stockholders of HPC.  HPC was a cable television network with Master Carriage licenses for both Comcast and Time Warner and with distribution at the time into approximately 1.6 million homes. The network had a technology that was developed in conjunction with Loop (see below) that allowed for consolidation of large amounts of data while utilizing small amounts of bandwidth. The Company saw in HPC a significant opportunity to revamp and re-launch the network into a more current format that could include travel and real estate while utilizing the reach to accelerate Web and Mobile properties for the Company. In addition, the Company recognized the opportunity to use the HPC carrier relationships to expand the platform for both Linear and Video on Demand opportunities. From these, Next 1 created a next generation solution – Connextions in combination with its strategic partner RealBiz media.

 

3.Loop Networks, Inc.

 

On October 29, 2008, the Company consummated the transactions contemplated by a Purchase Agreement with the members of Loop. Loop is a technology company that owns the Detroit HPC charter agreement. Loop oversaw the development of the HPC operating technology as well as certain proprietary automated systems that can be used to expand on-demand capabilities for HPC. This technological solution was developed over several years at a cost of over $16 million and allowed for large quantities of data content (i.e. home listings, information, pictures) to be ingested into the system and then be moved over the internet to the cable head-end and be reassembled in TV quality video format, thus providing the Company with a unique solution for cable television and internet interface.  The technology behind Loop consists of a proprietary content aggregation network and a five-point content distribution model which consists of Basic TV, VOD, Broadband, Interactive TV, and Wireless - all designed to facilitate live end-user feedback. The entire content distribution model was supported by Loop’s centralized content database.  The source code for the technology was given to a company named Kuvata to allow for continued development and further enhance the operating system in exchange for Kuvata granting a perpetual license to the upgraded solution.  From these, Next 1 created a next generation solution – Connextions in combination with its strategic partner RealBiz media.

 

4.R&R TV

 

The R&R TV Network roots came from the Home Preview Channel®, which was originally a 24-hour digital cable TV network that was distributed into 1.6 million homes in Houston and Detroit through Comcast.  The Network provided cost effective advertising solutions for local realtors.  Next 1 secured permission from the cable operator to change the programming format and re-brand HPC to the R&R TV Network.  The R&R network was launched on November 6, 2009, with Comcast and DIRECTV bringing it into roughly 21 million households. In March 2011, the Company suspended broadcast of its channel with DirecTV and all cable distribution in January 2012 while it attempts to negotiate reduced cable carriage costs, Over the Top/broadband distribution alternatives such as Roku and/or increased advertising and programming commitments.   R&R had developed and/or secured programming to include over 60 independent series of shows that were aired in network programming blocks including:

 

The carriage/distribution agreements acquired as a result of the HPC acquisition and TV Media Works asset acquisition, in conjunction with the licensed technology acquired in the Loop acquisition make possible the Real Estate Revenue Model of Next One Realty, Inc., which will be broadcast via the R&R TV network. See Note 4 to the consolidated financial statements for additional information regarding acquisitions and intangible assets.

 

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Travel Division:

 

Next Trip Summary

 

Next 1 Interactive is differentiated from other media companies because it owns and operates businesses in its verticals – Next Trip serves the travel spectrum with travel licenses ARC, IATA, CLIA & Florida Seller of Travel.

The Company owns:

·Maupintour Extraordinary Vacations, which is the oldest tour company in the US having a history of over 60 years of creating and booking tours and activity-focused trips, from private tours of the Vatican to bicycling in the Alps to wine- tasting in Italy. Maupintour books these trips and serves thousands of travel agents around the world. The Company also owns and manages Cruise Shoppes, which is an unwired network of cruise specialty travel agents.

 

·NextTrip.com – a content rich video and media site in which the company has contracted to produce state of the art booking engines.

 

·Trip Professional – an at home agency program allowing the consumer to customize and book travel while earning commissions.

 

New Initiatives for Video Content

 

Next trip has teamed up with leading video and group of video and media specialists led by M80 to create a unique video advertising solution customized for the Travel Industry known as Connext1. This unique solution uses the latest technology for tracking internet & mobile device users, based upon their individual algorithms while searching travel related information such as: destinations, tours, packages, etc. The Connext1 program allows us to reach across 75 million households in the United States and identify homes that have interest in a specific “travel product” based on individual online searches and actions on their computer - i.e. wanting to “visit Egypt”. Once identified, we serve targeted online video ads that contain appropriate video, offers and a call to action. Out of the 75 million reach, there may only be a few thousand consumers at any given point with potential interest in a Egypt tour - but - these are the key people the Egypt Tourist board will want to market to.

 

As a result, we are giving consumers access to the product they want, when they want it, and more importantly not aggravating consumers with packages they have no interest in. This is a dramatic contrast to virtually all traditional marketing programs that count on mass marketing reach to capture a small interested audience. Presently, most television commercials that run today count on mass targeting in hopes of reaching a limited few interested consumers. While mass marketing can create awareness of a product, it can also lead to the frustration of viewers being bombarded with unwanted information. Simply put, in a fragmented, multi-screen world, we have developed a digital pathway that helps capture a viewer’s attention by pairing a Travel brand’s message with a consumer’s interest.

 

1.NextTrip.com

 

NextTrip.com is being repositioned as an all-purpose travel site that includes 24/7 customer support, relevant social networking, and travel business showcases, with a primary emphasis on Video to targeted web users and a secondary promotion to TV viewers via VOD promotion. The site provides users with a diverse video experience that entertains, informs, and offers utility and savings. The travel information website offers users, free of charge, hundreds of destination videos and promotes worldwide vacation destinations.  NextTrip.com generates revenues through advertising, travel commission, referral fees, and its affiliate program.  The travel fulfillment and services for the site are handled by Mark Travel.  Mark Travel is the largest wholesaler of travel products in the United States.  NextTrip.com, in conjunction with M80 and the Connext1 program will look to serve relevant videos to travelers via four key elements: (i) television ads (ii) travel video on demand for web and TV (iii) broadband telecast (with the web player surrounded by interactive banner ads and/or discount travel coupons) and (iv) wireless access to the network on smart phones/devices. The Company is continuing to build out a targeted travel video with interactive advertising and transactional shopping components that engage and enable viewers to request information, make reservations and get an in-depth look at products and services all through their device of choice. The Company believes this approach will allow for multiple revenue streams and integrated media platforms that deliver measurable return on investment to its advertisers, sponsors and business partners.

 

Additionally, “on demand” travel solution allows users to access travel content via digital platforms including Web, Cable, Broadband and mobile.  This delivery of travel information, services and entertainment to consumers will help the Company to capture multiple revenue streams including transactional commissions, referral fees, advertising and sponsorship.  NextTrip.com was originally launched in July of 2008 as Nexttrip.com.  Media and travel booking solutions are being restructured with fulfillment of Travel bookings being handled by Mark Travel. The company is targeting completion of new booking engines and video content by August 2012.The website is www.NextTrip.com.

 

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2.Maupintour Extraordinary Vacations

 

Maupintour Extraordinary Vacations (“Maupintour”) is a luxury tour operator offering escorted and independent tours worldwide to upscale travelers.  The company has operated for over 60 years and has an active alumni that desires luxury vacations that includes private sightseeing, fine dining and 4 and 5 star accommodations. The company previously ran group tours ranging from 10 to 25; however it has moved its model to customization of high end tours for families, small groups and individuals.  The company’s most popular destinations are Egypt, Israel, Europe, Africa, Asia and Peru. The company’s peak season for this division is from February to July.  Maupintour’s website is www.Maupintour.com.

 

3.Cruise and Vacation Shoppes

 

Cruise and Vacation Shoppes (“Cruise Shoppes”) is a travel consortia and marketer of cruises worldwide.  The company was sold to Vacation.com in November 2011. Vacation.com is the largest consortia of travel agents in the United States with over 4000 member agencies. Vacation.com offers its membership complete marketing solutions, industry expertise, technology solutions and higher commissions due to its significant purchasing power. As part of the sale, Next 1 will share in Overrides from the Cruise Shoppe Consortia for the next 2 years. Additionally the company will have access to all Vacation.com offerings and services for its independent agency offering Cruise and Vacation product sales through NextTrip.

 

The Company’s assets make it a diversified business focused on two very strong vertical consumer-passion categories that are also founded on industries that need to constantly market since they have “perishable” inventory that always needs to be sold or revenue is lost.  The media assets, while generating discrete revenue streams are connected to and leveraged to grow the Company’s non-media based travel businesses. This makes for a sound business which is substantially more marketable through both traditional outlets, earned media and virally through large groups and individuals - friends tell friends using the company’s travel assets to motivate and reward engagement and sales.

 

4.Trip Professionals.com

 

The Company operates a Trip Professional Membership Program”.  The program allows members to join for a $199 annual fee and earn 80% of the commissions on travel products purchased though the member. At present the company is working on a new booking engine whereby members can access wholesale pricing and set commissions and is currently being redesigned to allow its members access to vacations at wholesale pricing, view destination video and adjust commissions within acceptable limits.  

 

Web Properties

 

The websites and mobile applications are anticipated to quickly drive incremental revenues based on the promotion and awareness being driven by the Connext1 program and VOD TV platforms.  It is anticipated that these web properties will generate advertising and referral revenue as a result of the integrated sales packages offered by the sales team beginning with the third quarter of fiscal 2012. The primary web properties are:

 

  · www.nxoi.com ;
  · www.RRTV.com ;
  · www.NextTrip.com ;
  · www.hometvondemand.com ;
  · www.Maupintour.com ; and
  · www.tripprofessionals.com .

 

Our Principal Products and Services and Their Markets

 

We currently have three operating segments, Media (R&R), Travel (Maupintour, NextTrip & Trip Professionals) and Real Estate (Next 1 Realty, RealBiz). At our inception, we focused on the travel industry solely through the Internet. We have changed our current business model from a company that generates nearly all of its revenues from its travel divisions to a media company focusing on interactive media advertising platforms utilizing cable television, the Internet, (including Broadband) and mobile.  The most expensive media platforms to roll out have been the television networks.  This includes the Home Tour Network - a VOD real estate network and the NextTrip Travel video marketing solution (connext1).  These networks are the key platforms that differentiate the Company giving it significant reach into millions households all to be supported by web, broadband and mobile “smart devices”. In the initial stages the largest source of revenue for the Company will come from advertising but ultimately the revenue should also come from transactions as the Company expands the number of households for its network and Video on Demand platforms.

 

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Additionally, the Company believes it has the potential to see significant revenue growth with advertisers with the planned industry enhancements for interactive television. At present, the Company has designed its media platforms to address the advertisers’ needs to provide compelling content and a delivery system in the emerging convergent landscape of the internet, television and mobile platforms. As Cable companies move to introduce interactive platforms, Next ‘s model should allow it to begin to capture, commissions, referral fees, and coop advertising revenue from both real estate and travel...The Company has differentiated itself from other media companies through its ownership and operation of businesses in its verticals - travel and real estate.  These businesses not only afford the Company multiple industry relationships and affiliations, but further provide industry licenses that will allow the Company to capture sales commissions and referral fees from products advertised and sold through its media platforms. The Company believes this model gives it a distinct advantage and it will see sponsorships, transactional commissions and referral fees grow over time, potentially to the point where they will exceed the advertising revenues that are available to traditional TV networks.

 

Additional planned distribution to other broadband, cable and Over the Top networks are under discussion. This expansion includes the VOD.  Next 1 and/or it real estate partner RealBiz have been working with cable operators to become the first nationwide VOD network for real estate. In addition to growth around its current business model, the network provides the basis for Next 1 to enter the travel and real estate vertical ad sales marketplace online. We believe our network has vast growth potential.

 

The media assets, while generating distinct advertising revenue streams, also affords the Company the opportunity to leverage the growth of the non-media based travel businesses. This makes for a sound business opportunity to significantly improve the marketing scope of the base travel business through both traditional outlets and its extensive media reach.

 

Travel revenues are generated by Maupintour, NextTrip.com and the Trip Professionals program.  Our current market is primarily the North American leisure travel industry, though our websites are available in English worldwide.

 

Maupintour’s revenue is generated from the sale of high end escorted tours and Flexible Independent Travel (FIT) tours. NextTrip.com is a travel website with primary focus centered on vacation packages. The Company currently uses certain of its media assets like clips from its Travel Magazine TV series to promote travel destinations on the Travel sites.  We plan to significantly expand the number of travel clips available on the web to both our properties and other Company websites by utilizing much of the content that was broadcast as part of R&R’s travel destinations programming as well as footage available through tourism boards and key travel suppliers.

 

The Company’s target market is the traditional travel sector, which the Company continues to operate as mature businesses.  These businesses continue to serve their existing client bases, and include Maupintour and NextTrip.com.  The core travel businesses cater to upscale clientele seeking customized trips. The Company estimates that its target market for Maupintour represents less than 5% of all U.S. domestic leisure travelers.  We believe that upscale travelers, primarily discerning “Baby Boomers,” seek travel solutions rather than pre-packaged tours, and the Company has made a consistent business of catering to this niche marketplace, rather than compete on the lower end of the market which is now dominated by names like Expedia and Travelocity.  Conversely, the introduction of programs like Trip Professionals could target a significantly larger percentage of U.S. domestic leisure travelers as the products and commission sharing represent substantial savings to the average consumer.

 

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Business Strategy

 

Near-Term Objectives:

 

Next 1 is a multi-faceted interactive media company whose key focus is to continue to grow its media interests around two of the most universal, yet powerful consumer passions - real estate and travel. The Company delivers targeted content via digital platforms including cable, broadcast, and broadband, web, print and mobile.  The Company has launched real estate VOD channel starting with 5 cities on the Cox Communications Network and is targeting in conjunction with RealBiz media to reach over 20 million households with its “Home Tour Network” by 2015.

 

Additionally, the Company has differentiated itself from other media companies through its ownership and operation of businesses in its verticals - travel and real estate.  These real estate and travel businesses not only afford the Company multiple industry relationships and affiliations, but further provide industry licenses that will allow the Company to capture sales commissions and referral fees from products advertised and sold through its media platforms. Next 1 has expended significant capital over the past two years in the creation of its interactive media platforms and the launching and roll out of its television networks. The Company is targeting to have all platforms operational by the fourth quarter of 2012.

 

The key objective for the Company, once all platforms are operating, is to capture multiple revenue streams including transactional commissions, referral fees, advertising and sponsorship.

 

Long-Term Objectives:

 

As we expand our business model we will become a full-service multi-media advertising outlet offering television (traditional and VOD), internet display ads, rich media ads, video ads, radio, and mobile outlets. As we build our television network, viewership and traffic, our reach and cross-promotion capabilities will lead to the launching of additional targeted on demand solutions. Our involvement in cable TV, web and mobile will keep us at the forefront of cross-platform deal-making as such activity becomes more common among advertisers.

 

Our Competitors

 

Our primary competitors are companies such as the Travel Channel, Home and Garden TV, Plum TV, Wealth TV, the Outdoor Channel, and others. These are television networks that are primarily targeted at specific verticals in the travel, real estate and lifestyle fields.

 

In the travel sector, internet sites such as “Travelocity.com”, “Expedia.com”, and “Priceline.com” appear focused on their own core functionality - fare searches and ticket sales.  Therefore, they are more likely to become actual advertisers on our network then they are to be competitors.  As such, we see greater potential in providing advertising solutions to drive customers to “Travel Video Showcases” and to websites, than to compete in the sale of low margin travel product.

 

Other Competitors include Netflix, DVDs, other VOD advertisers, Internet sellers of travel, and other real estate advertising.

 

Intellectual Property

 

On October 29, 2008, the Company consummated the transactions contemplated by a purchase agreement, dated July 15, 2008, with the stockholders of HPC (the “HPC Agreement”). HPC was a cable television network with Master Carriage licenses for both Comcast and Time Warner and with distribution at the time into approximately 1.6 million homes. The network had a technology that was developed in conjunction with Loop that allowed for consolidation of large amounts of data while utilizing small amounts of bandwidth. Pursuant to the HPC Agreement, the Company issued 677,999 shares of its common stock in exchange for 100% of the issued and outstanding shares of HPC. The total value of the consideration given was approximately $692,000.  The Company acquired assets with a net realizable value of approximately $166,000 and assumed adjusted liabilities of approximately $824,000 resulting in amortizable intangible assets of approximately $1,350,000. The assets acquired consist primarily of broadcast services agreements and developed relationships with cable TV carriers and are completely amortized at February 29, 2012.

 

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On October 29, 2008, the Company consummated the transactions contemplated by a purchase agreement with the members of Loop. Loop is a technology company that owns the Detroit HPC charter agreement.  Loop oversaw the development of the HPC operating technology as well as certain proprietary automated systems that can be used to expand on-demand capabilities for HPC.  Pursuant to the Loop Agreement, the Company issued 5,345,000 shares of its common stock in exchange for 100% of the issued and outstanding membership interests of Loop. The total value of the consideration given was approximately $5,450,000.  The Company acquired assets with a net realizable value of approximately $5,000 and assumed liabilities of approximately $300,000 resulting in intangible assets of approximately $5,650,000. The assets acquired consist primarily of the exclusive use of technology required to provide video-on-demand and interactive TV capabilities and are completely amortized at February 29, 2012.

 

As of February 29, 2012 the Company recognized non cash impairments of $1,856,054 reducing the carrying values of the intangible assets for the R&R TV to $-0-. This impairment mainly related to the Company suspending distribution on Direct TV in March 2011.

 

Costs incurred in the development of our website application and infrastructure is capitalized. Management placed the website into service during prior fiscal year, subject to straight-line amortization over a three year period.

 

Sources and Availability of Raw Materials and the Names of Principal Suppliers

 

Our products do not require the consumption of raw materials.

 

Dependence on One or a Few Customers

 

We do not depend on one or a few customers. As we expand our business, we do not anticipate that we will depend on one or a few customers.

