Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-QSB

 


 

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2007.

 

¨ Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from              to              .

Commission File Number 00-51776

 


INTERSEARCH GROUP, INC.

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

 


 

Florida   59-3234205

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

222 Kearny Street, Suite 550, San Francisco, CA 94108

(Address of Principal Executive Offices)

(415) 962-9700

(Issuer’s Telephone Number, Including Area Code)

 


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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of October 31, 2007, there were 24,921,706 shares of the registrant’s common stock outstanding.

Transitional Small Business Disclosure Format (check one):    Yes   ¨     No   x

 



Table of Contents

INTERSEARCH GROUP, INC. AND SUBSIDIARIES

I NDEX

 

              P AGE

PART I – FINANCIAL INFORMATION

  
   I TEM  1—F INANCIAL S TATEMENTS   
    

Condensed Consolidated Balance Sheets,
September 30, 2007 (unaudited) and December 31, 2006

   1
    

Condensed Consolidated Statements of Operations,
Three and Nine Months Ended September 30, 2007 and September 30, 2006 (unaudited)

   2
    

Condensed Consolidated Statements of Stockholders’ Equity,
Nine Months Ended September 30, 2007 and September 30, 2006 (unaudited)

   3
    

Condensed Consolidated Statements of Cash Flows,
Nine Months Ended September 30, 2007 and September 30, 2006 (unaudited)

   4
    

Notes to Condensed Consolidated Financial Statements (unaudited)

   6
    

Review by Independent Registered Public Accounting Firm

   12
    

Report of Independent Registered Public Accounting Firm

   13
   I TEM  2—M ANAGEMENT S D ISCUSSION AND A NALYSIS OR PLAN OF OPERATION    14
   I TEM  3—C ONTROLS AND P ROCEDURES    21

PART II – OTHER INFORMATION

  
   I TEM  1—L EGAL P ROCEEDINGS    21
   I TEM  2—U NREGISTERED S ALES OF E QUITY S ECURITIES AND U SE OF P ROCEEDS    21
   I TEM  3—D EFAULTS U PON S ENIOR S ECURITIES    21
   I TEM  4—S UBMISSION OF M ATTERS TO A V OTE OF S ECURITY H OLDERS    21
   I TEM  5—O THER I NFORMATION    21
   I TEM  6—E XHIBITS    22
   S IGNATURES    23


Table of Contents

INTERSEARCH GROUP, INC. AND SUBSIDIARIES

PART I. – FINANCIAL INFORMATION

I TEM  1 – F INANCIAL S TATEMENTS

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

 

    

September 30,

2007

  

December 31,

2006

     (unaudited)     

Assets

     

Current assets:

     

Cash

   $ 1,786    347

Accounts receivable, net of allowances

     3,401    4,060

Prepaid expenses and other

     408    196

Deferred income taxes

     53    38
           

Total current assets

     5,648    4,641

Office equipment and leasehold improvements, net

     1,394    1,416

Debt issuance costs, net

     620    743

Patents and trademarks, net

     76    83

Domains, net

     13,438    13,398

Goodwill

     573    573

Other assets

     125    —  

Deferred income taxes

     337    253
           

Total

   $ 22,211    21,107
           

Liabilities and Stockholders’ Equity

     

Current liabilities:

     

Revolving line of credit

     —      518

Accrued liabilities

     1,148    1,002

Accounts payable

     575    1,793

Deferred revenue

     4    60
           

Total current liabilities

     1,727    3,373

Notes Payable, net of discount

     6,633    6,561
           

Total Liabilities

     8,360    9,934
           

Stockholders’ equity:

     

Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding

     —      —  

Common stock, $.001 par value; 125,000,000 shares authorized, 24,921,706 and 25,051,432 issued and outstanding

     25    25

Additional paid-in capital

     8,953    8,713

Retained earnings

     4,873    2,435
           

Total stockholders’ equity

     13,851    11,173
           

Total

   $ 22,211    21,107
           

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

    

Three Months
Ended

September 30,

  

Nine Months
Ended

September 30,

   2007     2006    2007    2006

Revenues

   $ 5,102     4,816    23,110    19,272

Cost of revenues

     2,489     2,493    9,101    7,377
                      

Gross profit

     2,613     2,323    14,009    11,895
                      

Operating expenses:

          

