UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2007
Commission File No. 000-50621
MAXIMUM AWARDS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 86-0787790
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(State of organization) (I.R.S. Employer Identification Number.)
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada
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(Address of principal executive offices)
416-929-5798
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Registrant's telephone number, including area code
Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
There are 36,848,400 shares of common stock outstanding, as of May 16, 2007.
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2007
AND MARCH 31, 2006
UNAUDITED
CONTENTS
Interim Consolidated Balance Sheets 1
Interim Consolidated Statements of Operations and Comprehensive Loss 2
Interim Consolidated Statements of Cash Flows 3
Notes to Financial Statements 4 - 20
Exhibits 21 - 24
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENT
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Interim Consolidated Balance Sheets
March 31, 2007 and December 31, 2006
2007 2006
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(Unaudited) (Audited)
ASSETS
Current
Cash $ 37,825 $ 56,974
Accounts receivable 80,007 69,766
Inventory 13,320 10,872
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Total Current Assets 131,152 137,612
Furniture and Equipment (note 5) 21,788 22,312
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Total Assets $ 152,940 $ 159,924
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LIABILITIES
Current
Accounts payable $ 439,705 $ 344,720
Accrued Charges 50,788 42,788
Liability for unredeemed points 15,366 15,579
Due to Related Party 138,500 116,000
Convertible debenture note -- 388,705
Advances from directors (note 8) 235,416 239,881
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Total Current Liabilities 879,775 1,147,673
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Total Liabilities 879,775 1,147,673
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STOCKHOLDERS' DEFICIENCY
Capital Stock (note 9) 36,838 33,677
Additional Paid-In Capital 1,627,114 1,208,725
Accumulated Other Comprehensive Loss (56,022) (47,559)
Accumulated Deficit (2,334,765) (2,182,592)
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Total Stockholders' Deficit (726,835) (987,749)
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Total Liabilities and Stockholders' Deficit $ 152,940 $ 159,924
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- 1 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Interim Consolidated Statements of Operations and Comprehensive Loss
Three Months Ended March 31, 2007 and March 31, 2006
2006 2005
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(Unaudited) (Unaudited)
Revenue $ 78,902 $ 105,217
Cost of Sales 40,167 50,795
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Gross Profit 38,735 54,422
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Expenses
General and administrative 152,937 260,355
Legal and professional fees 20,721 10,000
Interest 16,103 1,120
Amortization 1,147 1,319
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Total Expenses 190,908 272,794
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Operating Loss (152,173) (218,372)
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Provision for income tax -- --
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Net Loss (152,173) (218,372)
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Foreign Currency Translation Adjustment (8,463) (3,190)
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Comprehensive Loss $ (160,636) $ (221,562)
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Basic and Fully Diluted Loss per Share $ (0.07) $ (0.10)
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Basic and Fully Diluted Weighted Average
Number of Shares Outstanding During the Period 2,184,500 2,155,000
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- 2 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Interim Consolidated Statements of Cash Flows
Three Months Ended March 31, 2007 and March 31, 2006
2007 2006
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(Unaudited) (Unaudited)
Cash Flows from (Used in) Operating Activities
Net Loss $ (152,173) $ (218,372)
Adjustments to reconcile net loss income to net
cash used in operating activities
Amortization 1,147 1,319
Accounts receivable (10,241) (1,520)
Inventory (2,448) 2,056
Prepaid Expenses -- (11,114)
Liability for unredeemed points (213) 2,915
Accounts payable and accrued charges 102,985 773
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Net cash from used in operating activities (60,943) (223,943)
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Cash Flows Used in Investing Activities
Purchase of equipment (623) (4,525)
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Net cash from used in investing activities (623) (4,525)
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Cash Flows Derived from Financing Activities
Increase (Conversion) of notes payable (388,705) 158,032
Advances from related parties 22,500 (2,016)
Issue of Common Stock 421,550 80,000
Advances from directors (4,465) 1,159
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Net cash provided by financing activities 50,880 237,175
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Net Increase in Cash (10,686) 8,707
Foreign Exchange on Cash Balances (8,463) (3,190)
Cash - beginning of period 56,974 42,206
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Cash - end of period $ 37,825 $ 47,723
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Total Cash $ 37,825 $ 47,723
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- 3 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
1. Operations and Business
Maximum Awards, Inc, formerly known as Rising Fortune Incorporated (the
"Company"), was incorporated in the State of Nevada on March 7, 1995. The
Company was inactive between 1996 and 2000. In 2000, the Company entered
into an agreement to distribute product. However, the agreement never
materialized and the Company continued to remain inactive until November
18, 2003. On November 19, 2003, the Company amended its Articles of
Incorporation to change its name to Maximum Awards, Inc.
