PINX:NXOI Next 1 Interactive Inc Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: August 31, 2012

 

¨TRANSITION REPORT PURSUANT TO 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)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or 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.

x Yes       ¨ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes       ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company: 

 

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

 

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

 

As of October 18, 2012, there were 9,396,197 shares outstanding of the registrant’s common stock.

 

 
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Balance Sheets

 

   August 31,   February 29, 
   2012   2012* 
   (Unaudited)     
Assets          
Current Assets          
Cash  $4,065   $12,989 
Accounts receivable, net of allowance for doubtful accounts   -    1,456 
Miscellaneous receivable   427,909    - 
Prepaid expenses and other current assets   24,560    - 
Security deposits   46,611    46,611 
Total current assets   503,145    61,056 
           
Option Agreement   582,000    305,000 
           
Website Development costs and intangible assets, net   62,541    96,591 
Total assets  $1,147,686   $462,647 
           
Liabilities and Stockholders' Deficit          
Current Liabilities          
Accounts payable and accrued expenses  $2,155,724   $2,012,489 
Other current liabilities   550,817    603,953 
Derivative liabilities - convertible promissory notes   610,513    916,202 
Derivative liabilities - preferred series A   41,947    1,338,017 
Convertible promissory notes, net of discount of $160,159 and $924,446, respectively   7,112,694    7,417,459 
Convertible promissory notes - related party, net of discount of $-0- and $-0-, respectively   605,000    355,000 
Other advances   68,000    68,000 
Other notes payable   120,000    70,000 
Shareholder loans   835,000    840,000 
Capital lease payable   -    25,405 
Notes payable - current portion   944,813    960,681 
Total current liabilities   13,044,508    14,607,206 
           
Convertible promissory notes - long term portion, net of discount of $36,269 and $-0-, respectively   36,131    - 
Notes payable - long-term portion   19,259    88,891 
Total liabilities   13,099,898    14,696,097 
           
Stockholders' Deficit          
Series A Preferred stock,  $.01 par value; 3,000,000 authorized; and 1,884,611 shares issued and outstanding at August 31, 2012 and 1,809,611 shares issued and outstanding at February 29, 2012, respectively   18,846    18,096 
Series B Preferred stock, $.00001 par value; 3,000,000 authorized; -0- shares issued and outstanding at  August 31, 2012 and February 29, 2012, respectively   -    - 
Series C Preferred stock, $.00001 par value; 3,000,000 authorized; -0- shares issued and outstanding at  August 31, 2012 and February 29, 2012, respectively   -    - 
Series D Preferred stock, $.00001 par value; 3,000,000 authorized; -0- shares issued and outstanding at  August 31, 2012 and February 29, 2012, respectively   -    - 
Preferred Stock Subscribed   2,475,100    - 
Common stock, $.00001 par value; 500,000,000 shares authorized; 7,638,829 and 1,150,003 shares issued and outstanding at  August 31, 2012 and February 29, 2012, respectively   76    12 
Additional paid-in-capital   53,467,349    52,735,408 
Stock subscription receivable   -    (3,790)
    55,961,371    52,749,726 
Accumulated deficit   (67,913,583)   (66,983,176)
Total stockholders' deficit   (11,952,212)   (14,233,450)
           
Total liabilities and stockholders' deficit  $1,147,686   $462,647 

 

*Derived from audited financial statements.

 

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

 

2
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

   For the three months ended   For the six months ended 
   August 31,   August 31, 
   2012   2011   2012   2011 
                 
Revenues                    
Travel and commission revenues  $140,594   $371,617   $308,267   $548,884 
Advertising revenues   266    28,561    989    145,531 
Total revenues   140,860    400,178    309,256    694,415 
                     
Cost of revenues   110,323    672,772    229,603    2,037,948 
                     
Gross profit (loss)   30,537    (272,594)   79,653    (1,343,533)
                     
Operating expenses                    
Salaries and benefits   237,417    331,002    528,634    779,189 
Selling and promotions expense   7,020    6,575    16,520    34,801 
General and administrative   508,698    1,390,082    979,570    2,454,289 
Total operating expenses   753,135    1,727,659    1,524,724    3,268,279 
                     
Operating loss   (722,598)   (2,000,253)   (1,445,071)   (4,611,812)
                     
Other income (expense)                    
Interest expense   (389,404)   (1,365,771)   (1,245,472)   (3,334,288)
Gain (loss) on settlement of debt   (6,256)   (386,637)   23,744    (498,065)
Gain on legal settlement   -    1,314,420    -    1,314,420 
Gain on change in fair value of derivatives   907,740    2,155,230    1,790,227    1,998,397 
Other expense   (1,186)   (86,615)   (50,045)   (86,634)
Total other income (expense)   510,894    1,630,627    518,454    (606,170)
                     
Net loss  $(211,704)  $(369,626)  $(926,617)  $(5,217,982)
                     
Weighted average number of shares outstanding   5,840,084    160,445    4,228,456    145,805 
                     
Basic and diluted net loss per share  $(0.04)  $(2.30)  $(0.22)  $(35.79)

 

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

 

3
 

 