Sales and marketing expense

     629     188    1,121    689

General and administrative expense

     2,491     1,766    7,818    5,624
                      

Total operating expenses

     3,120     1,954    8,939    6,313
                      

(Loss) earnings from operations

     (507 )   369    5,070    5,582

Interest expense

     296     210    890    246

Loss on derivative instrument

     —       —      —      19
                      

(Loss) earnings before income taxes

     (803 )   159    4,180    5,317

Income taxes (benefit)

     (270 )   79    1,742    2,176
                      

Net (loss) earnings

   $ (533 )   80    2,438    3,141
                      

Basic (loss) earnings per share

   $ (.02 )   —      .10    .12
                      

Diluted (loss) earnings per share

   $ (.02 )   —      .09    .11
                      

Dividends per share

   $ —       —      —      —  
                      

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

For the Nine Months Ended September 30, 2007 and 2006

(Dollars in thousands)

 

    

 

Common Stock

   

Additional

Paid-In
Capital

   

Retained

Earnings

(Accumulated
Deficit)

    Notes
Receivable
   

Total

Stockholders’

Equity

 
     Shares     Amount          

Balance at December 31, 2005

   25,219,282     $ 25     4,054     (982 )   (65 )   3,032  

Exercise of common stock options (unaudited)

   59,766       —       10     —       —       10  

Exercise of common stock warrants, net (unaudited)

   833,334       1     899     —       —       900  

Common stock offering costs (unaudited)

   —         —       (8 )   —       —       (8 )

Common stock issued in connection with CapitalSouth Financing (unaudited)

   195,000       —       483     —       —       483  

Common stock issued (unaudited)

   300       —       —       —       —       —    

Warrant liability, reclassified to stockholders’ equity (unaudited)

   —         —       3,283     —       —       3,283  

Retirement of 250,000 shares of common stock (unaudited)

   (250,000 )     —       (250 )   —       —       (250 )

Retirement of 1,025,000 shares of common stock (unaudited)

   (1,025,000 )     (1 )   1     —       —       —    

Repayment of notes receivable (unaudited)

   —         —       —       —       65     65  

Stock compensation (unaudited)

   —         —       163     —       —       163  

Net earnings (unaudited)

   —         —       —       3,141     —       3,141  
                                      

Balance at September 30, 2006 (unaudited)

   25,032,682     $ 25     8,635     2,159     —       10,819  
                                      

Balance at December 31, 2006

   25,051,432     $ 25     8,713     2,435     —       11,173  

Exercise of common stock options (unaudited)

   162,246       —       81     —       —       81  

Exercise of common stock warrants, net (unaudited)

   333,028       —       326     —       —       326  

Retirement of 625,000 shares of common stock (unaudited)

   (625,000 )     —       (750 )   —       —       (750 )

Common stock issued for services (unaudited)

   —         —       29     —       —       29  

Stock compensation (unaudited)

   —         —       554     —       —       554  

Net earnings (unaudited)

   —         —       —       2,438     —       2,438  
                                      

Balance at September 30, 2007 (unaudited)

   24,921,706     $ 25     8,953     4,873     —       13,851  
                                      

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

    

Nine Months
Ended

September 30,

 
     2007     2006  

Cash flows from operating activities:

    

Net earnings

   $ 2,438     3,141  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation

     319     129  

Amortization of domains and other

     785     675  

Amortization of debt issuance costs and discounts

     195     47  

Deferred income tax benefit

     (99 )   (62 )

Loss on derivative instrument

     —       19  

Stock compensation

     583     163  

Decrease (increase) in accounts receivable

     659     (163 )

Increase in prepaid expenses and other

     (212 )   (291 )

(Decrease) increase in accounts payable

     (1,218 )   412  

Increase (decrease) in accrued liabilities

     146     (291 )

Decrease in deferred revenue

     (56 )   (300 )

Increase in other assets

     (125 )   —    
              

Net cash provided by operating activities

     3,415     3,479  
              

Cash flows from investing activities:

    

Purchase of office equipment and leasehold improvements

     (297 )   (1,003 )

Purchase of trademarks

     —       (20 )

Purchase of domains

     (818 )   (1,626 )
              

Net cash used in investing activities

     (1,115 )   (2,649 )
              

Cash flows from financing activities:

    

Proceeds from exercise of common stock warrants

     326     900  

Proceeds from sale of common stock

     —       312  

Proceeds from sale of common stock warrants

     —       171  

Proceeds from notes payable

     —       6,517  

Retirement of common stock

     (750 )   (250 )