On December 9, 2003, the Company entered into a definitive Share Exchange
Agreement (the "Agreement") with Maximum Awards (Pty) Ltd., an Australian
corporation operating a consumer rewards program, whereby the Company
acquired all of the issued and outstanding shares of the Subsidiary in
exchange for 22,000,000 common shares and 1,000,000 preferred shares
Series "A" of the Company in a reverse merger transaction. The preferred
shares Series "A" are non-participating, but each share is entitled to 50
votes in a general meeting. In addition, the Company issued 2,200,000
common shares as a finder's fee for assistance in the acquisition of the
Subsidiary. As a result of the Agreement, the shareholder of Maximum
Awards (Pty) Ltd. controls 96% of the Company. While the Company is the
legal parent, as a result of the reverse takeover, Maximum Awards (Pty)
Ltd. became the parent company for accounting purposes.
On June 1, 2004, the Company acquired 100% of the issued and outstanding
share capital of both Global Business Group Australia (Pty) Ltd. ("Global
Business") and Travel Easy Holidays (Pty) Ltd. ("Travel Easy") from the
directors of the respective companies for $1.00. Global Business and
Travel Easy are controlled by the same shareholder, who controls the
Company and Maximum Awards (Pty) Ltd. As such, this transfer of equity
interests between common controlled entities is accounted for as a
recapitalization of the Company with the net assets of Maximum Awards
(Pty) Ltd. and the Company brought forward at their historical basis.
The Company operates a loyalty and rewards program known as Maximum
Awards. Under this program, consumers earn points by purchasing products
and services from a range offered by the Company's subsidiaries, Global
Business and Travel Easy, or program partners. Accumulated points then can
be redeemed to acquire additional desired products or services from the
same list of such items offered by the Company's subsidiaries.
The Company's subsidiary, Global Business, maintains a catalogue of
available goods and services which a member can purchase, or acquire
through the redemption of points. Travel Easy is a licensed travel agency
which services the public and also allows members to purchase travel
services or redeem points for airline tickets or travel packages.
- 4 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
2. Going Concern
These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
with the assumption that the Company will be able to realize its assets
and discharge its liabilities in the normal course of business.
The Company has sustained operating losses since inception, has raised
minimal capital and has no long-term contracts related to its business
plans. The Company's continuation as a going concern is uncertain and
dependant on successfully bringing its services to market, achieving
future profitable operations and obtaining additional sources of financing
to sustain its operations. In the event the Company cannot obtain the
necessary funds, it will be necessary to delay, curtail or cancel the
further development of its products and services. Though the business plan
indicates profitable operation in the coming year, these profits are
contingent on completing and fulfilling contracts with various providers
of goods and services throughout the world to provide the Company with a
cash-flow to sustain operations.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
3. Summary of Significant Accounting Policies
a) Basis of Financial Statement Presentation
These financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of
America, under the accrual method of accounting, with the assumption
that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for
interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in
the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Interim results are not necessarily indicative
of the results that may be expected for a full year. These financial
statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the
Company's Annual Report to Stockholders on Form 10-KSB for the
fiscal year ended December 31, 2006, as filed with the Securities
and Exchange Commission.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
b) Basis of Consolidation
The merger of the Company and Maximum Awards (Pty) Ltd. has been
recorded as the recapitalization of the Company, with the net assets
of Maximum Awards (Pty) Ltd. and the Company brought forward at
their historical basis. The intention of the management of Maximum
Awards (Pty) Ltd. was to acquire the Company as a shell company to
be listed on the OTC Bulletin Board. Management does not intend to
pursue the business of the Company. As such, accounting for the
merger as the recapitalization of the Company is deemed appropriate.
As mentioned in Note 1, these interim consolidated financial
statements include the financial position and results of operations
of Global Business and Travel Easy.
