As of March 31, 2013 we had 5 full-time employees, including all of our
executive officers and 19 independent contractors. We believe this operational
model reduces our fixed costs and enables us to better manage our cash flow. As
of December 31, 2011 we had 22 full-time employees, including all of our
executive officers. Consequently, our overall head count of full-time employees
has been reduced by 77% during fiscal 2012, or 15 full-time employees. We have
also fully outsourced our customer support functions which we anticipate will
result in a substantial reduction in our expenses related to that function in
None of our employees are covered by collective bargaining agreements, and we
believe our relationships with our employees to be good.
We were incorporated in Delaware
on December 27, 1999
under the name First
Philadelphia Capital Corp.
to serve as a vehicle to effect a merger, exchange of
common stock, asset acquisition or other business combination with domestic or
foreign private business. On October 30, 2000
, we completed a business
combination with Conservation Anglers Manufacturing, Inc.
, a real estate holding
and development company that was originally organized in Florida
on February 7,
. The combination was a stock-for-stock merger that was accounted for as a
"pooling-of-interests". In connection with the merger, we issued 235,000 shares
of our common stock in exchange for all the outstanding stock of Conservation
Anglers Manufacturing, Inc.
In January 2001
we changed our name to Newport
International Group, Inc.
to better reflect and describe our then current
On February 6, 2004
, we closed an Agreement and Plan of Merger with Grass Roots
, a Delaware
corporation. Grass Roots was a development stage
company incorporated in Delaware
in June 2002
initially to create, produce,
deliver and track targeted multimedia communications over the Internet. Under
the terms of this agreement, Grass Roots became our wholly-owned subsidiary. At
the effective time of the merger, the stockholders of Grass Roots exchanged
their securities for approximately 12,300,000 shares of our common stock,
representing approximately 93% of our common stock. Contemporaneous with this
transaction, Grass Roots' President and Chief Executive Officer, Mr. Cery B.
, was elected as a member of our Board of Directors and appointed CEO. Mr.
Edward L. Hagan
, Secretary of Grass Roots, was appointed our secretary. Mr.
, the principal stockholder of Grass Roots, and members of his
family/household received an aggregate of 46% of our shares of common stock as a
result of the exchange upon the merger.
Effective August 16, 2006
we changed our name to Spare Backup, Inc.
corporate name change was brought about by a merger of a wholly-owned subsidiary
into Newport International Group, Inc.
with Newport International Group, Inc.
surviving but renamed Spare Backup, Inc.
Results of Operations for the three-month period ended March 31, 2013
to the three-month period ended March 31, 2012