Form 10QSB for NOVORI INC.
16-Jan-2007
Quarterly Report
Item 2. Management's Discussion and Analysis
or Plan of Operation
We are a development stage
corporation. Although we have generated revenues we have incurred significant
operating losses from operations. We will need additional financing to sustain
operations. Our auditors have issued a going concern opinion. This means that
our auditors believe there is substantial doubt that we can continue as an
ongoing business for the next twelve months. We anticipate that we will
continue to sustain losses for the next 12 months. Accordingly, we must raise
cash from sources other than operations. Our only other source for cash at this
time is investments by others in our company.
Forward Looking
Statements
This report on Form 10-QSB
contains certain forward-looking statements. All statements other than
statements of historical fact are "forward-looking statements" for
purposes of these provisions, including any projections of earnings, revenues,
or other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements concerning
proposed new products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief; and any
statement of assumptions underlying any of the foregoing. Such forward-looking
statements are subject to inherent risks and uncertainties, and actual results
could differ materially from those anticipated by the forward-looking
statements.
Overview
We are an online retailer
of loose diamonds and fine jewelry. We provide our customers with a unique and
safe online shopping experience that provides extensive product and purchasing
information along with a no risk purchase, meaning that customers can return
products within 30 days for an exchange or refund. Through our jewelers, we
have the ability to custom make any piece of jewelry. Our website showcases
thousands of loose diamonds and hundreds of pieces of handcrafted jewelry.
To achieve our objectives,
we must be able to maintain the quality of our website, selection of our
products and a high level of customer support available through telephone and
email. Longer term, we aim to develop a strong base of diamond and jewelry
suppliers to allow us to expand the product line and knowledge base content on
our website. If we are successful in continuing to increase our sales volume,
we must also build the infrastructure to accommodate increased order
fulfillment.
In order to improve our
liquidity, in the fall of 2006 we began negotiations to acquire additional
equity financing through discussions with investment bankers and private
investors. We are currently in final negotiations regarding a convertible note
and a standby equity distribution agreement. If we are unable to raise equity
or obtain alternative financing, we may not be able to continue operations with
respect to the continued operation of our website.
Following the initial
development stage, the organizational objective is to be "lean and
mean". Because our business is web based and the majority of our customer
interface is electronic, we anticipate a slower growth plan for the
organization.
If
operations and cash flow improve through future financing efforts, management
believes that we can continue to operate. However, no assurance can be given
that management's actions will result in profitable operations.
Since inception, we have
issued:
º 10,500,000 shares of
common stock to our directors for $1,050 in 2004 and cancelled 750,000 shares
in 2005;
º 252,000 shares of common stock pursuant to a Search Engine Optimization
Agreement, in consideration for 18 months of services; and
º 2,876,625 shares to approximately 52 investors and one officer for gross
proceeds of $116,640.
On July 18, 2006, we
registered 3,123,625 shares of common stock for selling shareholders under a
Registration Statement on Form SB-2. On November 13, 2006, the common stock of the
Company became eligible for trading on the NASDAQ-operated Over-the-Counter
Bulletin Board ("OTCBB"). The shares of the Company trade under the
ticker symbol "NOVO.OB".
Results of Operations for
the three months ended November 30, 2006 compared to three months ended November 30, 2005
During three months ended November 30, 2006,
we realized total revenue of $287,727 compared to $18,008 in revenue for the
three months ended November
30, 2005 and we incurred a net loss for the three months ended November 30, 2006
of $74,987, compared to a net loss of $98,470 for the same period in 2005. The
increase in revenues and resultant decrease in net loss for 2006 was as a
result of increased sales during the three months ended November 30, 2006. The
increased sales were mainly due to our marketing strategy for our website. We
are planning a more aggressive strategy in marketing our website and products.
Gross profit for the three months ended November 30, 2006 was $42,787 compared to a
gross loss of $1,781 for the same period in 2005. From July 26, 2004 (date of
inception) to August
31, 2006, we realized total revenue of $1,290,309 and gross profit
of $139,776. From July
26, 2004 (date of inception) to August 31, 2006, we incurred a net
loss of $607,531.
Our general and
administrative costs for the three months ended November 30, 2006 were $69,794
compared to $69,598 for the three months ended November 30, 2005. From July 26, 2004
(date of inception) to November 30, 2006, our general and administrative costs
were $484,183. These costs consisted primarily of personnel costs, office rent,
and general office costs.
Our professional fees for
the three months ended November 30, 2006 were $26,927, compared to $6,038 for the
three months ended November
30, 2005. From July 26, 2004 (date of inception) to November 30, 2006, our
professional fees were $103,172. This increase is due to additional legal
services provided and an increased cost in accounting services.
