mainbody
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB
[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
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For
the quarterly period ended: December
31, 2005
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[
]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period _________
to
__________
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Commission
File Number: 000-18296
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Xstream
Mobile Solutions Corp.
(Exact
name of small Business Issuer as specified in its charter)
Delaware
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62-1265486
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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14422
Edison Drive
Unit
D
New
Lenox, Illinois 60451
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(Address
of principal executive offices)
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(708)
205-2222
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(Issuer’s
telephone number)
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Netchoice,
Inc.
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) 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
for such shorter period that the issuer was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days [X] Yes
[ ] No
State
the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 6,184,000 common shares as of December 31,
2005
Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
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Page
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PART
I - FINANCIAL INFORMATION
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Item
1:
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3
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Item
2:
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4
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Item
3:
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5
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PART
II - OTHER INFORMATION
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Item
1:
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8
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Item
2:
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8
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Item
3:
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8
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Item
4:
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8
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Item
5:
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8
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Item
6:
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8
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PART
I - FINANCIAL INFORMATION
Our
unaudited condensed financial statements included in this Form 10-QSB
are as follows:
(a) |
Condensed
Balance Sheet as of December 31, 2005
(unaudited);
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(b) |
Condensed
Statements of Operations for the three months ended December 31,
2005 and
2004 (unaudited);
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(c) |
Condensed
Statements of Cash Flow for the three months ended December 31, 2005
and
2004 (unaudited); and
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(d) |
Notes
to Condensed Financial Statements.
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These
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 the SEC instructions to Form
10-QSB. In the opinion of management, all adjustments considered necessary
for a
fair presentation have been included. Operating results for the interim period
ended December 31, 2005 are not necessarily indicative of the results that
can
be expected for the full year.
XSTREAM
MOBILE SOLUTIONS CORP.
CONDENSED BALANCE SHEET
DECEMBER 31,
2005
(UNAUDITED)
ASSETS
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CURRENT
ASSETS
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Cash
and cash equivalents
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$
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-
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TOTAL
ASSETS
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$
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-
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LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
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LIABILITIES
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Accounts
payable and accrued expenses
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$
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267,850
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Total
Liabilities
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267,850
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STOCKHOLDERS'
(DEFICIT)
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Preferred
Stock Series A, $.001 Par Value; 990,000 shares
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authorized
and none issued and outstanding
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-
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Preferred
Stock Series B, $.001 Par Value; 9,000,000 shares
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authorized
and none issued and outstanding
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-
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Preferred
Stock Series C, $.001 Par Value; 10,000 shares
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authorized
and none issued and outstanding
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-
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Common
Stock $.001 Par Value; 90,000,000 shares
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authorized
and 6,184,000 shares issued and
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3,785,183
shares outstanding
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6,184
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Additional
Paid-in Capital
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2,034,139
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Accumulated
Deficit
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(2,086,868
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)
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(46,545
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)
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Less:
Cost of treasury stock, 2,398,817
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(221,305
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)
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Total
Stockholders' (Deficit)
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(267,850
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)
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TOTAL
LIABILITIES AND
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STOCKHOLDERS'
(DEFICIT)
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$
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-
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The
accompanying notes are an integral part of these condensed financial
statements.
XSTREAM
MOBILE SOLUTIONS CORP.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE
MONTH ENDED DECEMBER 31, 2005 AND
2004
(UNAUDITED)
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2005
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2004
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OPERATING
REVENUES
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Revenue
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$
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-
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$
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-
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OPERATING
EXPENSES
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General
and Administrative expenses
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5,100
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3,750
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NET
LOSS BEFORE PROVISION FOR INCOME TAXES
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(5,100
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)
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(3,750
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)
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Provision
for Income Taxes
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-
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-
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NET
LOSS APPLICABLE TO COMMON SHARES
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$
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(5,100
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)
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$
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(3,750
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)
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NET
LOSS PER BASIC AND DILUTED SHARES
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$
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(0.00
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)
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$
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(0.00
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)
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WEIGHTED
AVERAGE NUMBER OF COMMON
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SHARES
OUTSTANDING
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3,785,183
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3,785,183
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The
accompanying notes are an integral part of these condensed financial
statements.
