XCPCNL Business Services Corp (XCPL)

[514]

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6947698

Here's the section (from 10q - VTPI) (dilution towards the bottom):

ITEM 1A. RISK FACTORS

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLANS AND THEREFORE MAY HAVE TO CEASE OUR OPERATIONS

We may not be able to generate sufficient revenues from our existing operations to fund our capital requirements. At the end of the quarterly period ending October 31, 2009, we had a cash balance of $321. We will require additional funds to enable us to operate profitably and grow our business. We believe we will need $300,000 to $350,000 to run our business for the next twelve months. In addition to the amounts needed to fund our operations, we will need to generate an additional $500,000 to cover our current liabilities for the next 12 months.

The financing we need may not be available on terms acceptable to us or at all. We currently have no bank borrowings and we may not be able to arrange any debt financing. Additionally, we may not be able to successfully consummate offerings of stock or other securities in order to meet our future capital requirements. If we cannot raise additional capital through issuing stock or creating debt, we may not be able to sustain or grow our business which may cause our revenues and stock price to decline.

WE HAVE ISSUED CONVERTIBLE SECURED PROMISSORY NOTES THAT ARE FULLY SECURED BY OUR ASSETS AND IF WE ARE UNABLE TO PAY THE NOTES ON THE MATURITY DATES WE MAY HAVE TO CEASE OPERATIONS

We have issued three convertible secured promissory notes to The Cellular Connection Ltd. that bear interest at 20% per annum and have maturity dates beginning on January 19, 2010. As of October 31, 2009 we had $239,900 due under the note issuances to The Cellular Connection and we may not be able to make payments under the notes when due. The holders of the notes also have the right to convert the notes plus accrued interest into shares of our common stock at any time prior to the maturity dates. If the holders elect to convert the notes this will further dilute the equity interests of existing shareholders.

WE RECENTLY REGISTERED SHARES OF COMMON STOCK TO BE ISSUED TO EMPLOYEES PURSUANT TO OUR STOCK COMPENSATION THAT WILL SIGNIFICANTLY DILUTE THE EQUITY INTERESTS OF EXISTING SHAREHOLDERS IN OUR COMPANY

We filed a registration statement with the Securities and Exchange Commission that registered 65,000,000 shares of common stock to be issued as compensation to employees. We are authorized to issue 100,000,000 shares of common stock and as of December 15, 2009 we had 30,455,187 shares of common stock issued and outstanding. To preserve cash, we intend to issue up to 65,000,000 shares of common stock as compensation to our employees and consultants which will significantly dilute the equity interests of existing shareholders. Consequently, the price of our common stock will likely fall and you may lose all or part of your investment.