 

Government Regulation

 

Our operations are subject to and affected by various government regulations, U.S. federal, state and local government authorities. The operations of cable, satellite and telecommunications service providers, or distributors, are subject to the Communications Act of 1934, as amended, and to regulatory supervision by the FCC. The license is also subject to periodic renewal and ongoing regulatory requirements.  The rules, regulations, policies and procedures affecting our businesses are constantly subject to change. These descriptions are summary in nature and do not purport to describe all present and proposed laws and regulations affecting our businesses.

 

Effect of “Must-Carry” Requirements

 

The Cable Act of 1992 imposed “must carry” or “retransmission consent” regulations on cable systems, requiring them to carry the signals of local broadcast television stations.  Direct broadcast satellite (“DBS”) systems are also subject to their own must carry rules.  The FCC recently adopted an order requiring cable systems, following the anticipated end of analog television broadcasting in June 2009, to carry the digital signals of local television stations that have must carry status and to carry the same signal in analog format, or to carry the signal in digital format alone, provided that all subscribers have the necessary equipment to view the broadcast content.  The FCC’s implementation of these “must-carry” obligations requires cable and DBS operators to give broadcasters preferential access to channel space. This reduces the amount of channel space that is available for carriage of our network by cable television systems and DBS operators. Congress and the FCC may, in the future, adopt new laws, regulations and policies regarding a wide variety of matters which could affect R&R TV. We are unable to predict the outcome of future federal legislation, regulation or policies, or the impact of any such laws, regulations or policies on R&R TV’s operations.

 

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Closed Captioning and Advertising Restrictions on Children’s Programming

 

Our network will provide closed-captioning of programming for the hearing impaired prior to the three-year compliance requirement. Our programming and Internet websites intended primarily for children 12 years of age and under must comply with certain limits on advertising.  We are a “family-friendly” network that provides on-screen notices of programs that may not be appropriate for children.

 

Obscenity Restrictions

 

Cable operators and other distributors are prohibited from transmitting obscene programming, and our carriage/distribution agreements generally require us to refrain from including such programming on our network.

 

Regulation of the Internet

 

We operate several internet websites which we use to distribute information about and supplement our programs. Internet services are now subject to regulation in the United States relating to the privacy and security of personally identifiable user information and acquisition of personal information from children under the age of 13, including the federal Child Online Protection Act (COPA) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM).  In addition, a majority of states have enacted laws that impose data security and security breach obligations. Additional federal and state laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. In addition, to the extent we offer products and services to online consumers outside the United States, the laws and regulations of foreign jurisdictions, including, without limitation, consumer protection, privacy, advertising, data retention, intellectual property, and content limitations, may impose additional compliance obligations on us.

 

Other Regulations

 

In addition to the regulations applicable to the television industry in general, we are also subject to various local, state and federal regulations, including, without limitation, regulations promulgated by federal and state environmental, health and labor agencies.

 

Research & Development

 

The Company is not currently engaged in any research and development. The Company is currently focused on marketing and distributing its current inventory of products and services.

 

Employees

 

As of June 13, 2012, the Company has nine full-time employees: seven are located in the headquarter office; one is located in Nevada and one in Canada. The headquarters staff is comprised of two senior management personnel and the chief executive staff.

 

We lease our employees through ADP TotalSource. The basic function of an employee leasing company is to achieve economies of scale through volume purchasing of employee health benefits and other “big-ticket” items. In addition, this service provided other HR-related functions thereby eliminating the cost associated with an in-house HR department.

 

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Item 1A. Risk Factors

 

In addition to the other information in this Form 10-K, readers should carefully consider the following important factors. These factors, among others, in some cases have affected, and in the future could affect, our financial condition and results of operations and could cause our future results to differ materially from those expressed or implied in any forward-looking statements that appear in this Form 10-K or that we have made or will make elsewhere.

 

Risks Inherent to this Company:

 

Because of losses incurred by us to date and our general financial condition, we received a going concern qualification in the audit report from our Independent Registered Public Accounting Firm for the most recent fiscal year that raises substantial doubt about our ability to continue to operate as a going concern.

 

At February 29, 2012, we had $12,989 cash on hand.  The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements included in this Annual Report, the Company had an accumulated deficit of $66,983,176 and a working capital deficit of $14,546,150 at February 29, 2012, net losses for the year ended February 29, 2012 of $13,651,066 and cash used in operations during the year ended February 29, 2012 of $4,822,423. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

We have a limited operating history and we anticipate that we will have operating losses in the foreseeable future.

 

We cannot assure you that we will ever achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of our limited operating history and the emerging nature of the market in which we compete, we anticipate that we will have operating losses until such time as we can develop a substantial and stable revenue base.

 

We will need additional capital which may not be available on commercially acceptable terms, if at all.

 

We have very limited financial resources. We currently have a monthly cash requirement of approximately $300,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of R&R TV including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support itself. We believe that in the aggregate, we will need as much as approximately $1 million to $5 million to support and expand the network reach, repay debt obligations, provide capital expenditures for additional equipment, payment obligations under charter affiliation agreements, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from media advertising and e-commerce, travel and real estate are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. In addition, as of February 29, 2012, we had approximately $14.6 million of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern.

 

If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws.

 

We have experienced liquidity issues since our inception due to, among other reasons, our limited ability to raise adequate capital on acceptable terms.  We have historically relied upon the issuance of promissory notes that are convertible into shares of our common stock to fund our operations and currently anticipate that we will need to continue to issue promissory notes to fund our operations and repay our outstanding debt for the foreseeable future.  At February 29, 2012, we had $9.9 million of current debt outstanding. If we are unable to achieve operational profitability or not successful in issuing additional promissory notes or securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

 

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Moreover, as a result of our liquidity issues, we have experienced delays in the repayment of promissory notes upon maturity and the payment of trade receivables to vendors and others when due. Our failure to pay vendors and others may continue to result in litigation, as well as interest and late charges, which will increase our cost of operations.  If in the future, holders of promissory notes demand repayment of principal and accrued interest instead of electing to convert to common stock and we are unable to repay our debt when due or resolve issues with existing promissory note holders, we may be forced to refinance these notes on terms less favorable to us than the existing notes.

 

Our business revenue generation model is unproven and could fail.

 

Our revenue model is new and evolving, and we cannot be certain that it will be successful.  The potential profitability of this business model is unproven and there can be no assurance that we can achieve profitable operations.  Our ability to generate revenues depends, among other things, on our ability to operate our television network and operate our video on demand business and create enough viewership to provide advertisers, sponsors, travelers and home buyers value. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, or achieve or sustain profitability.

 

Our success is dependent upon our senior management team and our ability to hire and retain qualified employees.

 

We believe that our success is substantially dependent upon: (1) our ability to retain and motivate our senior management team and other key employees; and (2) our ability to identify, attract, hire, train, retain and motivate other qualified personnel. The development of our business and operations is dependent upon the efforts and talents of our executive officers, whose extensive experience and contacts within the industries in which we wish to compete are a critical component of our business strategy.  We cannot assure you that we will be successful in retaining the services of any of the members of our senior management team or other key personnel, or in hiring qualified technical, managerial, marketing and administrative personnel.  We do not have “key person” life insurance policies on any of our key personnel.  If we do not succeed in retaining our employees and in attracting new employees, our business could suffer significantly.

 

We may be unable to implement our business and growth strategy.

 

Our growth strategy and ability to generate revenues and profits is dependent upon our ability to:  (1) develop and provide new services and products; (2) establish and maintain sales and distribution channels, including the on-going operation and expansion of our television network; (3) develop new business opportunities; (4) maintain our existing clients and continue to develop the organization and systems to support these clients; (5) establish financial and management systems; (6) attract, retain and hire highly skilled management and consultants; (7) obtain adequate financing on acceptable terms to fund our growth strategy; (8) develop and expand our client and customer bases; and (9) negotiate agreements on terms that will permit us to generate adequate profit margins. Our failure with respect to any or all of these factors could impair our ability to successfully implement our growth strategy, which could have a material adverse effect on our results of operations and financial condition.

 

We intend to launch new products in a volatile market and we may be unsuccessful.

 

We   intend to launch new products, which include a television network and VOD for real estate and travel related products.  The media, travel and real estate sectors are volatile marketplaces and we may not be able to successfully penetrate and develop all or either of them.  We cannot assure you that we will be able to maintain the airwave space necessary to carry a new television network.  We will be successful only if consumers establish a loyalty to our network and purchase the products and services advertised on the network.  We will have no control over consumer reaction to our network or product offerings.  If we are not successful in building a strong and loyal consumer following, we may not be able to generate sufficient revenues to achieve profitability.

 

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We do not have the ability to control the volatility of sales.

 

Our business is dependent on selling our products in a volatile consumer-oriented marketplace.  The retail consumer industry, by its nature, is very volatile and sensitive to numerous economic factors, including competition, market conditions and general economic conditions.  None of these conditions are within our control.  There can be no assurance that we will have stable or growing sales of our products and advertising space on our television network, and maintain profitability in the volatile consumer marketplace.

  

We may not be able to purchase and/or license assets that are critical to our business.

 

We intend to purchase and/or license archived video and travel collection libraries to fulfill the programming needs of the Network.  The acquisition or licensure of these assets is critical to accomplishing our business plan.  We cannot assure that we will be successful in obtaining these assets or that if we do acquire them, that we will be able to do so at a reasonable cost.  Our failure to purchase and/or license these libraries at a reasonable cost would have a material adverse effect on our business, results of operations and financial condition.

 

We enter into carriage/distribution agreements with companies that will broadcast R&RTV. If we do not maintain good working relationships with these companies, or perform as required under these agreements, it could adversely affect our business.

 

The carriage/distribution agreements establish complex relationships between these companies and us. We intend to spend a significant amount of time, effort and cost to maintain our relationships with these companies and address the issues that from time to time may arise from these complex relationships.  These companies could decide not to renew their agreements at the end of their respective terms.  Additionally, if we do not perform as required under these agreements or if we breach these agreements, these companies could seek to terminate their agreements prior to the end of their respective terms or seek damages from us.  Loss of these existing carriage/distribution agreements would adversely affect our ability to continue to operate our network as well as our ability to fully implement our business plan.

 

Additionally, the companies that we have carriage/distribution agreements with are subject to FCC jurisdiction under the Communications Act of 1934, as amended.  FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses and limit concentrations of broadcasting control inconsistent with the public interest.  If these companies do not maintain their radio and television broadcasting licenses, our business could be substantially harmed.

 

Our failure to develop advertising revenues could adversely impact our business.

 

Initially, we intend to generate a significant portion of our revenue from our full-time television programming network, R&RTV, through sales of advertising time, television commerce of travel packages and sponsorships of programming enhanced by interactive applications.  We may not be able to obtain long-term commitments from advertisers and sponsors or fully deploy the strategy of interactive applications due to the start-up nature of our business.  Advertisers generally may cancel, reduce or postpone orders without penalty.  Cancellations, reductions or delays in purchases of advertising could occur as a result of a strike, or a general economic downturn in one or more industries or in one or more geographic areas.  If we are unable to generate significant revenue from advertising, it will have a material adverse effect on our business, financial condition and results of operations.

 

We may not be able to maintain our client relationships that we have developed.

 

Our clients are, and will be, comprised primarily of travel agencies, cruise lines, real estate agents and brokers, and national consumer lifestyle product advertisers.  This clientele is fragmented and requires a great deal of servicing to maintain strong relationships.  Our ability to maintain client loyalty will be dependent upon our ability to successfully market and distribute their products. We cannot assure you that we will be successful in maintaining relationships with our artists. Our inability to maintain these relationships could have a material adverse effect on our business, results of operations and financial condition.

 

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We may encounter intense competition from substantially larger and better financed companies.

 

Our success will depend upon our ability to continue to penetrate the consumer market for media-oriented products and establish a television network with sufficient ratings to cover the costs associated with operating the network and provide a return to our investors.  Our Television Network, Travel Company and Real Estate business will compete with more established entities with greater financial resources, longer operating histories and more recognition in the market place than we do.  It is also possible that previously unidentified competitors may enter the market place and decrease our chance of acquiring the requisite market share.  Our future success will depend upon our continued ability to penetrate the market quickly and efficiently.  Our ability to respond to competitive product offerings and the evolving demands of the marketplace will play a key role in our success.  Our failure to develop, maintain and continually improve our distribution process could prevent us from attaining and maintaining sufficient market share.  If we are unable to respond and compete in these markets, it will have a material adverse effect on our business, results of operations and financial condition.

 

Certain legal proceedings and regulatory matters could adversely impact our results of operations.

 

We are involved in certain legal proceedings and are subject from time to time to various claims involving alleged breach of contract claims, intellectual property and other related claims employment issues, vendor matters and other litigations. Certain of these lawsuits and claims, if decided adversely to us or settled by us, could result in material liability to the Company or have a negative impact on the Company’s reputation or relations with its employees, customers, licensees or other third parties. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings could result in substantial costs and may require that the Company devotes substantial time and resources to defend itself. Further, changes in governmental regulations both in the U.S. and in other countries where we conduct business operations could have an adverse impact on our results of operations. See Item 3 — “Legal Proceedings” for further discussion of the Company’s legal matters.

 

We may not be able to adequately manage future growth.

 

If we are successful in implementing our business plan to maturity, the anticipated future growth of the business could place a significant strain on our managerial, operational and financial resources. We cannot assure you that management would effectively manage significant growth in our business.  If we are successful in executing our business plan and achieve our anticipated growth, such success will place significant demands on our management, as well as on our administrative, operational and financial resources.  For us to manage our growth and satisfy the greater financial disclosure and internal control requirements that arise with exiting the development stage and becoming fully operational, we must:

 

·upgrade our operational, financial, accounting and management information systems, which would include the purchase of new accounting and human resources software;

 

·identify and hire an adequate number of operating, accounting and administrative personnel and other qualified employees;

 

·manage new employees and integrate them into our culture;

 

·incorporate effectively the components of any businesses or assets that we may acquire in our effort to achieve or support growth;

 

·closely monitor the actions of our broadcast entities and manage the contractual relationships we have with them; and

 

·develop and improve financial and disclosure processes to satisfy the reporting requirements of the SEC, including Section 404 of the Sarbanes-Oxley Act of 2002, and the Financial Industry Regulatory Authority.

 

The failure to adequately manage any growth would adversely affect our business operations and financial results.

 

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Mr. Kerby and Don Monaco own approximately 99% of our voting securities which gives them significant influence over the affairs of our Company.

 

Bill Kerby (CEO) and Don Monaco (Director), collectively control approximately 99% of our voting securities which gives them voting control over our Company. Bill Kerby, our Chief Executive Officer, owns 809,611 shares of Series A Preferred Stock, Don Monaco a director owns 1,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is equal to 100 votes and votes on the same basis as the common stock. As a result Messrs. Kerby and Monaco collectively control approximately 99% of our voting securities, thereby giving them significant influence in electing our directors and appointing management possibly delaying or preventing mergers or deals and surpressing the value of our common stock.

 

We may be unable to adequately react to market changes.

 

Our success is partially dependent upon our ability to develop our market and change our business model as may be necessary to react to changing market conditions.  Our ability to modify or change our business model to fit the needs of a changing market place is critical to our success, and our inability to do so could have a material adverse effect on our business, liquidity and financial condition.

 

There are potential conflicts of interests and agreements that are not subject to arm’s length negotiations.

 

There may be conflicts of interest between our management and our non-management stockholders.

 

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management’s personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management’s own pecuniary interest may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may in the future be affiliated with, may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the Registrant that will be entitled to proceed with the proposed transaction.  

 

Risks Related to Investment in Our Securities

 

There is not presently an active market for shares of our common stock, and therefore, you may be unable to sell any shares of common stock in the event that you need a source of liquidity.

 

Although our common stock is quoted on the OTCBB, the trading market in our common stock has substantially less liquidity than the trading in stock on other markets or stock of other companies quoted on the OTCBB.  A public trading market in our common stock having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common stock at any time.  This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control.  In the event an active market does not develop, you may be unable to sell your shares of common stock at or above the price you paid for them or at any price. Also, due to a significant amount of issuances of our stock in a short period of time, the Depository Trust Corporation has placed a temporary “chill” on new issuances which may further delay the transfer of shares.

 

Existing stockholders may suffer substantial dilution with future issuances of our common stock.

 

We anticipate issuing a substantial amount of common stock within the next several years, either in connection with our equity incentive plan for directors, officers, key employees and consultants, or in private or public offerings to meet our working capital requirements. In addition, we have convertible debt and 180,590 outstanding warrants.  Also, there are currently 1,809,611 shares of the Company’s Series A Preferred Stock, which are convertible into shares of common stock at the lower of a) a conversion of $0.50 per share or b) at the lowest price the corporation has issued stock as part of a financing. Any grants or sales of additional shares of our common stock, or exercise of our convertible instruments will have a dilutive effect on the existing stockholders, which could adversely affect the value of our common stock.

 

Our management, through its significant ownership of our common and preferred stock, has substantial control over our operations.

 

Our management owns a significant portion of the total outstanding shares of our common stock.  These officers and employees have been and will continue to be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions.

 

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We have never paid cash dividends and do not anticipate paying any in the foreseeable future.

 

We have never declared or paid a cash dividend and we do not expect to have any cash with which to pay cash dividends in the foreseeable future. If we do have available cash, we intend to use it to grow our business.

 

Our incorporation documents and Nevada law may inhibit a takeover that stockholders consider favorable and could also limit the market price of your shares of common stock, which may inhibit an attempt by our stockholders to change our direction or management.

 

Nevada law and our certificate of incorporation contain provisions that could delay or prevent a change in control of our company. Some of these provisions include the following:

 

(a)authorize our board of directors to determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the preferred stock and to fix the number of shares constituting any series and the designation of such series without further action by our stockholders; and

 

(b)prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

 

These and other provisions in our amended and restated certificate of incorporation and under Nevada law could reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

 

We adopted provisions in our amended and restated certificate of incorporation limiting the liability of management to stockholders.