XSTREAM
MOBILE SOLUTIONS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE
MONTH ENDED DECEMBER 31, 2005 AND 2004
(UNAUDITED)
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2005
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2004
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CASH
FLOW FROM OPERATING ACTIVITIES
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Net
loss
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$
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(5,100
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)
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$
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(3,750
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)
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Adjustments
to reconcile net loss to net cash
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(used
in) operating activities:
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Changes
in assets and liabilities
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Increase
(decrease) in accounts payable and
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accrued
expenses
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5,100
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3,750
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Total
adjustments
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5,100
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3,750
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Net
cash (used in) operating activities
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-
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-
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NET
(DECREASE) IN
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CASH
AND CASH EQUIVALENTS
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-
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-
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CASH
AND CASH EQUIVALENTS -
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BEGINNING
OF PERIOD
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-
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-
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CASH
AND CASH EQUIVALENTS - END OF PERIOD
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$
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-
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$
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-
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The
accompanying notes are an integral part of these condensed financial
statements.
XSTREAM
MOBILE SOLUTIONS CORP.
(FORMERLY
NETCHOICE, INC.)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
DECEMBER
31, 2005 AND 2004
(UNAUDITED)
NOTE
1
-
ORGANIZATION
AND BASIS OF PRESENTATION
The
condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The condensed financial statements and notes are
presented as permitted on Form 10-QSB and do not contain information included
in
the Company’s annual statements and notes. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the September 30, 2005 audited financial
statements and the accompanying notes thereto. While management believes
the
procedures followed in preparing these condensed financial statements are
reasonable, the accuracy of the amounts are in some respects dependent upon
the
facts that will exist, and procedures that will be accomplished by the Company
later in the year.
These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods
presented.
The
Company was incorporated on May 10, 1998, under the laws of the State of
Delaware. The business purpose of the Company was originally to engage in
environmental monitoring and testing. However, on December 31, 2001, the
Company
liquidated its operating assets and currently has no operations. The Company
has
adopted a fiscal year ending September 30.
On
February 3, 2005 the Company changed its name to Netchoice, Inc. On December
19,
2005 the Company changed its name to Xstream Mobile Solutions Corp.
NOTE
2
-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
XSTREAM
MOBILE SOLUTIONS CORP.
(FORMERLY
NETCHOICE, INC.)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER
31, 2005 AND 2004
(UNAUDITED)
NOTE
2
-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income
Taxes
The
income tax benefit is computed on the pretax loss based on the current tax
law.
Deferred income taxes are recognized for the tax consequences in future years
of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory
tax
rates. The Company has not established a provision due to the losses
sustained.
Earnings
(Loss) Per Share of Common Stock
Historical
net (loss) per common share is computed using the weighted average number
of
common shares outstanding. Diluted earnings per share (EPS) include additional
dilution from common stock equivalents, such as stock issuable pursuant to
the
exercise of stock options and warrants. Common stock equivalents were not
included in the computation of diluted earnings per share when the Company
reported a loss because to do so would be antidilutive for periods
presented.
The
following is a reconciliation of the computation for basic and diluted
EPS:
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December
31,
|
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December
31,
|
|
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2005
|
|
2004
|
|
|
|
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Net
Loss
|
|
$
|
(5,100
|
)
|
$
|
(3,750
|
)
|
|
|
|
|
|
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Weighted-average
common shares outstanding (Basic)
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3,785,183
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3,785,183
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Weighted-average
common stock equivalents:
|
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Stock
options
|
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-
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-
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Warrants
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-
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-
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Weighted-average
common shares outstanding (Diluted)
|
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3,785,183
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3,785,183
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Options
and warrants outstanding to purchase stock were not included in the computation
of diluted EPS because inclusion would have been antidilutive.
There
are
no options and warrants outstanding to purchase stock at December 31, 2005
and
2004.
XSTREAM
MOBILE SOLUTIONS CORP.
(FORMERLY
NETCHOICE, INC.)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER
31, 2005 AND 2004
(UNAUDITED)
NOTE
3
-
STOCKHOLDERS’
EQUITY (DEFICIT)
On
December 3, 2004, the Company increased the authorized number of shares of
common stock from 30,000,000 shares to 90,000,000 shares and also changed
the
par value from $0.01 to $0.001.
As
of
December 31, 2005, there were 90,000,000 shares authorized and 6,184,000
shares
issued and 3,785,183 shares outstanding of the Company’s common stock with a par
value of $0.001.
Preferred
Stock
On
December 3, 2004 the Company changed the number of Preferred Stock from one
class of stock consisting of 10,000,000 shares with a par value of $0.01
to
three separate series of preferred stock and changed the par value to $0.001.
