10-Q 1 hpso11200810q.htm QTR. REPORT 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________


FORM 10-Q

(Mark One)

  

[X]

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

  
 

For the quarterly period ending August 31, 2008

  

[  ]

Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

  
 

For the transition period from___________to ____________


Commission File Number: 333-131599


Hipso Multimedia, Inc.

(Exact name of small business issuer as specified in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

 

22-3914075

(I.R.S. Employer Identification No.)


550 Chemin du Golf, Suite 202, Ile des Soeurs,

Quebec, Canada, H3E 1A8.

(Address of principal executive offices)

514-380-5353

(Issuer’s telephone number)


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes _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_


APPLICABLE ONLY TO CORPORATE ISSUERS


On August 31, 2008 there were 54,338,508 shares outstanding of the issuer’s common stock.


Transitional Small Business Disclosure Format (check one):Yes ___No _X_



ITEM 1.  FINANCIAL STATEMENTS.


   

HIPSO MULTIMEDIA INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

Unaudited

   
   
  

August 31,

2008

   

ASSETS

  
   

Current Assets

  
   

Cash In Bank

$

                        -

Accounts Receivable

 

             108,328

Sundry Receivables

 

                 9,058

Deposits & Prepaids

 

                    518

   

     Total Current Assets

 

             117,904

   

Other Assets

  
   

Deferred Development Costs

 

             336,657

   

     Total Other Assets

 

             336,657

   

Total Assets

$

             454,561

   

LIABILITIES AND STOCKHOLDERS" EQUITY (DEFICIT)

  
   

LIABILITIES

  
   

Current Laibilities

  
   

Bank Indebtedness

$

             455,894

Sundry Liabilities

 

               17,944

Accounts Payable

 

             145,964

Advances Payable

 

                 8,345

Accrued Expenses

 

               31,063

Taxes Payable

 

                 1,029

   

     Total Current Liabilities

 

             660,239

   

Long Term Liabilites

  
   

Loans Payable to Shareholders

 

             467,513

   

     Total Long Term Liabilities

 

             467,513

   

     Total Liabilities

 

           1,127,752

   

STOCKHOLDERS' EQUITY (DEFICIT)

  
   
   

Common Stock, Authorized 100,000,000 Shares; Par Value $ 0.00001;

  

Issued And Outstanding 54,338,508 Shares At August 31, 2008

 

                    543

Additional Paid In Capital

 

             381,997

Accumulated Deficit

 

          (1,078,598)

Comprehensive Income (Loss)

 

               22,867

   

     Total Stockholders' Equity (Deficit)

 

            (673,191)

   

Total Liabilities And Stockholders' Equity (Deficit)

$

             454,561

   
   

See accompanying notes to consolidated financial statements

   


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HIPSO MULTIMEDIA INC. AND SUBSIDIARY

CONSOLIDATED INCOME STATEMENTS

Unaudited

         
         
  

Three Months Ended

 

Nine Months Ended

  

August 31,

 

August 31,

  

2008

 

2007

 

2008

 

2007

         
         

Revenue

$

               118,316

$

                 25,128

$

               291,846

$

                 46,716

         
         

Cost Of Goods Sold

 

                 89,467

 

                 22,178

 

               369,520

 

                 30,965

         

Gross Profit

 

                 28,849

 

                   2,950

 

                (77,674)

 

                 15,751

         

General And Administrative Expenses

 

               150,436

 

                 72,209

 

               732,083

 

               163,629

         

Operating Profit (Loss)

 

              (121,587)

 

                (69,259)

 

              (809,757)

 

              (147,878)

         

Interest Expense

 

                  (7,094)

 

                  (4,153)

 

                (21,081)

 

                  (6,386)

         

Net Income (Loss)

$

              (128,681)

$

                (73,412)

$

              (830,838)

$

              (154,264)

         

Net Loss Per Common Share (Basic And Diluted)

$

                   (0.01)

$

                   (0.01)

$

                   (0.03)

$

                   (0.01)

         

Weighted Average Shares Outstanding

     

           24,373,008

 

           12,030,008

         
         

See accompanying notes to consolidated financial statements

         



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HIPSO MULTIMEDIA INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CAHS FLOW

Unaudited

     
     
  

NINE MONTHS ENDED

  

August 31,

  

2008

 

2007

     

CASH FLOWS FROM OPERATING ACTIVITIES

    
     

     Net Loss

$

              (830,838)

$

              (154,264)

     

Adjustments To Reconcile Net Loss To Net Cash Flows Used In

    

Operating Activities

    
     

     Amortization of Deferred Costs

 

               131,297

 