 

We have adopted provisions, and will maintain provisions, to our amended and restated certificate of incorporation that limit the liability of our directors, and provide for indemnification by us of our directors and officers to the fullest extent permitted by Nevada law.  Our amended and restated certificate of incorporation and Nevada law provides that directors have no personal liability to third parties for monetary damages for actions taken as a director, except for breach of duty of loyalty, acts or omissions not in good faith involving intentional misconduct or knowing violation of law, unlawful payment of dividends or unlawful stock repurchases, or transactions from which the director derived improper personal benefit.  Such provisions limit the stockholders’ ability to hold directors liable for breaches of fiduciary duty and reduce the likelihood of derivative litigation against directors and officers.  

 

We are subject to the penny stock rules, which may adversely affect trading in our common stock.

 

Currently our common stock is a “low-priced” security under the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealers’ duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent abuses normally associated with “low-priced” securities from being established with respect to our securities.

 

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

 

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, the Company will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

 

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Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2.  Properties

 

The Company leases approximately 6,500 square feet of office space in Weston, Florida pursuant to a lease agreement, with Bednar Farms, Inc. of the building located at 2690 Weston Road, Weston, Florida 33331. In accordance with the terms of the lease agreement, the Company is renting the commercial office space, for a term of five years commencing January 1, 2011 through December 31, 2015. The rent for the year ending February 29, 2012 was $138,405. The Company currently does not own any real property.

 

Item 3.  Legal Proceedings

 

The Company is a defendant in a lawsuit filed by Gari Media Group, Inc. In the United States District court for central district of California alleging that Next 1 owes $75,000 from a video and music production agreement provided for the company‘s television network. The Company is vigorously defending the allegations and has made a settlement offer.

 

The Company is a defendant in a lawsuit filed by Liquids Marketing, Inc. in Illinois state court alleging than Next 1 owes $350,000 from a production and content distribution agreement provided for the Company’s video on demand network. The Company is vigorously defending the allegations.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

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PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a) Market Information

 

Our common stock currently trades on the Over the Counter Bulletin Board under the ticker symbol “NXOI.OB.” Our fiscal year end is February 28.  The following table sets forth the high and low trade information for our common stock for each quarter since of the past two (2) fiscal years as follows:

 

Period  High Price   Low Price 
         
Fiscal Year Ended February 28, 2011          
First Quarter  $550.00   $255.00 
Second Quarter  $505.00   $205.00 
Third Quarter  $335.00   $200.00 
Fourth Quarter  $225.00   $50.00 
           
Fiscal Year Ended February 29, 2012          
First Quarter  $140.00   $35.00 
Second Quarter  $55.00   $5.50 
Third Quarter  $18.00   $4.00 
Fourth Quarter  $5.10   $0.80 

 

Common Stock

 

Our Certificate of Incorporation authorizes the issuance of 5,000,000 shares of Common Stock, par value $0.00001 per share. As of June 5, 2012, there are 4,080,753 shares of common stock issued and outstanding.

 

Preferred Stock

 

The aggregate number of shares of Preferred Stock that the Corporation will have authority to issue is One Hundred Million (100,000,000), with a par value of $0.00001 per share.

 

The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock.

 

Series A Preferred Stock

 

On October 14, 2008, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada therein establishing out of the our “blank check” Preferred Stock, par value of $0.00001 per share, a series designated as Series A 10% Cumulative Convertible Preferred Stock consisting of 3,000,000 shares (the “Series A Preferred Stock”). On October 22, 2009, the Company filed an Amended and Restated Certificate of Designations of Series A 10% Cumulative Preferred Stock of Next One Interactive, Inc., a Nevada Corporation, pursuant to NRS 78.1955. The Company has authorized 3,000,000 shares, par value $.01 per share and designated as Series A 10% Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”).  The Company has 1,809,611 and 663,243 shares issued and outstanding as of February 29, 2012 and February 28, 2011, respectively.

 

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The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of  the Corporation and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. Per the terms of the Amended and Restated Certificate of Designations, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Corporation, may elect to convert all or any part of such holder’s shares of Series A Preferred Stock into Common Stock at a conversion rate of the lower of (a) $0.50 per share or (b) at the lowest price the Company has issued stock as part of a financing.  Additionally, the holders of Series A Preferred Stock, may by written notice to the Corporation, may convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Corporation, secured by a security interest in all of the Corporation and its’ subsidiaries, at a rate of $0.50 of debt for each share of Series A Preferred Stock.

 

On October 14, 2008, we issued an aggregate of 504,763 shares of Series A Preferred Stock to William Kerby, the Company’s Chief Executive Officer, in recognition of outstanding loans, personal assets pledged and personal guarantees provided by the executive, all deemed essential in allowing the Company to continue operating. On May 10, 2010, an additional 78,480 shares of Series A Preferred Stock was issued to Mr. Kerby as settlement for accrued dividends. On August 31, 2009, we issued 75,000 shares of Series A Preferred Stock to Anthony Byron, the Company’s former Chief Operating Office, in recognition of deferred compensation. On May 10, 2010, an additional 5,000 shares of Series A Preferred Stock was issued to Mr. Byron as settlement for accrued dividends.

 

On April 8, 2011, Mr. Byron converted 80,000 shares of Series A Preferred Stock and unpaid accrued dividends of $7,320 into 873 shares of Common Stock. On September 30, 2011, the Company issued 226,368 shares of Preferred Series A stock to Mr. Kerby in lieu of dividends in arrears. On January 30, 2012, the Company converted into Preferred Series A shares $1,000,000 of convertible promissory notes and issued 1,000,000 shares of Preferred Stock at $1.00 per share to Donald P Monaco, a member of the board of directors.

 

Mr. Kerby also owns 6,842 shares of common stock and 400 vested stock options, which together with his Series A Preferred Stock, gives him the right to a vote equivalent to 80,967,955 shares of common stock, representing 44.49% of the total votes. Mr. Monaco also owns 1,000 shares of common stock and 200 vested stock options, which together with his Series A Preferred Stock, gives him the right to a vote equivalent to 100,001,000 shares of common stock, representing 55.3% of the total votes.

 

Series B Preferred Stock

 

The Company has authorized 3,000,000 shares of Series B 10% Cumulative Convertible Preferred Stock consisting of 3,000,000 shares (the “Series B Preferred Stock”). The holders of record of shares of Series B Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of  the Corporation and shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock. Preferred stockholders may elect to convert all or any part of such holder’s shares into Common Stock at a conversion formula of the greater of (i.e. whichever formula yields the greater number of shares of Common Stock upon conversion): (1) twelve and one-half (12.5) shares of Common Stock for each share of Series B Preferred Stock converted  or (2) the number of shares of Series B Preferred Stock being converted multiplied by a fraction, the numerator of which is $1.00 and the denominator of which is 80% of the lower of (a) the lowest price at which the Company issued a share of Common Stock on or after January 1, 2006 up to the date of such conversion or (b) the lowest market price of a share of Common Stock up to the date of such conversion.

 

In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary (any of the foregoing, a “liquidation”), holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Common Stock or any other series of Preferred Stock by reason of their ownership thereof an amount per share equal to $1.00 for each share (as adjusted for any stock dividends, combinations or splits with respect to such shares) of Series B Preferred Stock held by each such holder, plus the amount of accrued and unpaid dividends thereon (whether or not declared) from the beginning of the dividend period in which the liquidation occurred to the date of liquidation.

 

There were no Series B Preferred shares issued and outstanding at February 29, 2012 and February 28, 2011, respectively.

 

Series C Preferred Stock

 

The Company has authorized 1,750,000 shares of Series C Senior Preferred Stock (“Series C Preferred Stock”). Each share of Series C Preferred Stock is convertible into one hundred (100) shares of the Company’s Common Stock. Holders of the Series C Preferred Stock shall be entitled to NO votes for each share of Series C Preferred Stock held.

 

There were no Series C Preferred shares issued and outstanding at February 29, 2012 and February 28, 2011, respectively.

 

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Options, Warrants and Convertible Securities

 

As of June 13, 2012, there are 4,050 issued and outstanding options. We have approximately 180,590 outstanding warrants. We also have convertible debt outstanding in the amount of $8,696,905, convertible at various rates into approximately 1,819,560 shares of common stock. There are currently 1,809,611 shares of the Company’s Series A Preferred Stock which convertible into shares of common stock at the lower of a) a conversion of $0.50 per share or b) at the lowest price the corporation has issued stock as part of a financing into approximately 1,645,101 shares of common stock.

 

Recent Sales of Unregistered Securities

 

During the fiscal year ended February 29, 2012, the Company issued 7,800 shares of its common stock that were not previously reported in a current report on Form 8-K or a periodic report on Form 10-Q.

 

During the fiscal year ended February 29, 2012, the Company issued 12,530 warrants to purchase shares of its common stock that were not previously reported in a current report on Form 8-K or a periodic report on Form 10-Q.

 

(b) Holders

 

As of June 13, 2012, we had approximately 600 holders of record of our common stock, and 2 holders of our preferred stock.

 

(c) Dividends

 

The Series A Preferred Stock is entitled to receive cash dividends out of any assets legally available therefore, prior and in preference to any declaration or payment of any dividend on any other class of Preferred Stock or Common Stock at an annual rate of 10% of the $1.00 liquidation value preference per share. Such dividends shall be cumulative and shall be payable on the first day of April, July, October and January. To date, we have not paid any cash dividends and dividends payable on the Series A Preferred Stock were converted on May 10, 2010 to additional shares of Series A Preferred Stock. On April 8, 2011, 80,000 shares of Series A Preferred Stock and unpaid accrued dividends of $7,320 were converted into 873 shares of Common Stock. On September 30, 2011, the Company issued 226,368 shares of Preferred Series A stock lieu of dividends in arrears

 

We currently intend to retain all future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on common stock in the foreseeable future. Any future dividends will be at the discretion of the board of directors, after taking into account various factors, including among others, operations, current and anticipated cash needs and expansion plans, the income tax laws then in effect, the requirements of Nevada law, and any restrictions that may be imposed by our future credit arrangements.

 

Transfer Agent

 

American Stock Transfer & Trust Company, LLC

59 Maiden Lane

Plaza Level

New York, NY 10038

 

Item 6.  Selected Financial Data.

 

Not applicable.

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.

 

26
 

 

Forward Looking Statements

 

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

 

·discuss our future expectations;

 

·contain projections of our future results of operations or of our financial condition; and

 

·state other “forward-looking” information.

 

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Business” and elsewhere in this Annual Report. See “Risk Factors.”

 

Unless stated otherwise, the words “we,” “us,” “our,” “the Company,” “Next 1 Interactive, Inc.,” or “Next 1” in this Annual Report collectively refers to the Company.

 

Recent Acquisitions

 

None.

 

Evolving Industry Standards; Rapid Technological Changes

 

The technologies used in the pay television industry are rapidly evolving. Many technologies and technological standards are in development and have the potential to significantly transform the ways in which programming is created and transmitted. We cannot accurately predict the effects that implementing new technologies will have on our programming and broadcasting operations. We may be required to incur substantial capital expenditures to implement new technologies, or, if we fail to do so, may face significant new challenges due to technological advances adopted by competitors, which in turn could result in harming our business and operating results.

 

The Company’s success in its business will depend in part upon its continued ability to enhance its existing products and services, to introduce new products and services quickly and cost effectively to meet evolving customer needs, to achieve market acceptance for new product and service offerings and to respond to emerging industry standards and other technological changes. There can be no assurance that the Company will be able to respond effectively to technological changes or new industry standards. Moreover, there can be no assurance that competitors of the Company will not develop competitive products, or that any such competitive products will not have an adverse effect upon the Company’s operating results.

 

Moreover, management intends to continue to implement “best practices” and other established process improvements in its operations going forward. There can be no assurance that the Company will be successful in refining, enhancing and developing its operating strategies and systems going forward, that the costs associated with refining, enhancing and developing such strategies and systems will not increase significantly in future periods or that the Company’s existing software and technology will not become obsolete as a result of ongoing technological developments in the marketplace.

 

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Travel Industry Trends

 

Our current revenue is primarily derived from customers accessing our travel websites: NextTrip.com, Maupintour and Cruise Shoppes. According to PhoCusWright, 2007 is the first year in which more than half of all travel in the U.S. was purchased online. The remainder of travel in the U.S. was booked through traditional offline channels. Suppliers, including airlines, hotels and car rental companies, have continued to focus their efforts on direct sale of their products through their own websites, further promoting the migration of customers to online booking. In the current environment, suppliers’ websites are believed to be taking market share domestically from both online travel companies (“OTCs”) and traditional offline travel companies.

 

In the U.S., the booking of air travel has become increasingly driven by price. As a result, we believe that OTCs will continue to focus on differentiating themselves from supplier websites by offering customers the ability to selectively combine travel products such as air, car, hotel and destination services into one-stop shopping vacation packages.

 

Despite the increase in online marketing costs, the continued growth of search and meta-search sites as well as Web 2.0 features creates new opportunities for travel websites to add value to the customer experience and generate advertising revenue. Web 2.0 is a term used to describe content features such as social networks, blogs, user reviews, videos and podcasts such as our NextTrip.com, NetTripRadio.com, Maupitour.Com, and CruiseShoppes.com websites. We believe that the ability of Web 2.0 websites will add value for customers, suppliers and third-party partners while simultaneously creating new revenue streams.

 

Sufficiency of Cash Flows

 

Because current cash balances and projected cash generation from operations are not sufficient to meet the Company’s cash needs for working capital and capital expenditures, management intends to seek additional equity or obtain additional credit facilities. The sale of additional equity could result in additional dilution to the Company’s shareholders. A portion of the Company’s cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company evaluates potential acquisitions of such businesses, products or technologies.

 

RESULTS OF OPERATIONS

 

Results of Operations for the Fiscal Year Ended February 29, 2012 Compared to the Fiscal Year Ended February 28, 2011

 

Revenues. Our total revenues decreased 49% to $1,292,517 for the fiscal year ended February 29, 2012, compared to $2,543,000 for the fiscal year ended February 28, 2011, a decrease of $1,250,483. The decrease is due to the R & R television network being off of Direct TV.

 

Revenues from the travel segment decreased 15% to $865,878 for the fiscal year ended February 29, 2012, compared to $1,023,366 for the fiscal year ended February 28, 2011, a decrease of $157,488. Travel revenue is generated from its luxury tour operation which provides escorted and independent tours worldwide to upscale travelers. The decrease is due to the decline in tours and cruises sold.

 

Revenues from advertising decreased 72% to $426,639 for the fiscal year ended February 29, 2012, compared to $1,519,634 for the fiscal year ended February 28, 2011, a decrease of $1,092,995. Advertising revenue is generated from the sale of advertising time on R&R TV including advertisements shown during a program (also known as short-form advertising) and infomercials in which the advertisement is the program itself (also known as long-form advertising). The ability to sell time for commercial announcements and the rates received decreased primarily to the television network being off of Direct TV.

 

 Cost of revenues. Cost of revenues decreased 64% to $3,558,714 for fiscal year ended February 29, 2012, compared to $9,964,619 for the fiscal year ended February 28, 2011, a decrease of $6,405,905. The decrease in cost is primarily due to the network being off Direct TV.

 

Operating expenses. Our operating expenses include salaries and benefits, selling and promotion, general and administrative: finance fees incurred in raising capital, amortization of intangibles, legal and accounting fees, consulting fees and miscellaneous operating expenses. Our total operating expenses decreased 9% from $12,788,514 for the fiscal year ended February 28, 2011 to $11,691,200 for the fiscal year ended February 29, 2012, a decrease of $1,097,314.

 

The decrease was primarily due to a decrease in finance fees of $1,912,684, salaries and benefits of $512,150, legal and accounting of $90,864, consulting fees of $2,929,855 and bank and other finance charges of $443,587; offset by an increase in amortization of intangibles of $876,939 and of debt discount of $3,718,808 and miscellaneous operating expenses of $196,079.

 

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Other expense. Interest expense increased 122% to $1,231,199 for the fiscal year ended February 29, 2012, compared to $553,893 for the fiscal year ended February 28, 2011, an increase of $667,306 primarily due to the $7,121,776 increase in amount of convertible promissory notes. Loss on settlement of debt conversions increased 100% to 258,443 for the fiscal year ended February 29, 2012, compared to $-0- for the fiscal year ended February 28, 2011 primarily due to the settlement of advances and shareholder loans through stock issuances. Gain in the change in fair value of derivatives increased 8,287% to $2,223,649 for the fiscal year ended February 29, 2012, compared to $26,514 for the fiscal year ended February 28, 2011, an increase of $2,197,135 primarily due to the increase of convertible promissory notes with embedded variable conversion features. A loss on impairment of intangible assets in the amount of $1,856,054 was recorded in the fiscal year ended February 29, 2012, representing a decrease of $5,413,776 or 74% compared to $7,269,830 recorded in the fiscal year end February 28, 2011 reducing the value of the intangible asset for the R&R TV network to zero. A gain on legal settlement in the amount of $1,520,529 was recorded in the fiscal year ended February 29, 2012, representing a decrease of $3,382,898 or 69% compared to $4,903,427 recorded in the fiscal year end February 28, 2011 as the Company incurred legal settlement(s) of outstanding accounts payable in the current fiscal year. Other expense increased 39% to $92,151 for the fiscal year ended February 29, 2012, compared to $66,428 for the fiscal year ended February 28, 2011 primarily due to the modification in terms of various outstanding warrant agreements.

 

Net Loss. We had a net loss of $13,651,066 for the fiscal year ended February 29, 2012 compared to a net loss of $23,170,343 for the fiscal year ended February 28, 2011. The decrease from 2011 to 2012 was primarily due to the television network being off during the year, reducing labor and production costs. See following discussions on cost of revenues and operating expenses and the notes to the consolidated financial statements included in this Annual Report.

 

Assets. Our total assets were $462,647 at February 29, 2012 compared to $4,544,825 at February 28, 2011. The decrease from 2011 to 2012 was primarily due to a decrease in amortizable intangible assets from $3,175,506 to $96,591, net of amortization, resulting from recording the impairment of R&RTV assets in the amount of $1,856,054.