They are as follows:
Preferred
Stock Series A
990,000
shares with a par value of $0.001 per share, participating, voting and
convertible with a liquidation value of $1,000 each.
Preferred
Stock Series B
9,000,000
shares with a par value of $0.001 per share, participating; voting and
convertible with a liquidation value of $3 each.
Preferred
Stock Series C
10,000
shares with a par value of $0.001 per share, with a liquidation value of
$10
each.
All
preferred stock series A, B and C are convertible to 4,000 common shares
as well
as 4,000 votes for each share held. In addition, in all cases, the holders
of
the Preferred Stock C will vote cumulatively at least fifty one percent (51%)
of
all votes cast regardless of the amount of series C shares issued, at any
meeting of shareholders or any major issue put before the Company for voting
of
shareholders.
XSTREAM
MOBILE SOLUTIONS CORP.
(FORMERLY
NETCHOICE, INC.)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER
31, 2005 AND 2004
(UNAUDITED)
NOTE
4
- INCOME
TAXES
There
was
no income tax benefit recognized at December 31, 2005 and 2004.
The
net
deferred tax assets in the accompanying balance sheet include benefit of
utilizing net operating losses of approximately $2,086,268 (at December 31,
2005). However due to the uncertainty of utilizing the net operating losses,
an
offsetting valuation allowance has been established.
NOTE
5
-
COMMITMENT
AND CONTINGENCY
Included
in the accounts payable and accrued expenses is an accrual of $3,000
representing the fair market of value of stock to be issued to former directors
of the Company.
NOTE
6
-
SUBSEQUENT
EVENTS
On
January 6, 2006 the Board of Directors authorized the issuance of 3,525,000
common shares to pay off liabilities previously recognized in the financial
statements and 80,000,000 shares for a business acquisition. These shares
would
bring the common shares issued to 89,709,000 with 87,310,183 shares outstanding.
Also
on
January 6, 2006 the Stockholders approved a 1 for 8 reverse split effective
January 31, 2006. The 89,709,000 pre-split common shares issued would become
11,213,625 common shares issued.
On
January 9, 2006 the Company announced an offering of 6, 250,000 units at
an
offering price of $.80 per unit. A unit consists of one share of common stock
and one warrant to purchase one share of common stock, exercisable for 12
months.
NOTE 7
-
GOING
CONCERN
As
shown
in the accompanying condensed financial statements, the Company incurred
substantial net losses for the three months ended December 31, 2005 and 2004
and
for the years ended September 30, 2005 and 2004, respectively. There is no
guarantee whether the Company will be able to generate enough revenue and/or
raise capital to support those operations. This raises substantial doubt
about
the Company’s ability to continue as a going concern. Management believes the
Company’s capital requirement will depend on many factors, including the success
of the Company to raise money. The Company continues to search for acquisition
candidates to fund operations. The condensed financial statements do not
include
any adjustments that might result from the outcome of these
uncertainties.
Item
2. Management’s Discussion and
Analysis
Forward-Looking
Statements
Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
materially from those included in the forward-looking statements. The Company
intends such forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes
of
complying with those safe-harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the
words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse affect on the operations and future
prospects of the Company on a consolidated basis include, but are not limited
to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company’s
financial results, is included herein and in the Company’s other filings with
the SEC.
Management’s
Discussion and Analysis
We
were
incorporated as a Delaware corporation on May 10, 1998 under the name
Environmental Monitoring and Testing Corporation. Since our incorporation,
we
provided electronic filing services to companies that are required to
electronically file disclosure information with the Securities and Exchange
Commission "SEC."
The
Company filed a Form 8-K with the Securities and Exchange Commission and changed
its name to Netchoice, Inc., effective February 3, 2005.
Subsequent
to the reporting period, the Company filed a Form 8-K with the Securities and
Exchange Commission and changed its name to Xstream Mobile Solutions Corp.,
effective December 19, 2005.
We
are
currently in the communications business specializing in entertainment, safety
and security.
We
currently have forecasted the expenditure of approximately $20,000 during the
next twelve months in order to remain in compliance with the Securities Exchange
Act of 1934, retain a consultant, and to develop our communications business
and/or technology. We can provide no assurance that we will be successful in
developing our technology due to our limited working capital. We anticipate
that
if we are successfully able to develop our technology, we will require
additional financing in order for us to complete. We can provide no assurance
that we will receive additional financing if sought.
We
do not
anticipate purchasing any real property or significant equipment in the next
twelve months.