The weighted average and total number of shares outstanding have
been retroactively restated for each period to reflect the number of
shares issued to shareholders of the subsidiary at acquisition.
c) Unit of Measurement
United States of America currency is being used as the unit of
measurement in these financial statements.
d) Use of Estimates
In preparing the Company's consolidated financial statements,
management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosures
of contingent assets and liabilities at the dates of the financial
statements, and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those
estimates.
e) Inventory
Inventory consists of goods purchased for resale. Inventory is
stated at the lower of cost (first-in, first-out method) or net
realizable value.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
f) Revenue Recognition
Consumer Reward Points Program
The Company does not charge a membership fee for joining the Maximum
Awards Program. The Company recognizes commission income from a
participating vendor when the participating vendor commits to
purchasing points from the Company and collectibility is reasonably
assured.
Travel Agency
The Company earns commission revenues from ticket sales and reports
this revenue in accordance with Emerging Issues Task Force ("EITF")
Issue No.99-19, "Reporting Revenue Gross as a Principal versus Net
as an Agent". The Company is an agent and not the primary obligor,
and accordingly the amounts earned are determined using a fixed
percentage, a fixed-payment schedule, or a combination of the two.
Online Shopping
The Company recognizes revenue from product sales or services
rendered when the following four revenue recognition criteria are
met: persuasive evidence of an arrangement exists, delivery has
occurred or services have been rendered, the selling price is fixed
or determinable, and collectibility is reasonably assured.
Additionally, revenue arrangements with multiple deliverables are
divided into separate units of accounting if the deliverables in the
arrangement meets the following criteria:
(1) the delivered item has value to the customer on a standalone
basis; (2) there is objective and reliable evidence of the fair
value of undelivered items; and (3) delivery of any undelivered item
is probable.
Product sales, net of promotional discounts, rebates, and return
allowances, are recorded when the products are shipped and title
passes to customers. Retail items sold to customers are made
pursuant to a sales contract that provides for transfer of both
title and risk of loss upon the Company's delivery to the carrier.
The return policy allows customers to exchange product within 7
days.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
The Company periodically provides incentive offers to it's customers
to encourage purchases. Such offers include current discount offers,
such as percentage discounts off current purchases, inducement
offers, such as offers for future discounts subject to a minimum
current purchase, and other similar offers. Current discount offers,
when accepted by the customers, are treated as a reduction to the
purchase price of the related transaction, while inducement offers,
when accepted by the customers, are treated as a reduction to
purchase price based on estimated future redemption rates.
Redemption rates are estimated using the Company's historical
experience for similar inducement offers. Current discount offers
and inducement offers are presented as a net amount in "Net sales."
g) Foreign Currency Translation
The Company accounts for foreign currency translation pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 52,
"Foreign Currency Translation". The Company's functional currency is
the Australian dollar. All assets and liabilities are translated
into U.S. dollars using the current exchange rate. Revenues and
expenses are translated using the average exchange rates prevailing
throughout the year. Translation adjustments are included in other
comprehensive income (loss) for the period.
h) Fair Value of Financial Instruments
The estimated fair value of financial instruments has been
determined by the Company using available market information and
valuation methodologies. Considerable judgment is required in
estimating fair value. Accordingly, the estimates may not be
indicative of the amounts the Company could realize in a current
market exchange. At March 31, 2006, the carrying amounts of cash,
accounts receivable, accounts payable, accrued charges, notes
payable and advances from directors approximate their fair values
due to the short-term maturities of these instruments.
i) Furniture and Equipment
Furniture and equipment is stated at cost. Depreciation, based on
the estimated useful lives of the assets, is provided using the
under-noted annual rates and methods:
Furniture and equipment 20% Declining balance
Computer software 20% Declining balance
- 8 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
j) Impairment of Long-Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", long-lived assets to be held and
used are analyzed for impairment whenever events or changes in
circumstances indicate that the related carrying amounts may not be
recoverable. The Company evaluates at each balance sheet date
whether events and circumstances have occurred that indicate
possible impairment. If there are indications of impairment, the
Company uses future undiscounted cash flows of the related asset or
asset grouping over the remaining life in measuring whether the
assets are recoverable. In the event such cash flows are not
expected to be sufficient to recover the recorded asset values, the
assets are written down to their estimated fair value. Long-lived
assets to be disposed of are reported at the lower of carrying
amount or fair value of asset less cost to sell. As described in
Note 2, the long-lived assets have been valued on a going concern
basis. However, substantial doubt exists as to the ability of the
Company to continue as a going concern. If the Company ceases
operations, the asset values may be materially impaired.
k) Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred tax assets and liabilities
are recorded for differences between the financial statement and tax
basis of the assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized. Income tax expense is recorded for the amount of income
tax payable or refundable for the period increased or decreased by
the change in deferred tax assets and liabilities during the period.
l) Stock Based Compensation
In accordance with SFAS No. 123(R) "Share Based Payment" ("SFAS No
123R"), the Company enters into transactions in which goods or
services are the consideration received for the issuance of equity
instruments. The value of these transactions are measured and
accounted for, based on the fair value of the equity instrument
issued or the value of the services, whichever is more reliably
measurable. The services are expensed in the periods during which
the services are rendered.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
m) Loss per Common Share
The Company calculates net loss per share based on SFAS No. 128,
"Earnings Per Share". Basic loss per share is computed by dividing
the net loss attributable to the common stockholders by the weighted
average number of common shares outstanding. Fully diluted loss per
share is computed similar to basic loss per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive.
n) Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income.("
SFAS No. 130")." SFAS No 130 establishes standards for reporting and
presentation of comprehensive income and its components in a full
set of financial statements. Comprehensive income (loss) is
presented in the statements of changes in stockholders' (deficit)
equity, and consists of net loss and unrealized gains (losses) on
available for sale marketable securities; foreign currency
translation adjustments. SFAS No. 130 requires only additional
disclosures in the financial statements and does not affect the
Company's financial position or results of operations.
o) Concentration of Credit Risk
SFAS No. 105, "Disclosure of Information About Financial Instruments
with Off-Balance Sheet Risk and Financial Instruments with
Concentration of Credit Risk", requires disclosure of any
significant off-balance sheet risk and credit risk concentration.
The Company does not have significant off-balance sheet risk or
credit concentration. The Company maintains cash with major
Australian financial institutions.
The Company provides credit to its clients in the normal course of
its operations. It carries out, on a continuing basis, credit checks
on its clients and maintains provisions for contingent credit losses
which, once they materialize, are consistent with management's
forecasts.
For other debts, the Company determines, on a continuing basis, the
probable losses and sets up a provision for losses based on the
estimated realizable value.
Concentration of credit risk arises when a group of clients having a
similar characteristic such that their ability to meet their
obligations is expected to be affected similarly by changes in
economic conditions. The Company does not have any significant risk
with respect to a single client.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd)
p) Segment Reporting
SFAS No. 131 "Disclosures about Segments of an Enterprise and
Related Information" establishes standards for the manner in which
public enterprises report segment information about operating
segments. The Company has determined that its operations primarily
involve three reportable segments based on the companies being
consolidated: Maximum Awards, Inc. - a consumer rewards program;
Travel Easy Holidays (Pty) Ltd. - a travel agency; and Global
Business Group (Pty) Ltd. - an online shopping business.
q) Recent Accounting Pronouncements
In February 2006, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 155, "Accounting for Certain Hybrid Financial
Instruments--an amendment of FASB Statements No. 133 and 140 ("SFAS
No. 155")." This statement permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative
that otherwise would require bifurcation; clarifies which
interest-only strips and principal-only strips are not subject to
the requirements of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities"; establishes a requirement to
evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring
bifurcation; clarifies that concentrations of credit risk in the
form of subordination are not embedded derivatives; and amended SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities", to eliminate the prohibition on
a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. SFAS No. 155 is
effective for all financial instruments acquired, issued, or subject
to a remeasurement (new basis) event occurring after the beginning
of an entity's first fiscal year that begins after September 15,
2006. The Company is currently reviewing the effect, if any; SFAS
No. 155 will have on its financial position.
In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets, an amendment of FASB Statement No. 140 ("SFAS
No. 156")." In a significant change to current guidance, SFAS No.
156 permits an entity to choose either of the following subsequent
measurement methods for each class of separately recognized
servicing assets and servicing liabilities: (1) amortization method
or (2) fair value measurement method. SFAS No. 156 is effective as
of the beginning of an entity's first fiscal year that begins after
September 15, 2006. The Company is currently reviewing the effect,
if any; SFAS No. 156 will have on its financial position.
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MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
3. Summary of Significant Accounting Policies (cont'd.)
r) Recent Accounting Pronouncements (cont'd.)