 

Liabilities. Our total liabilities were $14,696,097 at February 29, 2012 compared to $14,810,964 at February 28, 2011.

 

Accounts payable and accrued expenses decreased from $2,884,838 for the fiscal year ended February 28, 2011 to $2,012,489 for the fiscal year ended February 29, 2012. The decrease was due primarily to the decrease in accounts payable of $1,125,457, deferred salaries of $18,688, accrued expenses of $21,626 and offset by an increase in accrued interest of $293,422.

 

Other Current Liabilities decreased from $1,023,476 for the fiscal year ended February 28, 2011 to $603,953 for the fiscal year ended February 29, 2012. The decrease was due primarily to decrease in customer deposits of $68,162 for tours to be taken in the future, deferred revenue of $122,788 and barter-deferred revenue of $294,000, offset by an increase in contingent liabilities of $65,427.

 

Derivative liabilities – convertible promissory notes increased from $135,348 for the fiscal year ended February 28, 2011 to $916,202 for the fiscal year ended February 29, 2012. The increase was primarily due to the increase in the issuance of convertible promissory notes with variable conversion features embedded within the debt instrument.

 

Derivative liabilities – preferred series A increased from $538,328 for the fiscal year ended February 28, 2011 to $1,338,017 for the fiscal year ended February 29, 2012. The increase was primarily due to the issuance of 1,000,000 shares of preferred series A stock with variable conversion features embedded within the equity instrument.

 

Convertible promissory notes, related party and non-related party, increased from $650,683 for the fiscal year ended February 28, 2011 to $7,772,459 for the fiscal year ended February 29, 2012, net of debt discount. The increase was primarily due to the issuance of new convertible promissory notes through proceeds received from third party investors, conversions of bridge loans to convertible promissory notes and assignment of principal from current noteholders to new third party investors.

 

Other advances decreased from $257,000 for the fiscal year ended February 28, 2011 to $68,000 for the fiscal year ended February 29, 2012. The decrease was primarily due to the conversion of advances into shares of common stock and convertible promissory notes.

 

Other notes payable decreased from $6,927,870 for the fiscal year ended February 28, 2011 to $70,000 for the fiscal year ended February 29, 2012. The decrease was primarily due to principal payments, conversions into shares of common stock and convertible promissory notes.

 

Shareholder loans decreased from $1,042,393 for the fiscal year ended February 28, 2011 to $840,000 for the fiscal year ended February 29, 2012. The decrease was primarily due to the excess of the conversion of advances into shares of common stock and convertible promissory notes over the proceeds received from advances.

 

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Capital lease payable decreased from $76,644 for the fiscal year ended February 28, 2011 to $25,405 for the fiscal year ended February 29, 2012. The decrease was primarily due to the principal payments applied against the outstanding balance.

 

Notes payable decreased from $1,274,384 for the fiscal year ended February 28, 2011 to $1,049,572 for the fiscal year ended February 29, 2012. The decrease was primarily due to the excess of principal payments and conversions to convertible promissory notes over proceeds received from third party investors.

 

Total Stockholders’ Deficit. Stockholders’ deficit increased from $10,266,139 for the fiscal year ended February 28, 2011 to $14,233,450 for the fiscal year ended February 29, 2012. The increase was primarily due to the increase of net loss over stock issuances, common and preferred, resulting from conversion of promissory notes from debt to equity.

 

Contractual Obligations. The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities:

 

   Current   Long-Term     
   FY2013   FY2014   FY 2015   Totals 
Consulting  $53,500   $70,500   $106,500   $230,500 
Leases   152,745    158,872    357,132    668,749 
Other   35,406    95,224    95,544    226,174 
Totals  $241,651   $324,596   $559,176   $1,125,423 

 

Liquidity and Capital Resources; Going Concern

 

At February 29, 2012, the Company had $12,989 cash on-hand, a decrease of $406,828 from $419,817 at the start of fiscal 2011. The decrease in cash was primarily due to the Company meeting day to day operating expenses, promissory note obligations and compliance with terms under an option agreement.

 

Net cash used by operations was $4,822,423 for the year ended February 29, 2012, decrease of $4,791,014 from $9,613,440 used during fiscal 2011. The decrease was primarily due to the television network being offline during most of the fiscal year resulting in a reduction of operating costs.

 

Net cash used in investing activities decreased $17,446 to $305,000 for the year ended February 29, 2012 compared to $322,446 for fiscal 2011. The decrease is attributable to the excess of technology development costs and investment in treasury stock over the investment in an option agreement.

 

Net cash provided by financing activities decreased $5,423,203 to $4,720,595 for the year ended February 29, 2012, compared to $10,143,798 during fiscal 2011. The decrease is attributable to the decrease in net proceeds from other advances, shareholder loans, promissory notes and stock issuances, offset by increase in net proceeds from promissory notes.

 

The growth and development of our business will require a significant amount of additional working capital. We currently have limited financial resources and based on our current operating plan, we will need to raise additional capital in order to continue as a going concern. We currently do not have adequate cash to meet our short or long term objectives. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders.

 

Since our inception in June 2002, we have been focused on the travel industry solely through the internet. We have recently changed our business model from a company that generates nearly all revenues from its travel divisions to a media company focusing on travel and real estate by utilizing multiple media platforms including the internet, radio and television. As a company that has recently changed our business model and emerged from the development phase with a limited operating history, we are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. We cannot assure you that the business will continue as a going concern or ever achieve profitability. Due to the absence of an operating history under the new business model and the emerging nature of the markets in which we compete, we anticipate operating losses until such time as we can successfully implement our business strategy, which includes all associated revenue streams.

 

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Since our inception, we have financed our operations through numerous debt and equity issuances.

 

The Company will need to raise substantial additional capital to support the on-going operation and increased market penetration of our Video on Demand real estate and travel business and R&RTV including the development of national sales representation for national and global advertising and sponsorships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support the business.  We believe that in the aggregate, we will need approximately $1 million to $5 million to support and expand the network reach, repay debt obligations, provide capital expenditures for additional equipment and satisfy payment obligations under carriage/distribution agreements, office space and systems required to manage the business, and cover other operating costs until our planned revenue streams from media advertising, sponsorships, e-commerce, travel and real estate are fully-implemented and begin to offset our operating costs.  There can be no assurances that the Company will be successful in raising the required capital to complete this portion of its business plan.

 

To date, we have funded our operations with the proceeds from the private equity financings. The Company issued these shares without registration under the Securities Act of 1933, as amended, afforded the Company under Section 4(2) promulgated thereunder due to the fact that the issuance did not involve a public offering of securities. The shares were sold solely to “accredited investors” as that term is defined in the Securities Act of 1933, as amended, and pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(2) and Regulation D thereunder.

 

Currently, revenues provide less than 10% of the company’s cash requirements. The remaining cash need is derived from raising additional capital. The current monthly cash burn rate is approximately $300,000. We expect the monthly cash burn rate will gradually increase to approximately $1.0 million, with the expectation of profitability by the fourth quarter of fiscal 2013.

 

Our multi-platform media revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven and there can be no assurance that we can achieve profitable operations. Our ability to generate revenues depends, among other things, on our ability to operate our television network and create enough viewership to provide advertisers, sponsors, travelers and home buyers value. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, or achieve or sustain profitability.

 

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Significant Accounting Policies

 

Use of Estimates

 

The Company’s significant estimates include allowance for doubtful accounts and accrued expenses. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements taken as a whole, the actual amounts of such estimates, when known, will vary from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted.

 

Accounts Receivable

 

The Company extends credit to its customers in the normal course of business. Further, the Company regularly reviews outstanding receivables, and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company also performs ongoing credit evaluations of customers’ financial condition. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations.

 

Impairment of Long-Lived Assets

 

In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

During the year ended February 29, 2012 and February 28, 2011, the Company identified and recognized impaired losses of $1,856,054 and $7,269,830, respectively, on long-lived assets.

 

Website Development Costs

 

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”.  Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.

 

Management placed the website into service during the fiscal year ended February 29, 2012, subject to straight-line amortization over a three year period.

 

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Goodwill and Intangible Assets

 

The Company applies Accounting Standards Codification 350-20 “Goodwill and Other”, which established accounting and reporting requirements for goodwill and other intangible assets. The standard requires that all intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented or exchanged must be recognized as an asset apart from goodwill. Intellectual properties obtained through acquisition, with indefinite lives, are not amortized, but are subject to an annual assessment for impairment by applying a fair value based test. Intellectual properties that have finite useful lives are amortized over their useful lives. Amortization expense for the years ended February 29, 2012 and February 28, 2011 was $1,222,861 and $2,201,973, respectively.   Additionally, an impairment loss in the amount of $1,856,054 and $7,269,830 has been recognized for the year ended February 29, 2012 and February 28, 2011, respectively.

 

Convertible Debt Instruments

 

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis.  Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification.  The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital.  Debt discount is amortized to interest expense over the life of the debt.

 

Earnings per Share

 

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. The Company’s common stock equivalents include the following:

 

   February 29,
2012
   February 28,
2011
 
Series A convertible preferred stock   1,645,101    6,632 
Series B convertible preferred stock   -0-    -0- 
Series C convertible preferred stock   -0-    -0- 
Warrants to purchase common stock issued, outstanding and exercisable   180,590    70,299 
Stock options issued, outstanding and exercisable   4,050    -0- 
Shares on convertible promissory notes   1,819,560    5,546 
    3,649,301    82,477 

 

Revenue Recognition

 

Barter

 

Barter transactions represent the exchange of advertising or programming for advertising, merchandise or services. Barter transactions which exchange advertising for advertising are accounted for in accordance with EITF Issue No. 99-17 “Accounting for Advertising Barter Transactions” (ASC Topic 605-20-25), which are recorded at the fair value of the advertising provided based on the Company’s own historical practice of receiving cash for similar advertising from buyers unrelated to the counterparty in the barter transactions.

 

Barter transactions which exchange advertising or programming for merchandise or services are recorded at the monetary value of the revenue expected to be realized from the ultimate disposition of merchandise or services. Expenses incurred in broadcasting barter provided are recorded when the program, merchandise or service is utilized.

 

Barter revenue of approximately $-0- and $323,000 has been recognized for the year ended February 29, 2012 and February 28, 2011 respectively, and barter expenses of approximately $-0- and $359,000 has been recognized for the year ended February 29, 2012 and February 28, 2011 respectively.

 

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Travel

 

Gross travel tour revenues represent the total retail value of transactions booked for both agency and merchant transactions recorded at the time of booking, reflecting the total price due for travel by travelers, including taxes, fees and other charges, and are generally reduced for cancellations and refunds.  We also generate revenue from paid cruise ship bookings in the form of commissions.  Commission revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

 

Advertising

 

We recognize advertising revenues in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than one month, revenues are recognized ratably over the period as described below. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue based on a measure of proportionate performance of its obligation under the insertion order. The Company measures proportionate performance by the number of placements delivered and undelivered as of the reporting date. The Company uses prices stated on its internal rate card for measuring the value of delivered and undelivered placements. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed or clicks delivered during the period.

 

Under these policies, no revenue is recognized unless persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is deemed reasonably assured. The Company considers an insertion order signed by the client or its agency to be evidence of an arrangement.

 

Cost of Revenues

 

Cost of revenues includes costs directly attributable to services sold and delivered. These costs include such items as broadcast carriage fees, costs to produce television content, sales commission to business partners, hotel and airfare, cruises and membership fees.

 

Sales and Marketing

 

Sales and marketing expenses consist primarily of advertising and promotional expenses, salary expenses associated with sales and marketing staff, expenses related to our participation in industry conferences, and public relations expenses.  The goal of our advertising is to acquire new subscribers for our e-mail products, increase the traffic to our Web sites, and increase brand awareness.

 

Advertising Expense

 

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the year ended February 29, 2012 and February 28, 2011 was $55,551 and $439,573, respectively.

 

Share Based Compensation

 

The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transitions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments.

 

In March 2005 the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10.

 

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Recent Accounting Pronouncements

 

In May 2011, the FASB and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first reporting annual period beginning after December 15, 2011 and shall be applied prospectively. We do not expect this standard to have any material effect on our consolidated financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This update is intended to increase the prominence of other comprehensive income in the financial statements by requiring public companies to present comprehensive income either as a single statement detailing the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income or using a two statement approach including both a statement of income and a statement of comprehensive income. The option to present other comprehensive income in the statement of changes in equity has been eliminated. The amendments in this update, which should be applied retrospectively, are effective for public companies for fiscal years, and interim periods beginning after December 15, 2011. The adoption of this guidance will not have any impact on the Company's condensed consolidated financial statements.

 

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During September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, ("ASU Update No. 2011-08). ASU Update No. 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU Update No. 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350,  Intangibles - Goodwill and Other.  The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU Update No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment test performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made for issuance. We will be adopting ASU Update No. 2011-08 during our fourth quarter of fiscal 2012 and do not expect the adoption to have a material impact on our financial results.

 

During November 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, (ASU Update No. 2011-11). ASU Update No. 2011-11, requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the statement of financial position (balance sheet). An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We will be adopting ASU Update No. 2011-11during our first quarter of fiscal 2014.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

 

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 8.  Financial Statements and Supplementary Data.

 

Our consolidated financial statements are contained in pages F-1 through F-40 which appear at the end of this annual report.

 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

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Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered in this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2012.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), who concluded, that because of the material weakness in our internal control over financial reporting described below that, our disclosure controls and procedures were not effective as of February 29, 2012.  A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’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 that Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our management is also responsible for establishing internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934.

 

Our internal controls over financial reporting are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that:

 

(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

As of February 29, 2012, management assessed the effectiveness of our internal controls over financial reporting (ICFR) based on the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of February 29, 2012 and that material weaknesses in ICFR existed as more fully described below.

 

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of February 29, 2012:

 

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·The Company does not have an independent audit committee or audit committee financial expert. These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management. Our management determined that this deficiency constituted a material weakness.

 

·Due to liquidity issues, we are not able to immediately take any action to remediate this material weakness. However, when conditions allow, we will expand our board of directors and establish an independent audit committee consisting of a minimum of three individuals with industry experience including a qualified financial expert.  Notwithstanding the assessment that our ICFR was not effective and that there was a material weakness as identified herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

 

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

 

There was no change in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.  Other Information

 

None.

 

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PART III

 

Item 10.  Directors, Executive Officers and Corporate Governance

 

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers at June 13, 2012.  The terms of all of the directors, as identified below, will run until their successors are elected and qualified.

 

NAME   AGE   POSITION  

OFFICER AND/OR

DIRECTOR SINCE

             
William Kerby   55   Chief Executive Officer and Chairman   2008
Adam Friedman   47   Chief Financial Officer   2010
Warren Kettlewell   66   Director   2011
Pat LaVecchia   45   Director   2011
Don Monaco   59   Director   2012

 

Management and Director Biographies:

 

William Kerby – Chief Executive Officer and Chairman:

 

William Kerby, age 55 is the founder of Next 1, Interactive, Inc.  From 2008 to present, he has been the architect of the Next One model, overseeing the development and operations of the Travel, Real Estate and Media divisions of the company. From 2004 to 2008, Mr. Kerby served as the Chairman and CEO of Extraordinary Vacations Group whose operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations and the Travel Magazine - a TV series of 160 travel shows. From 2002 to 2004 Mr. Kerby was Chairman of Cruise & Vacation Shoppes after it was acquired by a small group of investors and management from Travelbyus. Mr. Kerby was given the mandate to expand the operations focusing on a “marketing driven travel model.” In June 2004 Cruise & Vacation Shoppe was merged into Extraordinary Vacations Group. From 1999 to 2002 Mr. Kerby founded and managed Travelbyus, a publicly traded company on the TSX and NASD Small Cap. The launch included an intellectually patented travel model that utilized technology-based marketing to promote its travel services and products. Mr. Kerby negotiated the acquisition and financing of 21 Companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading edge technology in order to build and complete the Travelbyus model. The company had over 500 employees, gross revenues exceeding $3 billion and a Market Cap over $900 million. Prior to this Mr. Kerby founded  Leisure Canada – a company that included a nationwide Travel Agency, international tour operations, travel magazines and the Master Franchise for Thrifty Car Rental British Columbia.

 

Adam Friedman - Chief Financial Officer:

 

On August 16, 2010, the board of directors of the Company appointed Adam Friedman, age 47, to the position of Chief Financial Officer of the Company. Under the terms of his three-year employment agreement expiring on August 15, 2013, Mr. Friedman has agreed to devote all of his time, attention, and ability to the business of the Company. From February 2006 to July 2010, Mr. Friedman previously served as Chief Financial Officer, Corporate Secretary, and Controller for MDwerks, Inc. (“MDwerks”) where his responsibilities included overseeing the company’s finances, human resources department, U.S. Securities & Exchange Commission compliance, and Sarbanes-Oxley compliance. Prior to joining MDwerks, Mr. Friedman served as the Vice President of Finance for CSA Marketing, Inc. from March 2005 to February 2006. For the eleven years prior to March 2005, Mr. Friedman served as the Business Manager/Controller and Director of Financial Planning at the GE/NBC/Telemundo Group, Inc. Mr. Friedman also worked as a Senior Financial Analyst for Knight-Ridder, Inc and as an Audit Senior Accountant for KPMG Peat Marwick. Mr. Friedman received his MBA from St. Thomas University and his BSM from Tulane University.

 

Warren Kettlewell– Director

 

On January 12, 2011, the board of directors appointed Warren Kettlewell, age 66, to the board of directors of the Company. A description of Mr. Kettlewell’s relevant business experience is detailed below. Prior to joining the Company’s board of directors, Mr. Kettlewell was an active investor of the Company for the prior five years. Mr. Kettlewell is currently the President and Chief Executive Officer of Cardar Investments Limited, a privately owned investment company involved in real estate development (“Cardar”). Mr. Kettlewell has held these respective positions at Cardar since founding the company in 1983. Additionally, since 1990, Mr. Kettlewell has been active shareholder in and advisor to Cango Petroleum, Inc., a company in the business of owning and operating independent retail gas stations in Canada. The Company believes that the addition of Mr. Kettlewell to the board of directors will enhance the board with his business and real estate industry experience.