At
the
present time, we have no employees other than our officers and directors, Mr.
Mike See, Joe Johns and Cynthia See. We do not anticipate hiring any employees
until such time as we are able to develop our business and/or
technology.
Assets
As
of
December 31, 2005, we have no assets and cash at hand.
Liabilities
and Stockholders’ Deficit
Our
total
liabilities as of December 31, 2005 were $267,850 in December 31, 2005 our
liabilities consisted of accounts payable and accrued expenses in the amount
of
$267,850.
As
of
December 31, 2005, there was a Stockholders’ deficit of $267,850.
Results
of Operations
We
have
not earned any revenues from inception through the period ending December 31,
2005. As a result, we did not earn any revenue during the three months ended
December 31, 2005 or 2004.
We
incurred operating expenses in the amount of $5,100 for the three months ended
December 31, 2005, compared to operating expenses of $3,750 for the three months
ended December 31, 2004. Our operating expenses for the three months ended
December 31, 2005 were entirely attributable to general and administrative
fees.
We
have
incurred a net loss of $5,100 for the three month period ended December 31,
2005, compared to $3,750 for the three month period ended December 31, 2004.
Our
losses for the three months ended December 31, 2005 and 2004 are entirely
attributable to general and administrative fees.
Liquidity
and Capital Resources
As
of
December 31, 2005, we had cash in the amount of $0. We had a working capital
deficit of $267,850 on December 31, 2005. As a result, we had insufficient
capital to complete our business plan.
We
anticipate that we will require additional financing to enable us to complete
our business plan. However, we can provide no assurance that if we pursue
additional financing we will receive any financing.
We
can
provide no assurance that we will receive any additional financing. For these
reasons, our auditors have stated in their report that they have substantial
doubt about our ability to continue as a going concern.
Going
Concern
Our
independent auditors have stated in their Auditor’s Report included in our
annual report on Form 10-KSB that we have incurred operating losses, accumulated
deficit, and negative cash flow from operations. From our inception May 10,
1998 through December 31, 2005, we incurred cumulative losses of approximately
$2,086,868. Our ability to raise capital through future issuances of common
stock is unknown. Our future is dependent on our ability to obtain financing
and
develop our new business opportunities into profitable operations.
These
factors, among others, raise substantial doubt about our ability to continue
as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.
Off
Balance Sheet Arrangements
As
of
December 31, 2005, there were no off balance sheet arrangements.
We
carried out an evaluation of the effectiveness of the design and operation
of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2005. This evaluation was carried
out under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, Mr. Mike See. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as
of
December 31, 2005, our disclosure controls and procedures are effective. There
have been no significant changes in our internal controls over financial
reporting during the quarter ended December 31, 2005 that have materially
affected or are reasonably likely to materially affect such controls.
Disclosure
controls and procedures are controls and other procedures that are designed
to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations
on the Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud
and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of
the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud,
if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of
two
or more people, or by management override of the internal control. The design
of
any system of controls also is based in part upon certain assumptions about
the
likelihood of future events, and there can be no assurance that any design
will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions,
or
the degree of compliance with the policies or procedures may deteriorate.
PART
II - OTHER INFORMATION
None.
Item
2. Unregistered Sales of Equity
Securities and Use of Proceeds
None.
Item
3. Defaults upon Senior
Securities
None.
Item
4. Submission of Matters to a Vote
of Security Holders
Subsequent
Events
On
January 6, 2006 the Board of Directors authorized the issuance of 3,525,000
common shares to pay off liabilities previously recognized in the financial
statements and 80,000,000 shares for a business acquisition. These shares would
bring the common shares issued to 89,709,000 with 87,310,183 shares outstanding.
Also
on
January 6, 2006 the Stockholders approved a 1 for 8 reverse split effective
January 31, 2006. The 89,709,000 pre-split common shares issued would become
11,213,625 common shares issued.
On
January 9, 2006 the Company announced an offering of 6, 250,000 units at an
offering price of $.80 per unit. A unit consists of one share of common stock
and one warrant to purchase one share of common stock, exercisable for 12
months.
None.
Exhibit
Number
|
Description
of Exhibit
|
31.1
|
|
31.2
|
|
32.1
|
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934,
the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Xstream
Mobile Solutions Corp.
|
|
|
Date:
|
February
21, 2006
|
|
|
|
By:/s/
Mike
See
Mike See
Title:
Chief
Executive Officer, Chief Financial Officer,
and Director
|