In June 2006, the FASB issued Financial Accounting Standards
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
("FIN 48")." FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in
accordance with SFAS No. 109. FIN 48 prescribes a recognition
threshold and measurement attributable for the financial statement
recognition and measurement of a tax position taken or expected to
be taken in a tax return. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting
in interim periods, disclosures and transitions. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company does
not expect the adoption of FIN 48 to have a material effect on its
financial statements.
In September 2006, FASB issued SFAS No. 157, "Fair Value
Measurements ("SFAS No. 157")". SFAS No. 157 provides enhanced
guidance for using fair value to measure assets and liabilities.
SFAS No. 157 applies whenever other standards require (or permit)
assets or liabilities to be measured at fair value. SFAS No. 157
does not expand the use of fair value in any new circumstances. SFAS
No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that
the reporting entity has not yet issued financial statements for
that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt SFAS No. 157
effective for periods beginning January 1, 2008. The Company is
currently evaluating the impact, if any, adoption of SFAS No. 157
will have on its financial statements.
4. Consumer Reward Points Program
The Company operated a consumer reward program, as described in Note 1,
whereby, consumers earn points by purchasing goods and services with
various vendors, whom are registered with the program. When a consumer
purchases a good or service, the vendor remits a cash amount for the
amount of points earned by the consumer to the Company. The Company does
not maintain an escrow account for funds collected.
5. Furniture and Equipment
March 31, December 31,
2006 2006
Accumulated Accumulated
Cost Amortization Cost Amortization
------------ ------------ ------------ ------------
Office furniture and equipment $ 30,826 $ 13,259 $ 30,358 $ 12,332
Computer software 5,715 1,494 5,560 1,274
------------ ------------ ------------ ------------
Net carrying amount $ 21,788 $ 22,312
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- 12 -
MAXIMUM AWARDS, INC.AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
6. Due to Related Party
The amount due to related party is owed to a shareholder of the Company
for consulting services provided. The amount is non-interest bearing,
unsecured and due on demand.
7. Convertible Debenture
During 2006 the Company sold convertible debentures to The Winterman Group
totaling $388,705. These debentures are secured by the assets of the
Company as per a general security agreement, bear interest at 10% per
annum and are payable on demand after January 31, 2007. The debenture was
converted into common stock at $0.10 per share on March 21, 2007 through
the issue of 4,101,500 common shares.
The Company determined that no value should be assigned to the conversion
feature of the debentures as the stated interest rate of the debenture is
equal to the prevailing market interest rate. The debenture was converted
at what the Company believed was a fair market rate at the time of the
conversion.
8. Advances from Directors
March 31, December 31,
2007 2005
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Notes payable to directors of the Company:
Maxwell Thomas $ 63,417 $ 89,184
Michael Sullivan 171,999 150,697
------------ ------------
$ 235,416 $ 239,881
============ ============
The notes are non-interest bearing, unsecured and have no specific terms
of repayment.
- 13 -
MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
9. Capital Stock
Authorized
10,000,000 Preferred shares, Series "A", par value of $0.001 per
share, non-participating, voting rights of 50 votes per
share
100,000,000 Common shares, par value of $0.001 per share
March 31, December 31,
2007 2006
------------ ------------
Issued Preferred shares, Series "A" (December 31 2006 - 1,000,000) $ - $ 1,000
36,838,400 Common shares (December 31, 2006 -32,676,900) 36,838 32,677
------------ ------------
$ 36,838 $ 33,677
============ ============
The following transactions occurred during 2006 and 2007:
a) On January 19, 2006 the Company issued 300,000 common shares for a
cash consideration of $30,000
b) On February 16, 2006 the Company issued 100,000 common shares for a
cash consideration of $50,000
c) On December 15, 2006 the Company issued 225,000 common shares for a
legal services valued at $22,500
d) On March 21, 2007, a director of the Company returned 1,000,000
preferred shares, Series "A" for no consideration and the Company
returned the preferred shares to treasury.
e) On March 21, 2007, the Company agreed to undertake the reverse split
of its authorized common stock at a ratio of fifteen to one. The
issued and outstanding common stock was reduced from 36,728,400 to
2,448,560, with an amended par value of $0.015 per common stock.
f) On March 21, 2007 the Company issued 4,101,500 common shares for the
conversion of a note held in the company. The shares were issued at
$0.10 per share.
g) On March 28, 2007 the Company issued 60,000 common shares (pre
reverse split) for a cash consideration of $11,400.