Repayment of note payable

     —       (1,540 )

Repayment of note receivable

     —       65  

Redemption of common stock subject to mandatory redemption

     —       (6,150 )

Debt issuance costs

     —       (691 )

Net decrease in revolving line of credit

     (518 )   (97 )

Common stock offering costs

     —       (8 )

Exercise of common stock options

     81     10  
              

Net cash used in financing activities

     (861 )   (761 )
              

Net increase in cash

     1,439     69  

Cash at beginning of period

     347     576  
              

Cash at end of period

   $ 1,786     645  
              

 

(continued)

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited) Continued

(In thousands)

 

Supplemental disclosure of cash flow information:

     

Cash paid during the period for:

     

Interest

   $ 723    145
           

Income taxes

   $ 1,550    2,278
           

Noncash financing and investing activities:

     

Common stock warrants reclassified to additional paid-in capital

   $ —      3,283
           

Assets and liabilities assumed in connection with acquisition:

     

Common stock offering costs incurred in connection with warrant issuance

   $ —      49
           

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2007 and 2006 (Unaudited)

 

(1) Description of Business and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of InterSearch Group, Inc. and its wholly-owned subsidiaries which consist of Walnut Ventures, Inc. (“Walnut”), InterSearch Corporate Services, Inc. (“ICS”), La Jolla Internet Properties, Inc. (“La Jolla”), Internet Revenue Services, Inc. (“IRS”), Overseas Internet Properties, Inc. (“Overseas”), Dotted Ventures, Inc. (“Dotted”), and Banks.com, Inc. (“Banks”), collectively, the “Company”.

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the instructions of Item 310(b) of Regulation S-B under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007, or for any other period. The condensed consolidated balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited financial statements and accompanying notes included in the Annual Report on Form 10-KSB for the year ended December 31, 2006 filed with the Securities and Exchange Commission (the “SEC”).

Walnut operates in the pay-per-click search engine and Internet advertising industries.

ICS is engaged principally in the business of providing highly skilled Internet and technology consultants through outsourcing to entities operating within the banking, insurance and securities sectors. ICS’s primary market is the continental United States.

La Jolla operates in the pay-per-click search engine and Internet advertising industries.

IRS owns and maintains a large portion of the domain portfolio that operates in the direct navigation market, including www.irs.com .

Overseas operates in the international pay-per-click search engine and Internet advertising industries.

Dotted owns an ICANN accredited domain Registrar business that allows the Company to continue to build out its service offering in and around domain portfolio management.

Banks was incorporated solely for the purpose of effecting a change in the Company’s name to “Banks.com, Inc.” The Company expects the name change to become effective on or after November 27, 2007, at which time Banks will be dissolved.

 

(2) Significant Accounting Policies

The preparation of condensed consolidated 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 disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions.

The Company’s significant accounting policies are disclosed in the Company’s Annual report on Form 10-KSB for the year ended December 31, 2006 filed with the SEC.

(continued)

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

 

(2) Significant Accounting Policies, Continued

 

Stock Compensation. Effective January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based Payment, (Statement of Financial Accounting Standards (SFAS) 123(R)), using the modified-prospective-transition method. Under that transition method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006 based on the grant date fair value calculated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R).

The Company established the 2004 Equity Incentive Plan (the “2004 Plan”) for employees and non-employee directors of the Company and reserved 1,531,624 shares of common stock for the 2004 Plan. As of December 16, 2005, the Company’s board of directors terminated the 2004 Plan and replaced it with the 2005 Equity Incentive Plan (“2005 Plan”). This termination did not affect any outstanding options under the 2004 Plan, and all such options will continue to remain outstanding and governed by the 2004 Plan. Any Company employee, director, officer, consultant or advisor is eligible to receive an award under the 2005 Plan. The 744,124 shares available for issuance under the 2004 Plan as of December 16, 2005 were transferred to the 2005 Plan. On December 16, 2005, the board of directors of the Company approved and adopted an amendment to the 2005 Plan, subject to approval by the holders of a majority of the common stock, which approval became effective on July 27, 2006. The amendment increases from 744,124 to 1,744,124, the number of shares of common stock available to be granted under the 2005 Plan. At September 30, 2007, 222,953 shares remained available for grant. However, as discussed in Note (9), the available shares are expected to increase to 1,022,953 on or after November 27, 2007.