 

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Pat LaVecchia – Director

 

On April 15, 2011, the board of directors appointed Pat LaVecchia, age 45, to the board of directors of the Company.  A description of Mr. LaVecchia’s relevant business experience is detailed below.  Mr. LaVecchia has been a founding principal and Managing Partner of LaVecchia Capital LLC (“LaVecchia Capital”), a merchant banking and investment firm, since 2007 and has over 20 years of experience in the financial industry.  Mr. LaVecchia has built and run several major Wall Street groups and has extensive expertise in capital markets, including initial public offerings, secondary offerings, raising capital for private companies and PIPEs as well as playing the leading role in numerous mergers, acquisitions, private placements and high yield transactions.  Prior to forming LaVecchia Capital, Mr. LaVecchia ran several groups at major firms including: Managing Director and Head of the Private Equity Placement Group at Bear, Stearns & Company (1994 to 1997); Group Head of Global Private Corporate Equity Placements at Credit Suisse First Boston (1997 to 2000); Managing Director and Group Head of the Private Finance and Sponsors Group at Legg Mason Wood Walker, Inc (2001 to 2003); co-founder and Managing Partner of Viant Group (2003-2005) and Managing Director and Head of Capital Markets at FTN Midwest Securities Corp. (2005 to 2007).  Mr. LaVecchia received his B.A., magna cum laude (and elected to Phi Beta Kappa), from Clark University and an M.B.A. from The Wharton School of the University of Pennsylvania with a major in Finance and a concentration in Strategic Planning. In the past, Mr. LaVecchia has served on several public company boards, including as Vice Chairman of InfuSystems, Inc. (INFU). Mr. LaVecchia also currently serves as co-chairman of Premiere Opportunities Group, Inc. (PPBL, OTC), (INFU ) and managing partner of Sulla Global Partners.  Mr. LaVecchia also sits on several advisory boards and non-profit boards. The Company believes that Mr. LaVecchia’s investment banking and business experience allows him to contribute business and financing expertise and qualifies him to be a member of the Board.

 

Don Monaco - Director

 

On August 26, 2011, Next 1 Interactive, Inc. (the “Company”) appointed Don Monaco as a member of its Board of Directors.  Mr. Monaco is the principal owner of Monaco Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport serving airline, military and general aviation customers.  Mr. Monaco previously spent 28 years as an international information technology and business management consultant with Accenture in Chicago, Illinois including 18 years as a partner and senior executive. The Company believes that Mr. Monaco’s senior management experience qualifies him to be a member of the Board.

 

Family Relationships amongst Directors and Officers:

 

There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

None of the executive officers of the Company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

 

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Section 16(a) of the Exchange Act requires the Registrant’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Registrant’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Registrant’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Registrant with copies of all Section 16(a) forms they file.

 

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Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our Common Stock during the fiscal year ended February 29, 2012, were timely filed.

 

Item 11.  Executive Compensation

 

SUMMARY COMPENSATION TABLE

 

The following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our executive officers during the fiscal years ended February 29, 2012 and February 28, 2011

 

Name and principal position  Fiscal
Year
Ended
   Salary   Option
Awards
   All
Other
Compensation
   Total 
                     
William Kerby   2012   $300,000   $5,800   $14,400   $320,200 
CEO and Chairman of the Board (1)   2011   $300,000   $0   $14,400   $314,400 
                          
Adam Friedman   2012   $150,000   $5,800   $0   $155,800 
CFO (2)   2011   $68,750   $0   $0   $68,750 

 

(1)Bill Kerby receives an annual base salary of $300,000 of which $-0- and $90,000 was deferred in 2012 and 2011, respectively. He also receives an auto allowance in the amount of $1,200 per month, as additional compensation

 

(2)On August 16, 2010, the board of directors of the Company appointed Adam Friedman to the position of Chief Financial Officer of the Company.  Mr. Friedman’s annual base salary is $150,000.

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth information for the named executive officers regarding the number of shares subject to both excercisable and unexcercisable stock options and restricted stock, as well as the exercise prices and expiration dates thereof, as of February 29, 2012.

 

Name and principal position  Number of
Securities
Underlying
Unexercised
Options
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
Un-exercisable
   Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned  
Options
   Option
Exercise  
Price
   Option
Expiration
Date
William Kerby, CEO   800    400    -0-   $7.25   10/2/21
                        
Adam Friedman, CFO   800    400    -0-   $7.25   10/2/21

 

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Employment Agreements

 

We have the following employment contracts with the named executive officers:

 

William Kerby has an employment agreement, dated October 15, 2006, with the Company. Pursuant to this employment agreement, Mr. Kerby is employed as the Company’s Chief Executive Officer at an annual base salary of $300,000 in cash and Company common stock.  He may also, as determined by the Board of Directors, receive a year-end performance bonus. The initial term of the agreement commenced June 1, 2002 and terminated June 1, 2008, with an automatic renewal for a period of four years. Upon termination of the second term, the Agreement shall be automatically renewed for successive periods of four years each subject to the same terms and conditions, unless modified or terminated by one or both parties in accordance with the Agreement.

 

Adam Friedman has an employment agreement, dated August 16, 2010, with the Company. Mr. Friedman is employed as the Chief Financial Officer of the Company. Under the terms of his three-year employment agreement expiring on August 15, 2013, Mr. Friedman has agreed to devote all of his time, attention, and ability to the business of the Company. The employment agreement provides that Mr. Friedman will receive a base salary for such services at an annual rate of One Hundred and Fifty Thousand Dollars ($150,000) and he will be eligible for cash bonuses at the discretion of the board of directors. Mr. Friedman is entitled to participate in our 2009 Long-Term Incentive Plan and receive other Company-paid employee benefits.

 

STOCK OPTION PLAN

 

The shareholders approved the Next 1 Interactive, Inc. 2009 Long-Term Incentive Plan (the “2009 Plan”) at the annual shareholders meeting on October 28, 2009.  Under the 2009 Plan, 9,000 shares of common stock are reserved for issuance on the effective date of the 2009 Plan. Utilizing a variety of equity compensation instruments, we plan to use the 9,000 shares under the 2009 Plan to: 

 

(1)Attract and retain key employees and directors, including key Next 1 executives, and

 

(2)Provide an incentive for them to assist Next 1 to achieve long-range performance goals and enable them to participate in the long-term growth of the Company.

 

DIRECTOR COMPENSATION TABLE

 

The following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our directors during the fiscal year ended February 29, 2012.

 

Name and principal position          Option Award                        
                                              
Warren kettlewell (1)                $2,900                                 
Director                                             
                                              
Pat LaVecchia (2)             $ 2,900                                
Director                                             
                                              
Donald P. Monaco (3)             $2,900                                
Director                                             

 

(1)As of February 29, 2012, 400 stock options were outstanding, of which 200 were exercisable.

 

(2)As of February 29, 2012, 400 stock options were outstanding, of which 200 were exercisable.

 

(3)As of February 29, 2012, 400 stock options were outstanding, of which 200 were exercisable.

 

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Committees of the Board of Directors

 

Because of our limited resources, our Board does not currently have an established audit committee or executive committee. The current members of the Board perform the functions of an audit committee, governance/nominating committee, and any other committee on an as needed basis. If and when the Company grows its business and/or becomes profitable, the Board intends to establish such committees.

 

Code of Business Conduct and Code of Ethics

 

Our Board has adopted a Code of Business Conduct and Ethics.

 

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

 

The following table sets forth certain information regarding the beneficial ownership of our common stock and Series A Preferred Stock as of the date of this Annual Report by (i) each Named Executive Officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted.

 

Title of Class     Name of Beneficial Owner    Amount and Nature of
Beneficial Owner
   Percent of
Class (1)
 
                    
Common Stock     William Kerby     743,265(2)   44.70%
Series A Preferred Stock     CEO and Vice Chairman     809,611(3)   44.70%
                  
Common Stock     Warren Kettlewell     60,108(4)   5.80%
Series A Preferred Stock     Director     -0-    0.00%
                  
Common Stock     Pat LaVecchia     2,200(5)   0.20%
Series A Preferred Stock     Director     -0-    0.00%
                  
Common Stock     Donald P. Monaco     911,291(6)   49.60%
Series A Preferred Stock     Director     1,000,000    55.30%
                  
Common Stock     Adam Friedman     400(7)   0.00%
Series A Preferred Stock     Chief Financial Officer     -0-    0.00%
                  
Common Stock     Group     1,717,264    66.09%
Series A Preferred Stock     (5 persons)     1,809,611    100%

 

(1)The percentage of common stock held by each listed person is based on 2,682,848 shares of common stock issued and outstanding as of February 29, 2012. The percentage of Series A Preferred Stock held by each person is based on 1,809,611 shares of Series A Preferred Stock issued and outstanding as of February 29, 2012. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.

 

(2)William Kerby holds 6,842 shares individually. On October 3, 2011, the Company issued to Mr. Kerby 800 stock options of which 50% vested immediately, therefore 400 shares was included as beneficial ownership. Mr. Kerby owns 809,610 of Series A Convertible Preferred Shares and as of February 29, 2012 are convertible to 743,265 common shares to be included as beneficial ownership. Mr. Kerby’s family members hold an additional 10 common shares. Mr. Kerby is also the owner of In-Room Retail Systems, LLC, an inactive company which owns 3 common shares to be included as beneficial ownership. Due to these relationships, Mr. Kerby beneficially owns 743,265 shares of the common stock of the Company.

 

(3)Having the voting equivalency of 100 votes per share (80,961,100 votes).

 

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(4)William Kettlewell holds 7,007 shares individually. On October 3, 2011, the Company issued to Mr. Kettlewell 400 stock options of which 50% vested immediately, therefore 200 shares was included as beneficial ownership. Mr. Kettlewell’s family members hold an additional 35,140 shares. Mr. Kettlewell owns 17,761 warrants that can be converted into 17,761 common shares to be included as beneficial ownership. Due to these relationships, Mr. Kettlewell beneficially owns 60,108 shares of common stock of the Company.

 

(5)Pat LaVecchia holds 2,000 shares individually. On October 3, 2011, the Company issued to Mr. LaVecchia 400 stock options of which 50% invested immediately, therefore 200 shares was included as beneficial ownership. Mr LaVecchia beneficially owns 2,200 shares of the Company.

 

(6)Donald P. Monaco 1,000 shares individually. On October 3, 2011, the Company issued to Mr. Monaco 400 stock options of which 50% invested immediately, therefore 200 shares was included as beneficial ownership. Mr. Monaco owns 1,000,000 of Series A Convertible Preferred shares and as of February 29, 2012 they are convertible to 909,091 to be included as beneficial ownership. Mr. Monaco owns 1,000 warrants that can be converted into 1,000 common shares to be included as beneficial ownership. Due to these relationships, Mr. Monaco beneficially owns 911,291 shares of common stock of the Company.

 

(7)On October 3, 2011, the Company issued to Adam Friedman 800 stock options of which 50% invested immediately, therefore 400 shares was included as beneficial ownership. Mr. Friedman beneficially owns 200,000 shares of the Company.

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence. 

 

During the year ending February 29, 2012, the Company repaid $23,284 owed to a director and officer of the Company. The loan bears interest at 18% per annum, compounded daily, on the unpaid balance and has no stated maturity date. As of February 29, 2012 there is no principal balance due. Interest expense on the note was $381 and $1,543, respectively for the years ended February 29, 2012 and February 28, 2011. See financial statement footnote 9.

 

The Company has a loan payable to a party that is related to a director/officer for approximately $30,000. The loan bears interest at 10% per annum, compounded daily, on the unpaid balance and has no stated maturity date. On September 6, 2011, the noteholder converted $18,000 of principal and the Company issued 2,400 shares of common stock. On October 12, 2011, the noteholder converted the remaining principal balance (plus accrued interest) and the Company issued 2,063 shares of common stock. Interest expense on the loan was $2,238 and $3,280, respectively for the years ended February 29, 2012 and February 28, 2011. See financial statement footnote 9.

 

During the year ending February 29, 2012, the Company repaid $4,853 on a loan payable with an unrelated entity where the same director/officer is president. As of February 29, 2012 there is no principal balance due. The loan bears interest at 18% per annum, compounded daily, on the unpaid balance and has no stated maturity date. Interest expense on the note was $2,331 and $3,088, respectively for the years ended February 29, 2012 and February 28, 2011. See financial statement footnote 9.

 

During the year ended February 29, 2012, the Company converted $168,000 of “bridge loans” of a board member.  The Company, as part of a conversion agreement dated April 13, 2011, of which the $98,000 was included along with $183,393 of shareholder loans, issued 2,814 shares of common stock and 5,628  3 year warrants with an exercise price $125 per share valued at $504,860 incurring one time interest only fee of approximately $223,000.  The remaining $70,000 was converted on April 13, 2011 into a convertible promissory note, see footnote 12. The remaining principal balance as of February 29, 2012 totaled $18,000. See financial statement footnote 10.

 

On April 13, 2011, the Company converted $70,000 of “bridge loans’ received from a party that is related to a current board member into an interest free convertible promissory note with a maturity date of June 13, 2011.  On May 23, 2011, the Company converted the $70,000 into a new convertible promissory note. See financial statement footnote 12, Table I and II, note number 16 and 27.

 

On May 23, 2011, the Company converted a loan from a board member in the amount of $25,000 in consideration for issuing convertible promissory note. See financial statement footnote 12, Table I and II, note number 26.

 

On August 12, 2011, a noteholder that held two 8 % convertible promissory notes in the amounts of $85,000 and $50,000, dated as of January 25, 2011 and March 14, 2011, entered into an assignment agreement (the “agreement”) with third party investors. One of the assignees is related to a board member and entered into convertible promissory note agreement valued at $10,000. See financial statement footnote 12, Table I and II, note number 41.

 

During the year ended February 29, 2012, the Company received $1,250,000 from a board member and issued multiples promissory notes. On January 30, 2012, the noteholder converted $1,000,000 into 1,000,000 shares of Series A 10% Cumulative Convertible Preferred Stock. See financial statement footnote 12, Table I & I, note numbers: 36, 45, 55 and 60.

 

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On June 1, 2006, the Company entered into a five year lease agreement for the purchase, installation, maintenance and training costs of certain telephone, communications and computer hardware equipment with a related party. The lease requires monthly payments of $5,078 including interest at approximately 18% per year and expires on June 1, 2011. On September 3, 2010, the Company amended the original agreement and secured additional financing in the amount of $56,671 to procure additional equipment for our real estate VOD operations as part of joint venture agreement with an un-related entity Real Biz, Inc. The purpose is to provide the funding necessary for Real Biz, Inc. to purchase and install “Solution Hardware” that will be owned by Real Biz, Inc. The lease agreement remained unchanged with the exception of the terms being extended to September 1, 2012.

 

Interest expense paid on the capital lease was $9,705 and $13,600 during the fiscal years ended February 29, 2012 and February 28, 2011, respectively.

 

Series A Preferred Stock

 

On October 14, 2008, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada therein establishing out of the our “blank check” Preferred Stock, par value of $0.00001 per share, a series designated as Series A 10% Cumulative Convertible Preferred Stock consisting of 3,000,000 shares (the “Series A Preferred Stock”). On October 22, 2009, the Company filed an Amended and Restated Certificate of Designations of Series A 10% Cumulative Preferred Stock of Next One Interactive, Inc., a Nevada Corporation, pursuant to NRS 78.1955. The Company has authorized 3,000,000 shares, par value $.01 per share and designated as Series A 10% Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”).  The Company has 1,809,611and 663,243shares issued and outstanding as of February 29, 2012 and February 28, 2011, respectively.

 

The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of  the Corporation and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. Per the terms of the Amended and Restated Certificate of Designations, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Corporation, may elect to convert all or any part of such holder’s shares of Series A Preferred Stock into Common Stock at a conversion rate of the lower of (a) $0.50 per share or (b) at the lowest price the Company has issued stock as part of a financing.  Additionally, the holders of Series A Preferred Stock, may by written notice to the Corporation, may convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Corporation, secured by a security interest in all of the Corporation and its’ subsidiaries, at a rate of $0.50 of debt for each share of Series A Preferred Stock.

 

On October 14, 2008, we issued an aggregate of 504,763 shares of Series A Preferred Stock to William Kerby, the Company’s Chief Executive Officer, in recognition of outstanding loans, personal assets pledged and personal guarantees provided by the executive, all deemed essential in allowing the Company to continue operating. On May 10, 2010, an additional 78,480 shares of Series A Preferred Stock was issued to Mr. Kerby as settlement for accrued dividends. On August 31, 2009, we issued 75,000 shares of Series A Preferred Stock to Anthony Byron, the Company’s Chief Operating Officer, in recognition of deferred compensation. On May 10, 2010, an additional 5,000 shares of Series A Preferred Stock was issued to Mr. Byron as settlement for accrued dividends.  On March 31, 2011, Mr. Byron converted 80,000 shares of Series A Preferred Stock plus accrued but unpaid dividends on arrears on Series A Preferred stock and the Company issued 873 shares of common stock valued at $8,120. On September 30, 2011, the Company also issued to Mr. Kerby 226,368 shares of Preferred Series A stock in lieu of dividend in arrears valued at $113,184. On January 30, 2012, Donald P. Monaco (a board member) converted $1,000,000 of promissory notes into 1,000,000 shares of Convertible Preferred Series A shares at $1.00 per share.

 

William Kerby beneficially owns 743,265 shares of common stock, which together with his Series A Preferred shares, gives him the right to vote equivalent to 80,967,955 shares of common stock, representing 44.49% of the total vote. Donald P. Monaco beneficially owns 911,291 shares of common stock which together with his Series A Preferred Shares, gives him the right to vote equivalent to 100,001,000 shares of common stock, representing 54.95% of the total vote.

 

Director Independence

 

None of our directors are deemed to be independent with the exception of Pat LaVecchia.