- 14 -
MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
10. Segmented Information
Three Months Three Months
Ended Ended
March 31 March 31
2007 2006
------------ ------------
Revenues by Segment:
Maximum Awards - consumer rewards program $ 0 $ 3,595
Travel Easy - travel agency 33,222 51,543
Global Business - online shopping 45,680 50,079
------------ ------------
Consolidated Revenues $ 78,902 $ 105,217
============ ============
Operating (Loss) by Segment:
Maximum Awards - consumer rewards program $ (92,988) $ (171,020)
Travel Easy - travel agency (62,483) (48,359)
Global Business - online shopping 3,298 989
------------ ------------
Consolidated Operating Loss $ (152,173) $ (218,372)
============ ============
Assets by Segment:
March 31, December 31,
2005 2005
Maximum Awards - consumer rewards program $ 17,556 $ 35,964
Travel Easy - travel agency 103,579 71,857
Global Business - online shopping 31,805 38,908
------------ ------------
Consolidated Gross Assets $ 152,940 $ 146,729
============ ============
Total Liabilities by Segment:
Maximum Awards - consumer rewards program $ 590,821 $ 393,390
Travel Easy - travel agency 248,321 55,118
Global Business - online shopping 40,633 40,017
------------ ------------
Consolidated Total Liabilities $ 879,775 $ 488,525
============ ============
Geographical information is not presented as the Company's consolidated
operations are conducted in Australia.
The Company does not earn any significant revenues from a single customer.
- 15 -
MAXIMUM AWARDS, INC.AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
11. Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". This Standard prescribes the use of the
liability method whereby deferred tax asset and liability account balances
are determined based on differences between financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax
rates.
Under SFAS No. 109 income taxes are recognized for the following: a)
amount of tax payable for the current year, and b) deferred tax
liabilities and assets for future tax consequences of events that have
been recognized differently in the financial statements than for tax
purposes.
The Company's current income taxes are as follows:
Three Months Three Months
Ended Ended
March 31 March 31
2007 2006
------------ ------------
Expected Income tax recovery at statutory
tax rate of 34% $ (51,738) $ (73,368)
Valuation allowance 51,738 73,368
------------ ------------
Current income taxes $ - $ -
============ ============
The Company has deferred income tax assets
as follows:
March 31 March 31
2007 2006
------------ ------------
Deferred income tax assets $ 782,738 $ 519,825
Valuation allowance (782,738) (519,825)
------------ ------------
$ - $ -
============ ============
As of March 31, 2007, the Company had a net operating loss carry forwards
for income tax reporting purposes of approximately $2,311,000 (2006 -
$1,528,000)that may be offset against future taxable income indefinitely.
Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs or a
change in the nature of the business. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company believes there
is a 50% or greater chance the carry forwards will expire unused.
Accordingly, the potential tax benefits of the loss carry forwards are
offset by a valuation allowance of the same amount.
- 16 -
MAXIMUM AWARDS, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
March 31, 2007
Unaudited
12. Commitments and Contingencies
The Company's lease on their premises expired during 2006, subsequently
the Company moved to a location owned by a related party that does not
charge the Company rent for its use.
The Company entered into a consulting agreement with a consultant, who is
also the spouse of a shareholder of the company holding the convertible
debenture referred to in note 7, for a period of six months beginning
August 1, 2006. The Company will pay a monthly fee of $15,000. The
consultant may opt, in lieu of cash, to receive payment for services
rendered in stock at a price of $0.10 per share or market price, whichever
is lower at the time of payment. The Company has determined that the
conversion feature of this contract is not material and therefore has not
been valued.
13. Supplemental Disclosure of Cash Flow Information:
Three Months Three Months
Ended Ended
March 31 March 31
2007 2006
------------ ------------
Cash paid during the period for:
Interest paid $ 2,429 $ -
Income taxes paid - -
14. Subsequent Events
On May 14, 2007, the Company finalized an irrevocable heads of agreement
with Plays On The Net Plc ("POTN") for the purchase of 100% of the common
stock of POTN and its subsidiary through the issuance of 12,000,000 common
shares (post reverse split). The acquisition is subject to the completion
of an audit of POTN, the completion of a formal agreement between both
parties and regulatory approval.