Next 1 Interactive, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

   For the six months ended 
   August 31, 
   2012   2011 
Cash flows from operating activities:          
Net loss  $(926,617)  $(5,217,982)
Adjustments to reconcile net loss to net cash from operating activities:          
Interest on bridge loan conversions   -    339,984 
Warrants issued in lieu of interest   1,500    - 
(Gain) loss on settlement of debt   (30,000)   498,065 
Gain on legal settlement   -    (1,314,420)
Amortization of intangibles   34,050    611,436 
Amortization of discount on notes payable   916,486    2,691,880 
Amortization of finance fees   -    23,779 
Stock based compensation and consulting fees   160,081    1,085,018 
Conversion penalties   46,950    - 
Gain on change in fair value of derivatives   (1,790,227)   (1,998,397)
Changes in operating assets and liabilities:          
Decrease in accounts receivable   1,456    16,344 
Increase in miscellaneous receivables   (427,909)   - 
Increase in prepaid expenses and other current assets   (24,560)   (302)
Increase in security deposits   -    (19,279)
Increase in accounts payable and accrued expenses   202,475    881,589 
Decrease in other current liabilities   (29,136)   (81,441)
Net cash used in operating activities   (1,865,451)   (2,483,726)
           
Cash flows from investing activities:          
Purchase of option agreement   (277,000)   (100,000)
Net cash used in investing activities   (277,000)   (100,000)
           
Cash flows from financing activities:          
Proceeds from convertible promissory notes   594,500    1,451,000 
Payments on convertible promissory notes   (31,171)   (17,000)
Payments on other advances   -    (21,319)
Proceeds from other notes payable   50,000    100,000 
Principal payments of other notes payable   (32,500)   (56,500)
Proceeds from shareholder loans   733,000    250,000 
Proceeds from sundry notes payable   -    130,000 
Principal payments on sundry notes payable   -    (130,000)
Principal payments on capital lease   (25,405)   (28,772)
Proceeds from issuance of Series A Preferred shares   75,000    - 
Proceeds from preferred series subscriptions agreements   770,103    - 
Proceeds from the collection of stock subscription receivable   -    242,415 
Proceeds from the sale of common stock and warrants   -    348,750 
Net cash provided by financing activities   2,133,527    2,268,574 
           
Net decrease in cash   (8,924)   (315,152)
           
Cash at beginning of period   12,989    419,817 
           
Cash at end of period  $4,065   $104,665 
           
Supplemental disclosure:          
Cash paid for interest  $182,208   $11,933 

 

Supplemental disclosure of non-cash investing and financing activity:

 

During the six months ended August 31, 2012, the Company issued 35,000 shares of common stock and 110,000 warrants in exchange for services rendered, consisting of financing and consulting fees incurred in raising capital, valued at approximately $14,956. The value of the common stock issued was based on the fair value of the stock at the time of issuance or the fair value of the services provided, whichever was more readily determinable. The value of the warrants was estimated at date of grant using Black-Scholes option pricing model with the following assumptions: risk free interest rate 0.16% to 0.19$, dividend yield of -0-%, volatility factor of 287.30% to 356.88 and expected life of 1 year.

 

During the six months ended August 31, 2012, the Company converted a series of promissory notes and issued 6,453,700 shares of the Company's common valued at $632,182, incurring $46,950 of penalties for tardy conversions

 

During the six months ended August 31, 2012, the remaining 2,025 stock options issued on October 3, 2011, with an exercise price of $7.25 to employees, directors and executives vested and the Company incurred $10,125 in compensation costs.

 

During the six months ended August 31, 2012, the Company realized a Series A preferred stock dividend of $3,790.

 

During the six months ended August 31, 2012, the Company transacted $55,000 in consulting agreements and issued 11,000 shares of Series B preferred stock subscription agreements.

 

During the six months ended August 31, 2012, the Company transacted $80,000 in consulting agreements and issued 16,000 shares of Series C preferred stock subscription agreements.

 

During the six months ended August 31, 2012, the Company converted $831,600 of outstanding debt and issued 166,320 shares of Seried D preferred stock subscription agreements.

  

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

 

4
 

 

Note 1 - Summary of Business Operations and Significant Accounting Policies

 

Nature of Operations and Business Organization

 

Next 1 Interactive (“Next 1” or the “Company”) is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip – its travel division, and Next One 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, Extraordinary Vacations 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 March 1, 2008. All loss per share amounts are reflected based on Next 1 shares outstanding, basic and dilutive.

 

Effective May 22, 2012, the Company effected 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.

 

Basis of Presentation and Going Concern

 

The unaudited consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These consolidated financial statements have not been audited.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended February 29, 2012, which is included in the Company's Form 10-K for the year ended February 29, 2012. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year.

 

Principles of Consolidation

 

The accompanying unaudited 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.

 

5
 

 

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

 

Use of Estimates

 

The Company’s significant estimates include allowance for doubtful accounts, valuation of intangible assets, 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.

 

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. As of August 31, 2012, the Company had no 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. The amortization expense for the six months ended August 31, 2012 and 2011 is $34,050 and $611,436, 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.

 

6
 

 

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

 

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 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 is 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:

 

 

   August 31,
2012
   August 31,
2011
 
Series A convertible preferred stock issued and outstanding   1,884,611    15,553 
Warrants to purchase common stock issued, outstanding and exercisable   1,935,012    122,197 
Stock options issued, outstanding and exercisable   4,050    -0- 
Series B convertible preferred subscribed   1,493,000    -0- 
Series C convertible preferred subscribed   80,000    -0- 
Series D convertible preferred subscribed   902,100    -0- 
Shares on convertible promissory notes   34,431,847    198,544 
    40,730,620    336,294 

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.

 

The Company did not recognize Barter revenue or expense for the six months ended August 31, 2012 and 2011, respectively.

 

7
 

 

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

 

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 d

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