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AnthonyTankHall

Re: None

Monday, 06/03/2013 1:04:02 PM

Monday, June 03, 2013 1:04:02 PM

I read the 10K and I am a little confused as to what's going on...
Can someone enlighten me?

10K -> - From my EquityFeed

Mon Jun 03 12:01:25 CDT 2013 www.equityfeed.com

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Monday, June 03 2013 12:38 PM, EST <hr color="Black"> SWORDFISH
FINANCIAL, INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. Edgar
Online "Glimpses"


The following discussion and analysis of financial condition, results of operations,
liquidity and capital resources should be read in conjunction with our
audited consolidated financial statements and notes thereto appearing elsewhere
in this report. This discussion contains forward-looking statements that
involve risks and uncertainties, including information with respect to
the plans, intentions and strategies for our businesses. The actual
results may differ materially from those estimated or projected in
any of these forward-looking statements.

 


As described above, the Company is currently pursuing an acquisition in
the IPTV industry, provided that the Company provides no assurances
that such acquisition will be successful, that the Company will have
adequate funding to complete such acquisition, or that such
acquisition, if completed, will not cause significant dilution to
existing shareholders.

 


Results of Operations For the Year Ended <chron>December 31, 2012</chron>
Compared to the Year Ended <chron>December 31, 2011</chron>

<br> 
 12<br>--------------------------------------------------------------------------------

Revenue

 


We did not generate any revenues during either the fiscal years ended <chron>December 31,
2012</chron> or 2011. We do not anticipate generating any revenues until
such time, if ever, as we are able to successfully complete an
acquisition in the IPTV space and until such acquisition generates
revenues.

 


Net Loss

 


The Company recognized a net loss of <money>$1,763,847</money> and <money>$1,367,059</money>
for the fiscal years ended <chron>December 31, 2012</chron> and 2011,
respectively. The increase in net loss was due to the increase in
general and administrative expenses and the increase in interest
expense.

 


Liquidity and Capital Resources

 


We had <money>$0</money> of total assets as of <chron>December 31, 2012</chron>.

 


We had total liabilities of <money>$6,176,524</money> as of <chron>December
31, 2012</chron>, consisting solely of current liabilities and
including, <money>$441,421</money> of notes payable (described in
greater detail in Note 5 to the consolidated financial statements attached
hereto), <money>$1,250,000</money> of notes payable - affiliate
(described in greater detail in Note 4 to the consolidated financial
statements attached hereto), <money>$1,030,999</money> of judgments
payable (described in greater detail in Note 6 to the consolidated
financial statements attached hereto), <money>$438,782</money> of
current portion of deferred retirement benefits (described in greater
detail in Note 10 to the consolidated financial statements attached
hereto), <money>$820,182</money> of accounts payable, <money>$149,185</money>
of advances from shareholders, and <money>$2,045,955</money> of accrued expenses
(described in greater detail in Note 8 to the consolidated financial statements
attached hereto).

 


Operating Activities

 


Cash flows used in operations totaled <money>$282,017</money> and <money>$417,434</money>
in fiscal years 2012 and 2011, respectively.

 


Investing Activities

 


Cash flows used for investing activities were <money>$0</money> and <money>$0</money>
in fiscal years 2012 and 2011, respectively.

 


Financing Activities

 


In 2012, the Company raised <money>$ 148,450</money> from the sale of
common stock in private placements, <money>$42,235</money> from
advances from shareholders and <money>$65,000</money> from the issuance
of debt instruments.

 


The Company owes <money>$290,000</money> to its former Chief Executive
Officer. This promissory note is unsecured and has an interest rate
of 15% per annum. The note matured on <chron>August 17, 2010</chron>.
The Company is negotiating with the noteholder for an extension.

 


The Company owes <money>$1,250,000</money> to a former member of its
Board of Directors (who resigned on <chron>August 17, 2009</chron>).
The demand promissory note is unsecured and bears an interest rate of
15% per annum. The entire principal and interest was payable upon
demand on <chron>August 17, 2010</chron>. The Company is in negotiation
with the noteholder to revise the maturity date.

                                       13<br>--------------------------------------------------------------------------------

The Company owed approximately <money>$105,000</money> to a judgment
creditor who has obtained a receivership. In <chron>February 2012</chron>,
the receiver's judgment was purchased by a third party, who converted
the debt into 76,836,110 shares of the Company's common Stock.

 


The Company is obligated on an additional <money>$1,030,999</money> in
judgments that it is also in the process of negotiating settlements
for at such time as the Company has funds available from operations
and or other financing sources to satisfy such judgments.