                 29,977

     Stock Based Compensation

 

               382,020

  

Changes In Operating Assets And Liabilities

    

     Increase In Accounts Receivable

 

                (56,371)

 

                (22,664)

     Decrease in Sundry Receivables

 

                 15,829

 

                   1,310

     Increase In Sundry Liabilities

 

                     218

 

                   2,120

     Increase In Accounts Payable

 

                   2,721

 

                 48,137

     

     Net Cash Used In Operating Activities

 

              (355,124)

 

                (95,384)

     

CASH FLOW FROM INVESTING ACTIVITIES

    
     

     Development Costs

 

                (44,678)

 

              (233,090)

     

     Net Cash Used In Investing Activities

 

                (44,678)

 

              (233,090)

     

CASH FLOW FROM FINANCING ACTIVITIES

    
     

     Loans From Shareholders

 

               200,497

 

                 56,808

     Bank Overdraft Facility

 

               199,305

 

               236,200

     

     Net Cash Provided From Financing Activities

 

               399,802

 

               293,008

     

INCREASE (DECREASE) IN CASH

 

                          -

 

               (35,466)

EFFECT OF EXCHANGE RATE ON CASH

 

                          -

 

                 (6,666)

     

CASH BALANCE BEGINNING OF PERIOD

 

                          -

 

                 42,132

 

    

CASH BALANCE END OF PERIOD

$

                          -

$

                          -

     

SUPPLEMENTAL CASH FLOW DISCLOSUREE

    
     

     Interest Paid

$

                 21,081

$

                   6,386

     


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Hipso Multimedia, Inc. and Subsidiary

(Formerly Physicians Remote Solutions, Inc.)


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE A

 BASIS OF PRESENTATION


The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included.  Results for the nine months ended August 31, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008.  


NOTE B

GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $1,078,598 and has negative working capital of $542,335. Management's plans include the raising of capital through the equity markets to fund future operations and the generating of revenue through its business. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations.  Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern.  However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE C ACQUISITION

The Company, on June 2, 2008, acquired all the issued and outstanding common shares of Valtech Communications Inc., a Canadian corporation that owns and operates a “triple play” (telephone, Internet and TV distribution) network in Canada via fiber. Valtech presently offers its retail customer base IP telephony, internet bandwidth in 10 Mbps increments and 83 television channels all based on IP of broadcast quality. Valtech also services hotel and retirement homes by offering bulk long term agreements to its commercial customers. 40,000,000 shares of the Company’s common stock were issued in the exchange.

Valtech has chosen Ericsson's IPTV solution as part of the expansion of its technology base. Using Ericsson's IPTV technology, Valtech will be able to provide new and value-added television services to its customers. The Ericsson solution consists of next-generation broadband access, multi-service edge routers, world-leading video compression, IPTV middleware, and content distribution platforms. The next-generation broadband infrastructure makes it much easier to combine data, voice and video services.

 

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The solution will enable Valtech to offer a wide range of standard, high-definition broadcast channels and interactive services.

The Company, on July 7, 2008, changed its name to Hipso Multimedia, Inc.

NOTE D REVERSE MERGER


On June 2, 2008 Valtech Communication, Inc (“Valtech”) Valtech, entered into a share exchange agreement with the Company and issued 40,000,000 shares of its common stock to acquire Valtech.  In connection with the share exchange agreement, Valtech became a wholly owned subsidiary of the Company and Valtech’s officers and directors became the officers and directors of the Company.  Prior to the merger, the Company had a business but did not have the resources to advance it. Pursuant to Securities and Exchange Commission rules, the merger of a private operating company (Valtech) into a operating public corporation with nominal net assets is considered a capital transaction.  Accordingly, for accounting purposes, the merger has been treated as an acquisition of the Company by Valtech and a recapitalization of the Company.  The historical financial statements for the nine months ended August 31, 2008 and 2007 are those of Valtech.  Since the merger is a recapitalization and not a business combination, pro forma information is not presented.

NOTE E FOREIGN CURRENCY TRANSLATION

For 2008and 2007, the Company considered the Canadian dollar to be its functional currency.  Assets and liabilities were translated into US dollars at the balance sheet exchange rates.  Statement of operations amounts were translated using the average rate during the period.  Gains and losses resulting from translating foreign currency financial statements were accumulated in other comprehensive income, a separate component of stockholders’ equity.  

NOTE F SHORT TERM FINANCING

The company has an overdraft facility with a Canadian bank for $500,000 Canadian at August31, 2008. The loan is personally guaranteed by the principal shareholders and has an interest rate of 1.5% over Canadian prime rate. The balance of the loan at August 31, 2008 was $455,894.