Our consulting fees for the
three months ended November
30, 2006 were $21,000 for our directors' services (which were
donated) and the same as the three months ended
November 30, 2005. From July 26, 2004 (date of inception) to November 30, 2006,
our consulting fees were $159,544.
We anticipate that we will
incur increased sales and marketing costs, including hiring marketing
consultants, broker fees and tradeshow attendance fees, as we implement our
business growth strategies.
Liquidity and Capital
Resources for the three months ended November 30, 2006, compared to November 30, 2005
We believe that our sales
will not provide sufficient capital resources to sustain our operations and
fund product development throughout the fiscal year ended May 31, 2007. Management
has been able to finance the operations through a series of equity and debt
financings. While we have received a "going concern" opinion from our
auditors, management plans to continue to seek other sources of financing on
favorable terms; however, there are no assurances that any such financing can
be obtained on favorable terms, if at all. Management believes it has
implemented significant cost reductions and expects to keep our operating costs
to a minimum until cash is available through financing or operating activities.
There is no assurance that we will be successful in achieving these goals. We
continually evaluate opportunities to sell additional equity or debt
securities, or obtain credit facilities from lenders to strengthen our
financial position. The sale of additional equity or convertible debt
securities could result in additional dilution to our stockholders.
We have financed our
operations partly through revenues from operations and promissory notes, and
partly through the issuance of equity shares and a convertible note. We have
not been able to reach the break-even point for the last two fiscal years and
have had to rely on us for capital resources. We believe that increased sales
from our product will add new capital resources over the coming year, but may
not be sufficient to sustain operations and fund new product launches
throughout the fiscal year ended May 31, 2007.
During the three months
ended November
30, 2006, our total assets decreased $62,463 from $130,459 on May 31, 2006 to
$68,320 on November
30, 2006. Our inventory increased $694 from $28,417 on May 31, 2006 to
$29,111 on November
30, 2006 and our cash decreased $857 from $29,213 on May 31, 2006 to
$28,356 on November
30, 2006. Prepaid expenses of 10,633 as at November 30, 2006
consisted of $10,000 for prepaid advertising and $633 of prepaid rent.
Total liabilities increased
$62,834 from $189,254 on August 31, 2006 to $252,088 on November 30, 2006. We are
planning a more aggressive strategy in marketing our website and products to
improve our financial position.
As of November 30, 2006, our
total current assets were $68,320 and our total current liabilities were
$252,088. As of November
30, 2006 we had a working capital deficit of $183,768. This
compares to May
31, 2006, at which time we had $130,459 in total current assets and
$99,254 in total current liabilities, and a working capital surplus of $31,205.
As of November 30, 2006,
we owe $10,000 to a company controlled by two directors. This amount is non
interest bearing, unsecured and due on demand. We expect to incur substantial
losses over the next two years.
Limited Operating
History; Need for Additional Capital
There is limited historical
financial information about us upon which to base an evaluation of our
performance. We are in the development stage of our operations. We have
incurred significant operating losses from operations. We cannot guarantee we
will be successful in our business operations. Our business is subject to risks
inherent in the establishment of a new business enterprise, including limited
capital resources and possible cost overruns due to price and cost increases in
services and products.
To become profitable and
competitive, we have to sell diamonds and diamond jewelry. We are currently
using search engine optimization marketing techniques. We anticipate that in
the future we will purchase printed ads to enhance our marketing effort. We are
seeking equity financing to provide for the capital required to market our
products.
We have no assurance that
future financing will be available to us on acceptable terms. If financing is
not available on satisfactory terms, we may be unable to continue, develop or
expand our operations. Equity financing could result in additional dilution to
existing shareholders.
Known Material Trends
and Uncertainties
As of November 30, 2006, we had
no off balance sheet transactions that have or are reasonably likely to have a
current or future effect on our financial condition, changes in our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
We believe that the above
discussion contains a number of forward-looking statements. Our actual results
and our actual plan of operations may differ materially from what is stated above.
Factors which may cause our actual results or our actual plan of operations to
vary include, among other things, decision of the Board of Directors not to
pursue a specific course of action based on a re-assessment of the facts or new
facts, or changes in general economic conditions.
Legal Proceedings
No officer, director, or
persons nominated for these positions, and no promoter or significant employee
of our corporation has been involved in legal proceedings that would be
material to an evaluation of our management.
We are not aware of any
pending or threatened legal proceedings which involve us.
Related Party
Transactions
We have not entered into
any transactions with our officers, directors, persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded $60,000.