15. Comparative Information
Certain of the prior year balances have been reclassified to conform to
the current year's financial statement presentation.
- 17 -
Item 2. MANAGEMENT DISCUSSION AND ANALYSIS
The company was incorporated on March 7, 1995 under the name Rising
Fortune Incorporated.
On December 9, 2003, the company acquired 100% of the outstanding
shares of Maximum Awards Pty Ltd., an Australian company engaged in the business
of operating a consumer rewards program known as Maximum Awards. Under the
Maximum Awards program, consumers earn points by purchasing products and
services offered by the company and its program partners. Accumulated points
then can be redeemed in order to acquire additional desired products or services
from the same list of such items offered by the company. The company operates
its program in Australia and has done so since October 2002. In anticipation of
this transaction the company's articles of incorporation were amended on
November 19, 2003 to change the name of the company to Maximum Awards, Inc.
The acquisition of Maximum Awards Pty Ltd resulted in a change of
control of the company and was accounted for as a recapitalization of Maximum
Awards Pty Limited. The business of Maximum Awards Pty Ltd is now the business
of the company.
On June 1, 2004, the company acquired 100% of the issued and outstanding shares
of Travel Easy Holidays Pty Ltd ("Travel Easy") and Global Business Group Pty
Ltd ("Global Business"). These corporations are involved in the travel industry
and mail order industries and were acquired to add to the company's rewards
program operations by providing an in-house travel agency and a consumer
products retailer.
Travel Easy is an Australian proprietary limited corporation. Travel
Easy was organized under the law of the Province of Queensland, Australia on
July 19, 2002. Travel Easy is engaged in the business of providing travel agent
services and its operations are located in the company's offices in Brisbane,
Queensland, Australia. Prior June 1, 2004, Travel Easy was owned by Maxwell
Thomas, the company's chief executive officer, and Michael Sullivan, a director
of the company. Mr. Thomas owned 60% of Travel Easy and Mr. Sullivan owned 40%.
Under terms of the acquisition agreement between the company and Mr. Thomas, the
company acquired Travel Easy for $1.00 Australian. Travel Easy now is a
wholly-owned subsidiary of the company.
Global Business also is an Australian proprietary limited corporation. Global
Business was organized under the law of the Province of Queensland, Australia in
June 2003. Global Business does business under the name Easy Shopper Direct and
is engaged in the business of selling consumer goods on-line and through
published catalogs and its operations are located in the company's offices in
Brisbane, Queensland, Australia. Prior to June 1, 2004, Global Business was
owned by Maxwell Thomas, the company's chief executive officer, and Michael
Sullivan, a director of the company. Mr. Thomas owned 60% of Global Business and
Mr. Sullivan owned 40%. Under terms of the acquisition agreement between the
company and Mr. Thomas, the company acquired Global Business for $1.00.
Australian Global Business now is a wholly-owned subsidiary of the company.
Because both Travel Easy and Global Business were acquisitions under common
control, the financial statements have been prepared by including the accounts
of both Travel Easy and Global Business and have been accounted as a business
combination with the net assets of Maximum Awards (Pty) Ltd. and the Company
brought forward at their historical basis. The financial statements, including
the comparatives, reflect the accounts of Maximum Awards, Travel Easy and Global
Business.
Results for the three months ended March 31, 2006.
Revenues for the three months ended March 31, 2007 decreased by $26,315
from $105,217 for the three months ended March 31, 2006 to $78,902 for the three
months ended March 31, 2007. The decrease in revenues was due a decrease in
travel income of $18,321, a decrease in online shopping of $4,399 and a decrease
in reward program income of $3,595. The decrease in sales across all segments
was a result of a move in premises, a reduction in advertising and promotion
expenditure due to financial constraints. The awards program did not achieve any
sales in the quarter.
- 18 -
Cost of sales increased from 48.3% of sales for the three months ended March 31,
2006 to 50.9% of sales for the three months ended March 31, 2007. Gross profit
decreased by $15,687 from $54,422 for the three months ended March 31, 2005 to
$38,735 for the three months ended March 31, 2007. The reduction was primarily
due to reduced sales..
Overhead costs for the quarter increased by $81,886 from $272,294 for
the quarter March 31, 2006 to $190,908 for the quarter ended March 31, 2007.