 


The Company has an accrued obligation of <money>$591,315</money>
relating to a research and development consulting agreement with an
outside entity that exists from the period prior to the
merger/acquisition agreement. The agreement had two components
requiring monthly installments of <money>$14,583</money> for research and development
services and <money>$8,333</money> for product support services. At <chron>December
31, 2011</chron>, the amount remaining to be accrued on the agreement
was <money>$0</money>, as such the Company recognized <money>$0</money>
in expenses under this obligation for the year ended <chron>December
31, 2012</chron>. The Company recognized <money>$174,996</money> of
expense relating to this agreement for the year ended <chron>December
31, 2011</chron>, which is included in general and administrative
expense.

 


The Company has an accrued obligation of <money>$166,911</money>
relating to a research and development consulting agreement with an
outside entity that exists from the period prior to the
merger/acquisition agreement. The agreement has two components for
monthly installments of <money>$5,000</money> for research and
development services and <money>$4,166</money> for product support
services. At <chron>December 31, 2011</chron>, the amount remaining
to be accrued on the agreement was <money>$0</money>, as such the Company recognized
<money>$0</money> in expenses under this obligation for the year ended <chron>December
31, 2012</chron>. The Company recognized <money>$60,000</money> of
expense relating to this agreement for the year ended <chron>December
31, 2011</chron>, which is included in general and administrative
expense.

 


The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. We incurred net losses
of <money>$1,763,847</money> and <money>$1,367,059</money> for the years ended
<chron>December 31, 2012</chron> and 2011, respectively, and had an
accumulated deficit of <money>$10,799,438</money> as of <chron>December
31, 2012</chron>.

 


We have managed our liquidity during the fourth quarter of 2012 and the
first quarter of 2013 through the sales of common stock, issuance of
debt and advances from shareholders.

 


Despite the cost reduction initiatives, the Company will be unable to
pay its obligations in the normal course of business or service its
debt in a timely manner throughout 2013 without raising additional
debt and/or equity capital.

 


We had negative working capital of <money>$6,176,524</money> and a total
accumulated deficit of <money>$10,712,387</money> as of <chron>December
31, 2012</chron>. We also had no cash on hand and <money>$6,176,524</money> in
current liabilities as of <chron>December 31, 2012</chron>.

 


The Company has experienced losses from operations that raise
substantial doubt as to its ability to continue as a going concern.
The Company will need to raise additional funding to complete its
business plan and pay its liabilities as described above. If the
Company is unable to raise adequate working capital it will be
restricted in the implementation of its business plan and may be forced to
abandon its business plan or seek bankruptcy protection. As of the date
of this report, we anticipate needing approximately <money>$500,000</money>
of additional financing to support our operations over the next
approximate 12 months.

 


Moving forward, we plan to seek out additional debt and/or equity
financing to pay costs and expenses associated with our filing
requirements with the <org>Securities and Exchange Commission</org>
and to affect our plan of operations (as described above); however,
we do not currently have any specific plans to raise such additional
financing at this time. The sale of additional equity securities, if
undertaken by the Company and if accomplished, may result in dilution
to our shareholders. We cannot assure you, however, that future financing
will be available in amounts or on terms acceptable to us, or at all.

                                       14<br>--------------------------------------------------------------------------------

There can be no assurance that the Company will be able to continue to
raise funds, in which case we may be unable to meet our obligations
and we may cease operations.

 


Off-Balance Sheet Financing Arrangements

 


As of <chron>December 31, 2012</chron>, there were no off-balance sheet
arrangements, unconsolidated subsidiaries and commitments or
guaranties of other parties.

 


Critical Accounting Policies

 


The accompanying consolidated financial statements are based on the
selection and application of <location idsrc="xmltag.org" value="LC/us">United
States</location> generally accepted accounting principles ("GAAP"),
which require estimates and assumptions about future events that may affect
the amounts reported in these financial statements and the accompanying notes.
Future events and their effects cannot be determined with absolute certainty.
Therefore, the determination of estimates requires the exercise of judgment.
Actual results could differ from those estimates, and any such differences
may be material to the financial statements. We believe that the following
accounting policies may involve a higher degree of judgment and complexity
in their application and represent the critical accounting policies used
in the preparation of our financial statements. If different assumptions
or conditions were to prevail, the results could be materially
different from reported results.

 


Recent Accounting Pronouncements

 


The adoption of the accounting pronouncements, including those not yet effective,
is not anticipated to have a material effect on the financial position
or results of operations of the Company.

 
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