NOTE G NOTES PAYABLE TO SHAREHOLDERS

At August 31, 2008 the three principal shareholders of the Company had advanced $467,513 Canadian to the Company for working capital. The loans are non interest bearing and have no specific repayment date.

NOTE H STOCK HOLDERS EQUITY

On March 13, 2008 the Company issued 120,000 shares of its common stock for services rendered. The shares were valued at market which was $0.06 per share.

On June 2, 2008 the Company issued 40,000,000 shares of its common stock in a reverse merger with Valtech Communication, Inc. The shares were issued at par value.

On June 6, 008 the Company issued 583,500 shares of its common stock for legal services. The shares have been valued at market which was $0.12 per share.

On April 16, 2008 the Company issued 1,600,000 shares of its common stock to consultants in connection with the reverse merger. The shares were valued at market which was $0.19 per share.

On August 14, 008 the Company issued 5000 share of its common stock to consultants. The shares were valued at market which was $0.16 per share.

 

NOTE I SUBSEQUENT EVENTS

The Company issued 550,000 share of its common stock to consultants subsequent to August 31, 008. The shares were valued at market.

 

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Item 2. Management’s Discussion and Analysis or Plan of Operation.

 

The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

We began preliminary development upon a mobile edition of the DR SPEAK system. Further proposed developments were postponed to the fourth quarter of 2009 in order to concentrate funding and resources on our new acquisition Valtech Communications, Inc. (“Valtech”). We will require additional funding to implement marketing and business development strategies. We do not now sufficient funds for further development of DR SPEAK at this time.

Valtech offers low-cost, highly reliable service of Digital Phone, Digital Voice, High-Speed Internet and Digital TV backed by fast, friendly and live customer service. We have since grown and expanded our services by teaming up with Ericsson in order to provide an-end-to end IPTV solution consisting of IPTV middleware, video on demand, network based PVR, IPTV head ends, content protection, IPTV infrastructure, system integration and IPTV applications such as games. We do not have sufficient funds to complete our current transaction with Ericsson. We would need to raise additional funds in order to consummate our current agreement with Ericsson.

We intend to use our resources to sell our services to new building complexes and existing hotel chains. Further we intend to use some resource to advertising in industry publications. Additionally we intend to develop our website and promote its presence in order to increase web traffic and possible sales to new clients. (www.valtech.ca)

We may attend one or more trade shows in the forthcoming fiscal year although we have not selected the specific shows to attend.

We intend to seek additional funds through the private sale of equity securities. We intend to use the net proceeds to increase our marketing activities and to pay industry compatible cash salaries to our executives and staff. If our capital resources permit, we intend to hire additional full time salespersons, who among other activities, would engage in direct solicitations. We have received no commitment for additional capital and there can be no assurance that we will be able to acquire additional capital on terms that may be unfavorable to us, if at all.

Regardless of the amount of funds available to us for marketing, we intend to continue to pursue strategic alliances with complementary businesses in an effort to enter expend our services. The complementary businesses we intend to solicit are those that have developed and maintain marketing channels to our potential customers.

Our business requires the purchase electronic hardware and cables as well as the equipment to install such material into new and existing apartment complexes, businesses and hotels. We do not have sufficient funds to purchase the hardware, cables, or equipment. We would need to raise additional funds in order to purchase and install the electronic hardware and cables as well as the equipment required for our business. We expect to obtain these funds through debt instruments or through the sale of equity.

We have no off-balance sheet arrangements.

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Item 3(a)(T). Controls and Procedures.


An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2008. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended August 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

(d)

Not Applicable

(e)

Not applicable.

(f)

No class of our equity securities is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Item 6.  Exhibits.

  

Exhibit
Number


Description

3.01

Articles of Incorporation. (1)

3.02

Bylaws. (1)

4.01

Form of Specimen Stock Certificate for the registrant’s Common Stock. (1)

31.1

Rule 13a-14(a) Certification of Rene Arbic. (2)

31.2

Rule 13a-14(a) Certification of .Alex Kestenbaum (2)

32.1

Section 1350 Certification of Rene Arbic (2)

32.2

Section 1350 Certification of Alex Kestenbaum (2)

_________________


1.

Filed as an exhibit to our registration statement on Form SB-2 and hereby incorporated by reference.

(2) Filed herewith.


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.

 

Date: November 20, 2008

By:

/s/ Rene Arbic


 

Rene Arbic

Principal Executive Officer

  

/s/ Alex Kestenbaum

  

Alex Kestenbaum,

Principal Financial Officer and  Chief Accounting Officer

   




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