General and administration costs decreased by $3,876, , advertising and
promotion costs reduced by $1,298, salaries reduced by $71,496, premises costs
reduced by $5,871, travel expense reduced by $32,156 and amortization decreased
by $172, while interest expense increased by $14,983 legal and professional fees
increased by $18,000. The reduction in costs is attributed to the company moving
premises and lower sales which required less employees. The increase in
professional fees was due to higher audit fees and costs associated with the
Company's securities filings and the increase in interest expense was interest
paid on the Winterman note which has now been converted..
We incurred a net loss of $152,173 or $(0.07) per share based on
2,184,500 weighted average shares outstanding for the quarter ended March 31
2007 compared to a loss of $218,372 or $(0.10) per share based on 2,155,000
weighted average shares outstanding for the quarter ended March 31,2006
Through the three months ended March 31,2007 we have relied on advances
of approximately $22,500 from our principal note holders, and proceeds of
$11,400 from the sale of common stock to support our operations. As of March 31,
2007, the Company had approximately $37,825 of its own cash and cash
equivalents. We plan to seek additional equity or debt financing of up to $3
million which we plan to use to use for working capital and to implement a
marketing program to increase awareness of our business and to expand our
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has operated its loyalty and rewards program in Australia
since October 2002 and intends to expand its business into North America during
2007. The company anticipates that this expansion will be funded principally
through the issuance of equity or debt securities or by entering into other
financial arrangements, including relationships with corporate and other
partners, in order to raise additional capital. Depending upon market
conditions, the company may not be successful in raising sufficient additional
capital for it to achieve its business objectives. In such event, the business,
prospects, financial condition, and results of operations could be materially
adversely affected.
The Company has entered into an agreement to acquire Plays on The Net Plc,
a United Kingdom corporation which is involved in online sales of audible books
and other book tiles. The acquisition will be finalized through the issue of the
Company's common stock. The acquisition will allow the Companies to expand its
online sales into the global market. Plays On The Net currently has a staff of
ten, and operates out of premises located in Toronto.
The company's operation in Brisbane, Queensland, Australia currently
employs approximately 6 people. The number of employees in Australia is not
expected to increase through the remainder of 2007.
During the next 12 months the Company expects to further expand its customer
base, establishing new merchants and expanding its product base. Specifically,
such spending will be concentrated on enhancing internet exposure and attracting
new product.
The Company has budgeted to spend $1.0 million dollars in developing the
internet market.
In order to meet its cash requirements for the next twelve months, the
Company plans to raise capital through private placements and through working
capital generated from operations.
- 19 -
There is no guarantee that the Company will be successful in its attempt
to raise capital sufficient to meet its cash requirements for the next twelve
months. If the company is not successful in its effort to raise sufficient
capital to meet its cash requirements, the business will fail and the company
will cease to do business.
Item 3. Controls and Procedures.
Evaluation of disclosure controls and procedures
As of the end of the period covered by this report, we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e). This evaluation was done
under the supervision and with the participation of our Principal Executive
Officer and Principal Financial Officer. Based upon that evaluation, our
Principal Executive Officer and Principal Financial Officer concluded that our
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.
Changes in internal controls
There has been no change in our internal controls or in other factor during the
period covered by this report that have materially affected, or is likely to
materially affect the Company's internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 21, 2007 the Company issued 4,101,500 common shares for the
conversion of a note held in the company. The shares were issued at $0.10 per
share. The shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act. The note holder received information
concerning the Company and had the opportunity to ask questions concerning the
Company. The shares issued contain a legend restricting transferability absent
registration or applicable exemption.
On March 28, 2007 the Company issued 60,000 common shares for a cash
consideration of $11,400. The shares were issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act. The investor received
information concerning the Company and had the opportunity to ask questions
concerning the Company. The shares issued contain a legend restricting
transferability absent registration or applicable exemption.
- 20 -
Item 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-B
31.1 Form 302: Certification of Chief Executive Officer
31.2 Form 302: Certification of Principal Financial Officer
32.1 Form 906: Certification of Chief Executive Officer and
Principal Financial Officer
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this day 17th day of May, 2007.
Maximum Awards Inc
/s/ Giuseppe Pino Baldassarre
-------------------------------
Name: Giuseppe Pino Baldassarre
Chief Executive Officer
- 21 -
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