 

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Item 14.  Principal Accountant Fees and Services.

 

(1) Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and review of consolidated financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

 

2012  $53,000 
2011  $42,500 

 

(2) Audit-Related Fees

 

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported in the preceding paragraph:

 

2012   $ 0  
2011   $ 0  

 

(3) Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

 

2012   $ 1,400  
2011   $ 1,200  

 

(4) All Other Fees

 

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

 

2012   $ 0  
2011   $ 0  

 

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PART IV

 

Item 15.   Exhibits, Financial Statement Schedules.

 

Exhibit No.   Description
     
3.1   Articles of Incorporation of Maximus (as filed as Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 (SEC File No. 333-136630), filed on August 14, 2006)
     
3.2   Amendment to the Articles of Incorporation of Maximus (as filed as Exhibit 3.1.2 to the Company’s Registration Statement on Form S-1/A (SEC File No. 333-154177), filed on March 12, 2009)
     
3.3   Bylaws of Next 1 Interactive, Inc. (as filed as Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (SEC File No. 333-136630), filed on August 14, 2006)
     
3.4   Bylaws of Extraordinary Vacations USA, Inc. (as filed as Exhibit 3.2.2 to the Company’s Registration Statement on Form S-1/A (SEC File No. 333-154177) filed on March 12, 2009)
     
3.5   Certificate of Designations of Series A 10% Cumulative Convertible Preferred Stock of Next 1 Interactive, Inc. (as filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (SEC File No. 333-154177), filed on March 12, 2009)
     
4.1   $3,000,000 Zero Coupon Debenture (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 21, 2009)
     
4.2   Common Stock Purchase Warrant, issued October 26, 2010, in favor of Lincoln Park Capital Fund, LLC (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 2, 2010)
     
4.3   $500,000 Promissory Note, dated August 26, 2010, issued in favor of The Mark Travel Corporation(as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 2, 2010)
     
4.4   $3,500,000 Promissory Note, dated March 5, 2010, issued in favor of Mark A. Wilton (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 10, 2010)
     
10.1   Share Transaction Purchase Agreement dated September 24, 2008 between EXVG, EVUSA and Maximus (as filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-154177) on October 10, 2008)
     
10.2   Form of Subscription and Investment Representation Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 18, 2010)
     
10.3   Form of Subscription Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 2, 2010)
     
10.4   Purchase Agreement, dated as of October 26, 2010, by and between Next 1 Interactive, Inc. and Lincoln Park Capital Fund, LLC (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 1, 2010)
     
10.5   Registration Rights Agreement, dated as of October 26, 2010, by and between Next 1 Interactive, Inc. and Lincoln Park Capital Fund, LLC (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 1, 2010)

 

48
 

 

10.6   Strategic Media Agreement, dated August 29, 2010, by and between Next 1 Interactive, a Nevada corporation and Market Update Network Corp., dbaMUNCmedia, a Washington corporation (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 22, 2010)
     
10.7   Settlement Agreement, dated May 28, 2010, by and among the Company and Televisual Media Works, LLC, a Colorado limited liability company, TV Ad Works, LLC, a Colorado limited liability company, TV Net Works, a Colorado limited liability company, TV iWorks, a Colorado limited liability and Mr. Gary Turner and Mrs. Staci Turner, individuals residing in the State of Colorado(as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 8, 2010)
     
10.8   Asset Purchase Agreement, dated August 17, 2009, by and among Next 1 Interactive, Inc. and Televisual Media Works, LLC (as filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 21, 2009)
     
10.9   Asset Purchase Agreement between Next 1 Interactive, Inc. and Televisual Media Works, LLC (as filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 21, 2009)
     
14.1   Code of Ethics (as filed on the Company’s Amendment No. 1 to Registration Statement on Form S-1 (SEC File No. 333-154177) filed on March 12, 2009)
     
14.2   Code of Business Conduct (as filed on the Company’s Amendment No. 1 to Registration Statement on Form S-1 (SEC File No. 333-154177) filed on March 12, 2009)
     
23.1   Consent of Kramer Weisman and Associates, LLP
     
31.1   Certification of the Registrant’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended February 29, 2012*
     
31.2   Certification of the Registrant’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended February 29, 2012*
     
32.1   Certification of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
32.2   Certification of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

49
 

 

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.

 

 Date:  June 13, 2012   NEXT 1 INTERACTIVE, INC.
     
  By: /s/ William Kerby
    William Kerby
    Chief Executive Officer
    and Chairman
     (Principal Executive Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ William Kerby   Chief Executive Officer and Chairman   June 13, 2012
William Kerby   (Principal Executive Officer)    
         
/s/ Adam Friedman   Chief Financial Officer   June 13, 2012
Adam Friedman   (Principal Financial and Accounting Officer)    
         
/s/ Warren Kettlewell   Director   June 13, 2012
Warren Kettlewell        
         
/s/ Pat LaVecchia   Director   June 13, 2012
Pat LaVecchia        
         
/s/ Don Monaco   Director   June 13, 2012
Don Monaco        

 

50
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Next 1 Interactive, Inc.

Weston, Florida

 

We have audited the accompanying consolidated balance sheets of Next 1 Interactive, Inc. as of February 29, 2012 and February 28, 2011, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amount and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 Next 1 Interactive, Inc. as of February 29, 2012 and February 28, 2011, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had an accumulated deficit of $66,983,176 and a working capital deficit of $14,546,150 at February 29, 2012, net losses for the year ended February 29, 2012 of $13,651,066 and cash used in operations during the year ended February 29, 2012 of $4,822,423. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

  /s/ SHERB & CO., LLP
  Certified Public Accountants
  Boca Raton, Florida
  June 13, 2012

 

F-1
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Balance Sheets

 

   February 29,  February 28,
   2012  2011
       
Assets          
Current Assets          
Cash  $12,989   $419,817 
Accounts receivable, net of allowance for doubtful accounts   1,456    376,807 
Stock subscriptions receivable   -    263,415 
Prepaid expenses and other current assets   -    48,878 
Security deposits   46,611    260,402 
Total current assets   61,056    1,369,319 
           
Option Agreement   305,000    - 
           
Website Development costs, net   96,591    336,352 
Amortizable intangible assets, net   -    2,839,154 
Total assets  $462,647   $4,544,825 
           
Liabilities and Stockholders' Deficit          
Current Liabilities          
Accounts payable and accrued expenses  $2,012,489   $2,884,838 
Other current liabilities   603,953    1,023,476 
Derivative liabilities - convertible promissory notes   916,202    135,348 
Derivative liabilities - series A preferred stock   1,338,017    538,328 
Convertible promissory notes, net of discount of $924,446 and $106,745, respectively   7,417,459    228,255 
Convertible promissory notes - related party, net of discount of $-0- and $69,772, respectively   355,000    422,428 
Other advances   68,000    257,000 
Other notes payable   70,000    6,927,870 
Shareholder loans   840,000    1,042,393 
Capital lease payable - current portion   25,405    51,239 
Notes payable - current portion   960,681    1,274,384 
Total current liabilities   14,607,206    14,785,559 
           
Capital lease payable - long-term portion   -    25,405 
Notes payable - long-term portion   88,891    - 
           
Total liabilities   14,696,097    14,810,964 
           
Stockholders' Deficit          
Series A Preferred stock, $.01 par value; 3,000,000 authorized;          
and 1,809,611 and 663,243 shares issued and outstanding at          
February 29, 2012 and February 28, 2011, respectively   18,096    6,632 
Series B Preferred stock, $1 par value; 3,000,000 authorized; 0          
shares issued and outstanding at February 29, 2012          
and February 28, 2011, respectively   -    - 
Series C Preferred stock, $.01 par value; 1,750,000 authorized; 0          
shares issued and outstanding at February 29, 2012          
and February 28, 2011, respectively   -    - 
Common stock, $.00001 par value; 5,000,000 shares authorized;          
1,150,003 and 110,030 shares issued; 1,150,003 and 109,716 shares          
outstanding at February 29, 2012 and February 28, 2011, respectively   12    1 
Additional paid-in-capital   52,735,408    43,068,408 
Stock subscription receivable   (3,790)   - 
    52,749,726    43,075,041 
Accumulated deficit   (66,983,176)   (53,215,394)
Treasury stock, at cost -0- shares at February 29, 2012 and 315 shares at February 28, 2011, respectively   -    (125,786)
Total stockholders' deficit   (14,233,450)   (10,266,139)
           
Total liabilities and stockholders' deficit  $462,647   $4,544,825 

 

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

 

F-2
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Statements of Operations

For the years ended

 

   February 29,  February 28,
   2012  2011
       
Revenues          
Travel and commission revenues  $865,878   $1,023,366 
Advertising revenues   426,639    1,519,634 
Total revenues   1,292,517    2,543,000 
           
Cost of revenues   3,558,714    9,964,619 
           
Gross loss   (2,266,197)   (7,421,619)
           
Operating expenses          
Salaries and benefits   1,465,927    1,978,077 
Selling and promotions expense   49,301    439,573 
General and administrative   10,175,972    10,370,864 
Total operating expenses   11,691,200    12,788,514 
           
Operating loss   (13,957,397)   (20,210,133)
           
Other income (expense)          
Interest expense   (1,231,199)   (553,893)
Loss on settlement of debt   (258,443)   - 
Gain on legal settlement   1,520,529    4,903,427 
Gain on change in fair value of derivatives   2,223,649    26,514 
Loss on impairment of intangible assets   (1,856,054)   (7,269,830)
Other expense   (92,151)   (66,428)
Total other income (expense)   306,331    (2,960,210)
           
Net loss  $(13,651,066)  $(23,170,343)
           
Weighted average number of shares outstanding   335,729    80,715 
           
Basic and diluted net loss per share  $(40.66)  $(287.06)

 

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

 

F-3
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended

 

   February 29,  February 28,
   2012  2011
Cash flows from operating activities:          
Net loss  $(13,651,066)  $(23,170,343)
Adjustments to reconcile net loss to net cash from operating activities:          
Interest on bridge loan conversions   481,558    - 
Loss on settlement of debt   258,443    - 
Gain on legal settlement   (1,520,529)   (4,903,427)
Loss on impairment of intangible assets   1,856,054    7,269,830 
Amortization of intangibles   1,222,861    2,201,973 
Amortization of discount on notes payable   5,829,615    2,977,308 
Amortization of finance fees   23,779    - 
Stock based compensation and consulting fees   1,274,897    3,418,115 
Warrants issued for interest   -    19,700 
Modification of warrants   85,133    - 
Gain on change in fair value of derivatives   (2,223,649)   (26,514)
Changes in operating assets and liabilities:          
Decrease (increase) in accounts receivable   360,353    (210,748)
Decrease in prepaid expenses and other current assets   25,099    278,730 
Decrease (increase) in security deposits   213,791    (54,056)
Increase in accounts payable and accrued expenses   1,360,761    2,379,714 
(Decrease) increase in other current liabilities   (419,523)   206,278 
Net cash used in operating activities   (4,822,423)   (9,613,440)
           
Cash flows from investing activities:          
Technology development costs   -    (204,324)
Purchase of option agreement   (305,000)   - 
Purchase of treasury stock   -    (118,122)
Net cash used in investing activities   (305,000)   (322,446)
           
Cash flows from financing activities:          
Proceeds from convertible promissory notes   2,696,200    585,000 
Principal payments of convertible promissory notes   (50,288)   - 
Proceeds from other advances   190,000    858,000 
Payments on other advances   -    (140,000)
Proceeds from other notes payable   130,000    5,429,529 
Principal payments of other notes payable   (171,536)   (150,161)
Proceeds from shareholder loans   1,419,000    - 
Proceeds from sundry notes payable   100,000    100,000 
Principal payments on sundry notes payable   (159,704)   (227,940)
Proceeds from capital lease   -    56,670 
Principal payments on capital lease   (51,239)   (51,506)
Proceeds from the collection of stock subscription receivable   263,415    - 
Proceeds from the sale of common stock and warrants   354,747    3,709,206 
Payments for stock issuance costs   -    (25,000)
Net cash provided by financing activities   4,720,595    10,143,798 
           
Net (decrease) increase in cash   (406,828)   207,912 
           
Cash at beginning of period   419,817    211,905 
           
Cash at end of period  $12,989   $419,817 
           
Supplemental disclosure:          
Cash paid for interest  $22,569   $144,183 

 

Supplemental disclosure of non-cash investing and financing activity:

 

During the year ended February 29, 2012 the Company issued 79,712 shares of common stock and 36,647 warrants in exchange for services rendered, consisting of financing and consulting fees incurred in raising capital, valued at approximately $1,249,772. The value of the common stock issued was based on the fair value of the stock at the time of issuance or the fair value of the services provided, whichever was more readily determinable. The value of the warrants was estimated at date of grant using Black-Scholes option pricing model with the following assumptions: risk free interest rate between 0.10% and 1.45%, dividend yield of -0-%, volatility factor of 132.88% and 445.49% and expected life of 1 to 5 years.

 

During the year ended February 29, 2012, the Company entered into warrant exchange agreement hereby cancelling 4,300 warrants and issuing 3,500 shares of common stock and incurred an additional expense of $220,816. Additionally, during the year ended February 29, 2012, 116,695 warrants expired and the Company entered into warrant modification agreements with various investors and incurred an additional expense of $85,133.

 

During the year ended February 29, 2012, the Company converted a series of bridge loans and promissory notes and issued 936,665 shares of the Company's common stock and 26,128 three (3) year warrants to purchase shares of the Company’s common stock, par value $0.00001 per share, at an exercise price between $25 and $125 per share valued at $3,582,696.. Additionally, the Company converted into Preferred Series A shares $1,000,000 of convertible promissory notes and issued 1,000,000 shares of Preferred Stock at $1.00 per share.

 

During the year ended February 29, 2012, the Company, in connection with incurring debt instruments, issued 900 shares of its common stock and 44,750 one (1) to four (year) warrants to purchase shares of the Company's common stock, with exercise prices between $1 to $250 per share valued at $2,697,250.

 

During the year ended February 29, 2012, the Company consummated a series of transactions with a former Board Member. The Company entered into an agreement terminating an original promissory note dated January 25, 2010. In satisfaction of the $925,000 due on the outstanding promissory note the Company: entered into a one year, six (6%) convertible promissory note maturing on April 6, 1012 in the amount of $500,000 which can be converted into shares of the Company's common stock at a per share price of $100 (at the option of the noteholder), plus the Company issued to the noteholder 7,200 2 year warrants, at an exercise prices of $125 per share; the Company issued 4,500 of which 4,250 shares valued at $425,000 were applied in satisfaction of the remaining principal balance. The remaining 250 shares valued at $25,000 were issued to the former board member in satisfaction of a remaining balance due from the board member's daughter's investment in the Company also transacted in during the year ended February 29, 2012. The former board member also exercised 2,100 warrants into shares of the Company's common stock in a cashless transaction.

 

During the year ended February 29, 2012, the Company issued 120 shares valued at $15,000 to an employee for services rendered.

 

During the year ended February 29, 2012, the Company issued 2,025 ten (10) year stock options with an exercise price of $7.25 to employees, directors and executives and incurred $10,125 in compensation costs.

 

During the year ended February 29, 2012, the Company issued 870 shares of common stock in exchange for settlement of accounts payable valued at $42,791 per a settlement agreement with various service providers. The value of the common stock issued was based on the fair value of the stock at the time of issuance.

 

During the year ended February 29, 2012, the Company converted 80,000 shares of Series A Preferred Stock plus accrued but unpaid dividends on arrears, valued at $7,320, on Series A Preferred stock, at the request of the holder, into 873 shares of common stock valued at $ 8,120.

 

During the year ended February 29, 2012, the company issued 226,368 shares of preferred stock to an executive/shareholder of the Company valued at $109,394 consisting of preferred stock dividends and $3,709 subscription receivable.

 

During the year ended February 29, 2012, the Company’s Board of Directors authorized the re-issuance of 315 shares of Treasury Stock as a fee for a consulting agreement at a cost of $25,423.

 

During the year ended February 29, 2012, the Company converted into Preferred Series A shares $1,000,000 of convertible promissory notes and issued 1,000,000 shares of Preferred Stock at $1.00 per share.

 

During the year ended February 29, 2012, 32,926 warrants were exercised, modified or expired

 

During the year ended February 29, 2012, $2,211,360 of principal, from current convertible promissory noteholders, was assigned to various non-related third party investors creating new convertible promissory notes. Additionally, $7,385,526 of old promissory notes were converted into new convertible promissory notes.

 

During the year ended February 28, 2011 the Company issued 16,420 shares and 11,578 warrants valued at $3,660,848. The Company also cancelled and replaced 2,400 common stock warrants valued at $16,938.

 

During the year ended February 28, 2011 the Company converted notes payable in the amount of $650,564 for 2,030 shares of common stock and 960 common stock warrants.

 

During the year ended February 28, 2011 the Company issued 7,100 common stock warrants valued at $542,279 in connection with notes payable.

 

During the year ended February 28, 2011 the Company issued 50 shares to employees valued at $17,227.

 

During the year ended February 28, 2011 the Company converted accounts payable of $184,308 for 605 shares of common stock.

 

During the year ended February 28, 2011 the Company issued 83,480 shares of preferred stock in settlement of cumulative dividends in the amount of $83,480.

 

During the year ended February 28, 2011 the Company issued 3,500 shares of common stock as part of the TVMW asset purchase agreement in the amount of $927,500.

 

During the year ended February 28, 2011 the Company incurred $474,393 and $107,000 of production costs that were directly paid by shareholders and related parties, respecitively, for the Company's benefit.

 

During the year ended February 28, 2011 the Company converted notes payable and accrued expenses directly related to a board member into a new convertible promissory note valued at $117,200.

 

During the year ended February 28, 2011 the Company incurred a common stock subscription value at $263,145.

 

During the year ended February 28, 2011 a related party shareholder contributed $7,664 of publicly traded company common stock to treasury shares.

 

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

 

F-4
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Statement of Changes in Stockholders Equity (Deficit)

 

                           Additional        Stockholders'
   Preferred Stock A  Preferred Stock B  Preferred Stock C  Common Stock  Paid-in  Treasury  Accumulated  Equity
   Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit)
                                     
Balances, February 28, 2010   579,763   $5,798    -    -    -    -    65,512   $1   $33,764,105   $-   $(29,961,571)  $3,808,333 
                                                             
Common stock issued for cash   -    -    -    -    -    -    200    -    50,000    -    -    50,000 
                                                             
Sale of private placement units consisting of one share of common stock and one warrant   -    -    -    -    -    -    19,038    -    3,804,108    -    -    3,804,108 
                                                             
Warrants exercised   -    -    -    -    -    -    2,500    -    12    -    -    12 
                                                             
Shares/warrants issued for consulting   -    -    -    -    -    -    16,420    -    3,660,848    -    -    3,660,848 
                                                             
Shares/warrants issued for loan conversion   -    -    -    -    -    -    2,030    -    650,563    -    -    650,563 
                                                             
Warrants issued in connection with notes payable   -    -    -    -    -    -    -    -    542,279    -    -    542,279 
                                                             
Debt settlement   -    -    -    -    -    -    3,500    -    927,501    -    -    927,501 
                                                             
Stock Compensation   -    -    -    -    -    -    50    -    17,227    -    -    17,227 
                                                             
Shares/warrants issued in connection with conversion of accounts payable   -    -    -    -    -    -    605    -    184,309    -    -    184,309 
                                                             
Dividends declared and converted to preferred series A   83,480    834    -    -    -    -    -    -    82,646    -    (83,480)   - 
                                                             
Replacement shares issued   -    -    -    -    -    -    176    -    -    -    -    - 
                                                             
Derivative liability, preferred series A                                           (615,190)             (615,190)
                                                             
Net Loss   -    -    -    -    -    -    -    -    -    -    (23,170,343)   (23,170,343)
                                                             
Treasury stock   -    -    -    -    -    -    (315)   -    -    (125,786)   -    (125,786)
                                                             
Balances, February 28, 2011   663,243   $6,632    -    -    -    -    109,716   $1   $43,068,408   $(125,786)  $(53,215,394)  $(10,266,139)
                                                             
Common stock issued for cash   -    -    -    -    -    -    6,032    -    6,004    -    -    6,004 
                                                             
Sale of private placement units consisting of one share of common stock and one warrant   -    -    -    -    -    -    4,700    -    348,746    -    -    348,746 
                                                             
Shares/warrants issued for consulting   -    -    -    -    -    -    79,712    1    1,249,771    -    -    1,249,772 
                                                             
Stock Compensation   -    -    -    -    -    -    120    -    25,125    -    -    25,125 
                                                             
Warrants cancelled and replaced by shares issued of common stock   -    -    -    -    -    -    3,500    -    220,816    -    -    220,816 
                                                             
Shares/warrants issued for loan conversion   -    -    -    -    -    -    936,665    10    3,582,687    -    -    3,582,697 
                                                             
Preferred Series A shares/warrants issued for loan conversion   1,000,000    10,000    -    -    -    -    -    -    990,000    -    -    1,000,000 
                                                             
Shares/warrants issued in connection with notes payable   -    -    -    -    -    -    900    -    2,697,250    -    -    2,697,250 
                                                             
Debt settlement and exercise of warrants   -    -    -    -    -    -    6,600    -    400,000    -    -    400,000 
                                                             
Shares/warrants issued in connection with conversion of accounts payable   -    -    -    -    -    -    870    -    42,791    -    -    42,791 
                                                             
Modification of warrants terms   -    -    -    -    -    -    -    -    85,133    -    -    85,133 
                                                             
Dividends declared and converted to preferred series A   226,368    2,264    -    -    -    -    -    -    110,920    -    -    113,184 
                                                             
Preferred series A shares converted to common shares   (80,000)   (800)   -    -    -    -    873    -    8,120    -    -    7,320 
                                                             
Stock subscription receivable                                                          (3,790)
                                                             
Preferred stock dividends   -    -    -    -    -    -    -    -    -    -    (116,716)   (116,716)
                                                             
Net Loss   -    -    -    -    -    -    -    -    -    -    (13,651,066)   (13,651,066)
                                                             
Conversion of treasury stock into common shares   -    -    -    -    -    -    315    -    (100,363)   125,786    -    25,423 
                                                             
Balances, February 29, 2012   1,809,611   $18,096    -    -    -    -    1,150,003   $12   $52,735,408   $-   $(66,983,176)  $(14,233,450)

 

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

 

F-5
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies

 

Nature of Operations and Business Organization

 

Next One Interactive (“Next 1” or the “Company”) is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip – its travel division, and Next 1 Realty – its real estate division. The company is positioning itself to emerge as a multi revenue stream “Next Generation” media-company, representing the convergence of TV, Mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of MSO’s the company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the company operates the Home Tour Network through its minority owned/joint venture real estate partner – RealBiz Media. The Home Tour Network features over 5,000 home listings in five cities on the Cox Communications network.

 

Next 1 Interactive is comprised of three distinct categories: The Company recognized the convergence taking place in interactive television/ the web and began the process of recreating several of its key relationships in real estate, travel and media over the last three years in efforts to position itself for the interactive revolution with “TV everywhere”. Currently Next 1 has operating agreements and /or active discussions are underway with broadband, cable and Over the Top TV solutions for the Next 1 Networks during the next 12 months.

 

Linear TV Network with supporting Web sites – The potential revenue streams from Next 1 Networks - Traditional Advertising, Interactive Ads, Sponsorships, Paid Programming, travel commissions and Referral fees.

 

TV Video On Demand channels for Travel with supporting Web sites – The potential revenue streams from Travel Video on Demand - Monthly sponsorship packages, pre-roll advertising, travel commissions and referral fees, acceleration of company owned travel entities (Maupintours, Next Trip and Trip Professionals).

 

TV Video on Demand channels for Real Estate with supporting Web sites – The potential revenue streams from Real Estate Video on Demand Channel - Commissions and referral fees on home sales, pre-roll/post-roll advertising, lead generation fees, banner ads and cross market advertising promotions ($89 listing and marketing fee, web and mobile advertising).

 

On October 9, 2008, the Company acquired the majority of shares in Maximus Exploration Corporation, a reporting shell company, pursuant to a share exchange agreement. The share exchange provided for the exchange rate of 1 share of Maximus common stock for 60 shares Extraordinary Vacations USA common stock. The consolidated financial statements of Next 1, Interactive, Inc. reflects the retroactive effect of the Share Exchange as if it had occurred at the beginning of the reporting period. All loss per share amounts are reflected based on Next 1 shares outstanding, basic and dilutive.

 

Effective May 22, 2012, the Company affected a 1-for-500 reverse stock split which reduced the number of issued and outstanding shares from 1,848,014,287 to 3,696,029 shares. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation.

 

Use of Estimates

 

The Company’s significant estimates include allowance for doubtful accounts, valuation of intangible assets, and valuation of stock-based compensation, accrued expenses and derivative liabilities. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements taken as a whole, the actual amounts of such estimates, when known, will vary from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and short-term investments with insignificant interest rate risk and original maturities of 90 days or less.

 

F-6
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies (continued)

 

Accounts Receivable

 

The Company extends credit to its customers in the normal course of business. Further, the Company regularly reviews outstanding receivables, and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company also performs ongoing credit evaluations of customers’ financial condition. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations.

 

Impairment of Long-Lived Assets

 

In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the year ended February 29, 2012 and 2011, the Company did not identify nor recognize impairment losses, on long-lived assets.

 

Website Development Costs

 

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”.  Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.

 

Management placed the website into service during the fiscal year ended February 28, 2010, subject to straight-line amortization over a three year period.

 

Goodwill and Intangible Assets

 

The Company applies Accounting Standards Codification 350-20 “Goodwill and Other”, which established accounting and reporting requirements for goodwill and other intangible assets. The standard requires that all intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented or exchanged must be recognized as an asset apart from goodwill. Intellectual properties obtained through acquisition, with indefinite lives, are not amortized, but are subject to an annual assessment for impairment by applying a fair value based test. Intellectual properties that have finite useful lives are amortized over their useful lives. Amortization expense for the years ended February 29, 2012 and 2011 was $1,222,861 and $2,201,973, respectively. On February 29, 2012 and 2011, the Company evaluated the remaining useful life of the intangibles and recorded a loss on impairment of intangible assets of $1,856,054 and $7,269,830, respectively.

 

Convertible Debt Instruments

 

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis.  Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification.  The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital.  Debt discount is amortized to interest expense over the life of the debt.

 

Derivative Instruments

 

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument.

 

We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of

 

F-7
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies (continued)

 

Derivative Instruments (continued)

 

derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income.

 

Earnings per Share

 

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. The Company’s common stock equivalents include the following:

 

   February 29,
2012
   February 28,
2011
 
Series A convertible preferred stock   1,645,101    6,632 
Series B convertible preferred stock   -0-    -0- 
Series C convertible preferred stock   -0-    -0- 
Warrants to purchase common stock issued, outstanding and exercisable   180,590    70,299 
Stock options issued, outstanding and exercisable   4,050    -0- 
Shares on convertible promissory notes   1,819,560    5,546 
    3,649,301    82,477 

 

Revenue Recognition

 

Barter

 

Barter transactions represent the exchange of advertising or programming for advertising, merchandise or services. Barter transactions which exchange advertising for advertising are accounted for in accordance with EITF Issue No. 99-17 “Accounting for Advertising Barter Transactions” (ASC Topic 605-20-25), which are recorded at the fair value of the advertising provided based on the Company’s own historical practice of receiving cash for similar advertising from buyers unrelated to the counterparty in the barter transactions.

 

Barter transactions which exchange advertising or programming for merchandise or services are recorded at the monetary value of the revenue expected to be realized from the ultimate disposition of merchandise or services. Expenses incurred in broadcasting barter provided are recorded when the program, merchandise or service is utilized.

 

Barter revenue of approximately $269,000 and $324,000 has been recognized for the year ended February 29, 2012 and February 28, 2011 respectively, and barter expenses of approximately $234,000 and $359,000 has been recognized for the year ended February 29, 2012 and February 28, 2011 respectively.

 

Travel

 

Gross travel tour revenues represent the total retail value of transactions booked for both agency and merchant transactions recorded at the time of booking, reflecting the total price due for travel by travelers, including taxes, fees and other charges, and are generally reduced for cancellations and refunds.  We also generate revenue from paid cruise ship bookings in the form of commissions.

 

Commission revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

 

F-8
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies (continued)

 

Advertising

 

We recognize advertising revenues in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than one month, revenues are recognized ratably over the period as described below. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue based on a measure of proportionate performance of its obligation under the insertion order. The Company measures proportionate performance by the number of placements delivered and undelivered as of the reporting date. The Company uses prices stated on its internal rate card for measuring the value of delivered and undelivered placements. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed or clicks delivered during the period.

 

Under these policies, no revenue is recognized unless persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is deemed reasonably assured. The Company considers an insertion order signed by the client or its agency to be evidence of an arrangement.

 

Cost of Revenues

 

Cost of revenues includes costs directly attributable to services sold and delivered. These costs include such items as broadcast carriage fees, costs to produce television content, sales commission to business partners, hotel and airfare, cruises and membership fees.

 

Sales and Promotion

 

Sales and marketing expenses consist primarily of advertising and promotional expenses, salary expenses associated with sales and marketing staff, expenses related to our participation in industry conferences, and public relations expenses.  The goal of our advertising is to acquire new subscribers for our e-mail products, increase the traffic to our Web sites, and increase brand awareness.

 

Advertising Expense

 

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the year ended February 29, 2012 and February 28, 2011 was $55,551 and $439,573, respectively.

 

Share Based Compensation

 

The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments.

 

In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.  Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

 

F-9
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies (continued)

 

Fair Value of Financial Instruments

 

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s consolidated financial statements.

 

ASC 820 also describes three levels of inputs that may be used to measure fair value:

 

·Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 

·Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

·Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. See note 16 for Fair Value Measurements.

 

Reclassifications

 

Certain amounts previously reported in the fiscal year ended February 28, 2011 have been reclassified to conform to the classifications used in the year ended February 29, 2012. Such reclassifications have no effect on the reported net loss.

 

Recent Accounting Pronouncements

 

In May 2011, the FASB and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first reporting annual period beginning after December 15, 2011 and shall be applied prospectively. We do not expect this standard to have any material effect on our consolidated financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This update is intended to increase the prominence of other comprehensive income in the financial statements by requiring public companies to present comprehensive income either as a single statement detailing the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income or using a two statement approach including both a statement of income and a statement of comprehensive income. The option to present other comprehensive income in the statement of changes in equity has been eliminated. The amendments in this update, which should be applied retrospectively, are effective for public companies for fiscal years, and interim periods beginning after December 15, 2011. The adoption of this guidance will not have any impact on the Company's condensed consolidated financial statements.

 

During September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, ("ASU Update No. 2011-08). ASU Update No. 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU Update No. 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350,  Intangibles - Goodwill and Other.  The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU Update No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment test performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made for issuance. The adoption of this guidance will not have any impact on the Company's condensed consolidated financial statements.

 

F-10
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies (continued)

 

Recent Accounting Pronouncements (continued)

 

During November 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, (ASU Update No. 2011-11). ASU Update No. 2011-11, requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the statement of financial position (balance sheet). An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We will be adopting ASU Update No. 2011-11during our first quarter of fiscal 2014.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

 

Note 2 - Going Concern

 

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $66,983,176 and a working capital deficit of $14,546,150 at February 29, 2012, net losses for the year ended February 29, 2012 of $13,651,066 and cash used in operations during the year ended February 29, 2012 of $4,822,423.  While the Company is attempting to increase sales, the growth has yet to achieve significant levels to fully support its daily operations.

 

Management’s plans with regard to this going concern are as follows: The Company will continue to raise funds through private placements with third parties by way of a public or private offering. In addition, the Board of Directors has agreed to make available, to the extent possible, the necessary capital required to allow management to aggressively expand the N1N TV Linear Network, as well as its planned Interactive and Video on Demand solutions. Management and Board members are working aggressively to increase the viewership of our network by promoting it across other mediums as well as other networks which will increase value to advertisers and result in higher advertising rates and revenues.

 

While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern.

 

Note 3 – Property and Equipment

 

As of February 29, 2012 and February 28, 2011, respectively, the Company did not record property and equipment on its books and records.  Any property and equipment previously recorded was fully impaired and written off. Therefore there was no depreciation expense recorded for the years ended February 29, 2012 and February 28, 2011.

 

Note 4 – Website development costs and Intangible Assets

 

The following table sets forth intangible assets, both acquired and developed, including accumulated amortization:

 

  February 29, 2012  
  Remaining         Accumulated     Net Carrying  
  Useful Life   Cost     Amortization     Value  
                     
Supplier Relationships 0.0 years   $ 7,938,935     $ 7,938,935     $ -0-  
Technology 0.0 years     5,703,829       5,703,829       -0-  
Website development costs 1.4 years     719,323       622,732       96,591  
Trade Name 0.0 years     291,859       291,859       -0-  
      $ 14,653,946     $ 14,557,355     $ 96,591  

 

F-11
 

 

Note 4 – Website development costs and Intangible Assets (continued)

 

  February 28, 2011  
  Remaining         Accumulated     Net Carrying  
  Useful Life   Cost     Amortization     Value  
                     
Supplier Relationships 2.8 years   $ 7,938,935     $ 5,329,090     $ 2,609,845  
Technology 0.0 years     5,703,829       5,703,829       -0-  
Website development costs 1.3 years     719,323       382,971       336,352  
Trade Name 5.5 years     291,859       62,550       229,309  
      $ 14,653,946     $ 11,478,440     $ 3,175,506  

 

Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 7 years, except for the web site which is 3 years. Amortization expense related to intangible assets was $1,222,861 and $ 2,201,973 for the years ended February 29, 2012 and February 28, 2011, respectively. Additionally, an impairment loss in the amount of $1,856,054 and $7,269,830 has been recognized for the year ended February 29, 2012 and February 28, 2011.

 

Note 5 – Option Purchase Agreement 

 

On August 23, 2011, the Company made a payment of $100,000 and entered into a sixty (60) day option agreement (the "agreement") with Realbiz Holdings, Inc. to purchase 526.5 shares of its common stock representing an 84% interest in Realbiz, Inc. As part of this agreement, the Company must also remit payment of $20,000 of past due invoices owed to Realbiz Holdings, Inc and thirty days after the date of this agreement has agreed to remit $100,000 to grant this option to be effective and binding.  For the year ending on February 29, 2012, the Company has made $200,000 of total payments in compliance with this agreement. The exercise price is CDN 2,700,000 equivalent to approximately $2,669,000. On November 25, 2011, the Company entered into an amended agreement as follows:  On December 15, 2011, the Company will purchase 221.36 shares of common stock at a purchase price of CDN 900,000 equivalent to approximately$882,000; on February 28, 2012, the Company will purchase 221.36 shares of common stock at a purchase price of CDN 907,397 equivalent to approximately $889,000; on April 30, 2012, the Company will purchase 221.36 shares of common stock at a purchase price of CDN 914,795 equivalent to approximately $897,051. As of January 23, 2012, the date of filing the Company’s 10-Q, no payments have been made to purchase the shares of common stock.

 

Note 6 - Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following at February 29th and 28th, respectively:

 

   2012   2011 
Trade accounts payable  $1,080,902   $2,206,359 
Accrued interest   639,542    346,120 
Deferred salary   76,891    95,579 
Accrued expenses – other   215,154    236,780 
Totals  $2,012,489   $2,884,838 

 

Note 7 – Notes Payable

 

On May 28, 2010, the Company entered into a settlement agreement (the “Agreement”) by and among the Company and Televisual Media, a Colorado limited liability company, TV Ad Works, LLC, a Colorado limited liability company, TV Net Works, a Colorado limited liability company, TV iWorks, a Colorado limited liability and Mr. Gary Turner and Mrs. Staci Turner, individuals residing in the State of Colorado (individually and collectively “TVMW,” and together with the Company, the “Parties”), in order to resolve certain disputed claims regarding the service agreements referred to above. The final settlement agreement stipulates that the settlement shall not be construed as an admission or denial of liability by any Party hereto.

 

F-12
 

 

Note 7 – Notes Payable (continued) 

 

On March 23, 2011, the Company entered into a debt purchase agreement whereby $65,000 of certain aged debt evidenced by a Settlement Agreement dated May 28, 2010 for $1,000,000 with a remaining balance of $815,000, was purchased by a non-related third party investor. As part of the agreement, the Company received $65,000 in consideration for issuing a 6 month, 21% convertible promissory note, with a face value of $68,500, maturing on September 23, 2011 (see Convertible Promissory Note 12). On August 31, 2011, the noteholder entered into a wrap around agreement to assign $485,000 of its debt to investors and immediately assigned $50,000 of its principal to a non-related third party investor and the Company issued a secured convertible promissory note for the same value (see Convertible Promissory Note 12).

 

On September 6, 2011, the Company re-negotiated the settlement agreement note, due to default, until February 1, 2013 for $785,000. Beginning on October 1, 2011, the Company shall make payments of $50,000 due on the first day of each month. The first $185,000 in payments shall be in cash and the remaining $600,000 shall be made in cash or common stock. On February 15, 2012, the noteholder assigned $225,000 of its $785,000 outstanding promissory note to a non-related third party investor and the Company issued a new convertible promissory note for the same value (see Convertible Promissory Note 12). As of February 29, 2012, the remaining principal balance is $510,000.

 

On August 16, 2004, the Company entered into a promissory note with an unrelated third party for $500,000. The note bears interest at 7% per year and matures in March 2011 payable in quarterly installments of $25,000. The balance of the note is $210,442 as of February 29, 2012 and the Company is in default of this note.

 

In February 2009, the Company restructured note agreements with three existing noteholders. The collective balance at the time of the restructuring was $250,000 plus accrued interest payable of $158,000 which was consolidated into three new notes payable totaling $408,000. The notes bear interest at 10% per year and matured on November 30, 2010, at which time the total amount of principle and accrued interest was due. In connection with the restructure of these notes the Company issued 300 detachable 3 year warrants to purchase common stock at an exercise price of $1,500.00 per share. The warrant issuance was recorded as a discount and amortized monthly over the terms of the note. On July 30, 2010, the Company issued 1,070 shares of common stock to settle all of these note agreements except for $25,000 still owed as of February 29, 2012 and the note is in default.

 

In connection with the acquisition of Brands on Demand, a five year lease agreement was entered into by an officer of the Company.  Subsequent to terminating the officer, the Company entered into an early termination agreement with the lessor in the amount of $30,000 secured by a promissory note to be paid in monthly installments of $2,500, beginning June 1, 2009 and maturing June 1, 2010. As of February 29, 2012, the Company has not made any installment payments on this obligation and the remaining principal balance of the note is $30,000 and the note is in default.

 

On November 17, 2010, the Company entered into a non-interest bearing demand note for the principal sum of $100,000. The terms of the loan is set for three weeks with the loan due and payable as of December 8, 2010. The lender has the option to receive payment of the loan in the amount of $100,000 plus 200 warrants for Next One Interactive common stock at $250 per share for a 3 year term or an alternative form of repayment. The alternative form of repayment gives the lender the right to have the loan amalgamated into an existing subscription agreement with The Rider Group, under the same terms of $250 per share with 2 warrants per share exercisable at $500 per share with a three year term. The Company has not issued the warrants to the lender and on May 16, 2011 entered into a convertible promissory note agreement rolling the balance of $100,000, adjoins an additional note for $125,000 into a new convertible promissory note of $225,000. See convertible promissory note 12.

 

On June 15, 2011, the Company received $100,000 in consideration for issuing a six month interest free $106,000 promissory note maturing November 25, 2011, incurring a one-time fee of $6,000.  The payments shall be due and payable as follows:  $26,500 on August 15, 2011; $26,500 on September 26, 2011; $26,500 on October 25, 2011; and $26,500 on November 25, 2011.  As of February 29, 2012, the remaining principal balance is $53,000 and the note is in default.

 

On December 5, 2011, the Company converted $252,833 of accounts payable and executed a 8% promissory note to same vendor. Commencing on December 5, 2011 and continuing on the 1st day of each calendar month thereafter, the Company shall pay $12,000 per month. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including, without limitation, reasonable attorney's fee, then to payment in full of accrued and unpaid interest and finally to the reduction of the outstanding principal balance of the Note. The principal balance as of February 29, 2012 is $221,130.

 

Debt maturities over the next five years attributable to the foregoing are tabulated below:

 

For the year ending February 29,     
2013  $960,681 
2014   88,891 
2015 and thereafter   -0- 
total  $1,049,572 

 

Interest expense on the notes payable was $67,122 and $58,493 for the year ended February 29, 2012 and February 28, 2011, respectively.

 

F-13
 

 

Note 8 – Capital Lease Payable

 

On June 1, 2006, the Company entered into a five year lease agreement for the purchase, installation, maintenance and training costs of certain telephone, communications and computer hardware equipment with a related party. The lease requires monthly payments of $5,078 including interest at approximately 18% per year and expired on June 1, 2011. On September 3, 2010, the Company amended the original agreement and secured additional financing in the amount of $56,671 to procure additional equipment for our real estate VOD operations as part of a joint venture agreement with an un-related entity Real Biz, Inc. The purpose is to provide the funding necessary for Real Biz, Inc. to purchase and install “Solution Hardware” that will be owned by Real Biz, Inc. The lease agreement remained unchanged with the exception of the terms being extended to September 1, 2012.

 

The following is a schedule by year of future minimum payments required under the lease together with their present value as of February 29th and 28th, respectively:

 

Year Ending February 29th and 28th:  2012   2011 
2012  $-0-   $60,944 
2013   26,613    26,613 
2014   -0-    -0- 
Total minimum lease payment   26,613    87,557 
Less amount representing interest   1,208    10,913 
Present value of minimum lease payments   25,405    76,644 
Less current portion   25,405    51,239 
Long-term portion  $-0-   $25,405 

 

Interest expense paid on the capital lease was $9,705 and $13,600 during the fiscal years ended February 29, 2012 and February 28, 2011, respectively.

 

Note 9Other Notes Payable

 

Related Party

 

During the year ending February 29, 2012, the Company repaid $23,284 owed to a director and officer of the Company. The loan bears interest at 18% per annum, compounded daily, on the unpaid balance and has no stated maturity date. As of February 29, 2012 there is no principal balance due. Interest expense on the note was $381 and $1,543, respectively for the years ended February 29, 2012 and February 28, 2011.

 

The Company has a loan payable to a party that is related to an existing director/officer for approximately $30,000. The loan bears interest at 10% per annum, compounded daily, on the unpaid balance and has no stated maturity date. On September 6, 2011, the noteholder converted $18,000 of principal and the Company issued 2,400 shares of common stock. On October 12, 2011, the noteholder converted the remaining principal balance (plus accrued interest) and the Company issued 2,063 shares of common stock. Interest expense on the loan was $2,238 and $3,280, respectively for the years ended February 29, 2012 and February 28, 2011.

 

During the year ending February 29, 2012, the Company repaid $4,853 on a loan payable with an unrelated entity where the same director/officer is president. As of February 29, 2012 there is no principal balance due. The loan bears interest at 18% per annum, compounded daily, on the unpaid balance and has no stated maturity date. Interest expense on the note was $2,331 and $3,088, respectively for the years ended February 29, 2012 and February 28, 2011.

 

F-14
 

 

Note 9Other Notes Payable (continued) 

 

Non Related Party

 

On March 5, 2010, the Company entered into a promissory note with a former chairman/director (“holder”) of the Company.  Pursuant to the note, the holder agreed to loan the Company $3,500,000. The note has an effective date of January 25, 2010 and a maturity date of January 25, 2011. The note bears interest at 6% per annum. As an incentive, the Company, on April 30, 2010, issued 1,700 warrants to the holder with a three-year life and a fair value of approximately $175,000 to purchase shares of the Company’s common stock, $0.00001 par value, per share, at an exercise price of $500 per share. As part of the original agreement on July 12, 2010, the Company issued 200 warrants to the holder with a three-year life and a fair value of approximately $22,372 to purchase shares of the Company’s common stock, $0.00001 par value, per share, at an exercise price of $500 per share. Additionally, on July 23, 2010, the Company issued 200 warrants to the holder with a three-year life and a fair value of approximately $33,427 to purchase shares of the Company’s common stock, $0.00001 par value, per share, at an exercise price of $1.00 per share. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate between 0.94% and 1.51%, dividend yield of -0-%, volatility factor between 115.05% and 124.65% and an expected life of 1.5 years. The fair value of warrants is amortized as finance fees over the term of the loan.  The Company recorded $230,880 in prepaid finance fees upon origination and amortized $-0- and $192,119 in expense, respectively for the years ended February 29, 2012 and February 28, 2011.

 

F-15
 

 

Note 9Other Notes Payable (continued)

 

Non Related Party (continued)

 

Interest charged to operations relating to this note was $4,059 and $43,442, respectively for the years ended February 29, 2012 and February 28, 2011. On March 11, 2011, the Company entered into a termination agreement with the noteholder where upon the note holder exercised 2,100 warrants into common shares, converted $450,000 of principal owed under the current note into 4,500 common shares, executed a new convertible promissory note of $500,000 and $25,000 was applied as a credit against a stock subscription of the holder's daughter. As of February 29, 2012, there is no principal balance due. See footnotes 12 and 13.

 

On March 5, 2010, the Company entered into a promissory note with a former director (“holder”) of the Company.  Pursuant to the note, the holder agreed to loan the Company $3,500,000 over a period of time. The note has an effective date of January 25, 2010 and a maturity date of January 25, 2011. The note bears interest at 6% per annum.  Previous to entering into this agreement and as an incentive, the Company, on January 27, 2010, issued 14,000 warrants to the holder with a three-year life and a fair value of $2.3 million to purchase shares of the Company’s common stock, $0.00001 par value, per share, at an exercise price of $500 per share. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of 1.46%, dividend yield of -0-%, volatility factor of 136.1% and an expected life of 1.5 years. The fair value of warrants is amortized as finance fees over the term of the loan.  The Company recorded approximately $2.3 million in prepaid finance fees upon origination and amortized approximately $-0- and $2,064,000 in expense, respectively for the year ended February 29, 2012 and February 28, 2011. Interest charged to operations relating to this note was $46,369 and $308,318, respectively for the years ended February 29, 2012 and February 28, 2011. During the year ended February 29, 2012, the Company received $130,000 in advances from the former director (holder) of which the Company repaid $130,000. On April 15, 2011, the former note, plus accrued interest was converted into three convertible promissory notes totaling $6,099,526. As of February 29, 2012, there is no principal balance due. See footnote 12.

 

On July 23, 2010, the Company had an existing promissory note with a shareholder in the amount of $100,000.  The note is due and payable on July 23, 2011 and bears interest at rate of 6% per annum. As consideration for the loan, the Company issued 200 warrants to the holder with a three-year life and a fair value of approximately $33,000 to purchase shares of the Company’s common stock, $0.00001 par value, per share, at an exercise price of $500 per share. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of .984%, dividend yield of -0-%, volatility factor of 115.05% and an expected life of 1.5 years. The fair value of warrants is amortized as finance fees over the term of the loan. On September 26, 2011, the noteholder assigned $30,000 of its principal to a non-related third party investor and the Company issued a convertible promissory note for same value. The Company recorded approximately $33,000 in prepaid finance fees upon origination and amortized approximately $13,000 and $12,000 in expense, respectively for the year ended February 29, 2012 and February 28, 2011. Interest charged to operations relating to this note was $5,560 and $3,682, respectively for the year ended February 29, 2012 and February 28, 2011. As of February 29, 2012, the principal balance of the note is $70,000 and is in default.

 

Note 10Other Advances

 

Related Party

 

During the year ended February 29, 2012, the Company converted $168,000 of “bridge loans”.  The Company, as part of a conversion agreement dated April 13, 2011, of which the $98,000 was included along with $183,393 of shareholder loans, issued 2,814 shares of common stock and 5,628  3 year warrants with an exercise price $125 per share valued at $504,860 incurring one time interest only fee of approximately $223,000.  The remaining $70,000 was converted April 13, 2011 into a convertible promissory note, see footnote 12. The remaining principal balance as of February 29, 2012 totaled $18,000.

 

Non Related Party

 

During the year ended February 29, 2012, the Company received $190,000 in bridge loans from non-related third party investors.  The Company converted $211,000 of “bridge loans” into new convertible promissory notes, see footnote 12.  The remaining principal balance as of February 29, 2012, totaled $50,000.

 

Note 11 – Shareholder Loans

 

During the year ended February 29, 2012, the Company received cash advances amounting to $1,419,000 from shareholders while incurring transaction fees totaling $11,000. In addition, the Company issued 9,001 shares in common stock and 13,628 warrants as $636,393 of shareholder loans were converted into equity instruments and $721,000 was converted into convertible promissory notes. A shareholder advance of $275,000 was assigned to a third party investor creating a convertible promissory note. The remaining principal balance as of February 29, 2012 totaled $840,000.

 

F-16
 

 

Note 12 – Convertible Promissory Notes

 

Presented below is a tabled presentation of the Company’s secured convertible promissory notes for the year ended February 29, 2012. Each table consists of non-related and related party activity. Following each table is a series of explanations of various transactions occurring for a specific convertible promissory note. Table one discloses terms of each note and analysis of principal balances. Table two discloses conversion terms, debt discount and related amortization of debt discount. Table three discloses notes requiring calculation of derivative liabilities and changes in the fair market value. Each table has its own set of references providing additional disclosures required by generally accepted accounting principles.

 

Table 1

 

Non-Related Party:                              

Interest expense for the

years ended

 

Original

Date

    Note #     Principal or
Value
Received
    Ref #  

Maturity

Date

  Interest
Rate
    Principal
Balance
2/29/12
    Un-Amortized
Debt Discount
2/29/12
    Carrying
Value
2/29/12
    2/29/12     2/28/11  
12/14/10     1     $ 50,000       (1)   3/14/11     10.0 %   $ -0-     $ -0-     $ -0-     $ 1,220     $ 1,052  
12/17/10     2       250,000       (2)   3/20/11     10.0 %     -0-       -0-       -0-       1,590       5,050  
1/11/11     3       200,000       (3)   2/11/11     6.0 %     -0-       -0-       -0-       9,529       1,584  
1/11/11     4       117,200       (4)   1/10/12     5.0 %     8,912       -0-       8,912       1,516       773  
2/18/11     5       50,000       (5)   3/11/11     0.0 %     -0-       -0-       -0-       -0-       -0-  
2/14/11     6       25,000       (6)   5/31/12     6.0 %     25,000       -0-       25,000       768       -0-  
2/14/11     7       25,000       (6)   5/31/12     6.0 %     25,000       -0-       25,000       768       -0-  
2/14/11     8       25,000       (7)   5/31/12     0.0 %     -0-       -0-       -0-       -0-       -0-  
1/25/11     9       85,000       (8)   10/27/11     8.0 %     -0-       -0-       -0-       2,896       -0-  
3/11/11     10       100,000       (9)   3/11/11     0.0 %     -0-       -0-       -0-       -0-       -0-  
3/11/11     11       100,000       (9)   3/11/11     0.0 %     -0-       -0-       -0-       -0-       -0-  
3/11/11     12       25,000       (9)   3/11/11     0.0 %     -0-       -0-       -0-       -0-       -0-  
3/14/11     13       50,000       (10)   12/16/11     8.0 %     -0-       -0-       -0-       1,622       636  
3/17/11     14       500,000       (11)   4/6/12     6.0 %     185,000       -0-       185,000       20,195       -0-  
3/23/11     15       68,500       (12)   9/23/11     21.0 %     -0-       -0-       -0-       8,906       -0-  
4/15/11     17       4,388,526       (13)   4/15/12     6.0 %     4,385,326       306,158       4,079,168       236,891       -0-  
4/15/11     18       1,500,000       (14)   4/15/12     6.0 %     744,000       -0-       744,000       73,399       -0-  
4/15/11     19       211,000       (15)   4/15/12     6.0 %     211,000       14,773       196,227       11,395       -0-  
5/15/11     20       100,000       (16)   5/15/12     6.0 %     100,000       -0-       100,000       4,882       -0-  
5/13/11     21       150,000       (1)   5/31/12     6.0 %     -0-       -0-       -0-       4,555       -0-  
5/16/11     22       225,000       (17)   5/31/12     6.0 %     -0-       -0-       -0-       6,718       -0-  
6/1/11     23       25,000       (18)   5/31/12     6.0 %     25,000       -0-       25,000       1,147       -0-  
6/1/11     24       150,000       (19)   5/31/12     6.0 %     150,000       -0-       150,000       6,884       -0-  
6/16/11     25       60,000       (20)   3/20/12     8.0 %     28,000       4,272       23,728       3,130       -0-  
5/23/11     28       46,000       (21)   5/31/12     6.0 %     -0-       -0-       -0-       1,081       -0-  
6/27/11     29       100,000       (22)   5/31/12     6.0 %     -0-       -0-       -0-       663       -0-  
7/12/11     30       50,000       (23)   5/31/12     6.0 %     50,000       -0-       50,000       1,944       -0-  

 

F-17
 

 

Note 12 – Convertible Promissory Notes (continued)

 

Table 1 (continued)

 

Non-Related Party (continued):                              

Interest expense for the

years ended

 

Original

Date

    Note #    

Principal or

Value

Received

    Ref #  

Maturity

Date

 

Interest

Rate

   

Principal

Balance

2/29/12

   

Un-Amortized

Debt Discount

2/29/12

   

Carrying

Value

2/29/12

    2/29/12     2/28/11  
6/15/11     31