Both incentive stock options and nonqualified stock options can be granted under the equity incentive plans. The exercise price of the stock options is determined by the board of directors at the time of grant, but can not be less than the fair market value of the common stock on the date of grant. The standard vesting schedule for stock options issued under the plans occurs over a four year period. The stock options must be exercised within ten years from the date of grant.

A summary of the stock option activity in the Company’s equity incentive plans is as follows (dollars in thousands, except per share amounts):

 

     Number of
Shares
   

Weighted-

Average

Per Share

Exercise
Price

  

Weighted-

Average

Remaining
Contractual

Term

  

Aggregate
Intrinsic

Value

Outstanding at December 31, 2006

   1,612,500     $ 1.24      

Granted

   1,045,000       2.56      

Forfeited

   (455,470 )     1.62      

Exercised

   (162,246 )     0.51      
                  

Outstanding at September 30, 2007

   2,039,784     $ 1.89    8.8 years    $ 307
                        

Exercisable at September 30, 2007

   746,308     $ 1.41    8.2 years    $ 215
                        

The total intrinsic value of options exercised during the three and nine months ended September 30, 2007 was $82,000 and $274,000 respectively, compared to $96,000 and $109,000 respectively for the same periods in 2006. There was no tax benefit recognized for the incentive stock options exercised in any of these periods. At September 30, 2007, the Company had 1,293,476 unvested stock options outstanding and there was $1.4 million of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plans. This cost is expected to be recognized monthly on a straight-line basis over the appropriate vesting periods through August 31, 2011. The total fair value of shares vested and recognized as compensation expense was $158,000 and $554,000 for the three and nine months ended September 30, 2007, respectively, compared to $66,000 and $163,000 respectively for the same periods in 2006. The associated income tax benefit recognized was $23,000 and $127,000 in the three and nine months ended September 30, 2007, respectively, compared to $15,000 and $36,000 respectively for the same periods in 2006.

(continued)

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

 

(2) Significant Accounting Policies, Continued

 

Stock Compensation, Continued. The fair value of each option granted for the three and nine months ended September 30, 2007 and 2006 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions (dollars in thousands, except per share data):

 

    

Three Months Ended

September 30,

 
     2007     2006  

Risk-free interest rate

     4.25 %     5.36 %

Dividend yield

     —         —    

Expected volatility

     46 %     27 %

Expected life in years

     6.25       6.25  

Grant-date fair value of options issued during the period

   $ 86     $ 262  

Per share value of options at grant date

   $ 0.96     $ 0.62  
                
    

Nine Months Ended

September 30,

 
     2007     2006  

Risk-free interest rate

     3.625% - 4.75 %     4.61% - 5.36 %

Dividend yield

     —         —    

Expected volatility

     46% - 49 %     27% - 34 %

Expected life in years

     5 - 6.25       6.25  

Grant-date fair value of options issued during the period

   $ 1,319     $ 541  

Per share value of options at grant date

   $ 0.96 - $1.59     $ 0.65  
                

As part of its adoption of SFAS 123(R), the Company examined its historical pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in Staff Accounting Bulletin No. 107 issued by the SEC to determine the estimated life of stock options issued subsequent to the adoption of SFAS 123(R). Based on this guidance, the estimated term was deemed to be the midpoint of the vesting term and the contractual term ((vesting term and original contractual term)/2). Expected volatility is based on historical volatility of certain peer companies. The risk-free rate is based on the U.S. Treasury Strips with similar expected lives at the time of grant. The dividend yield is based on the Company’s history and expectation of dividend payments.

 

(3) (Loss) earnings Per Share

Basic (loss) earnings per share is computed on the basis of the weighted-average number of common shares outstanding. Diluted earnings per share for the nine months ended September 30, 2007 and 2006 and the three months ended September 30, 2006 is computed based on the weighted-average number of shares outstanding plus the effect of outstanding stock options and warrants, computed using the treasury stock method. These amounts were excluded from the calculation for the three months ended September 30, 2007 as their effect is anti-dilutive. Loss (earnings) per common share have been computed based on the following:

(continued)

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

 

(3) (Loss) earnings Per Share, Continued

 

     Three Months Ended September 30,
     2007     2006
     Loss    

Weighted-
Average

Shares

   Per Share
Amount
    Earnings   

Weighted-
Average

Shares

   Per Share
Amount
     (dollars in thousands, except per share amounts)

Basic:

               

Net (loss) earnings available to common stockholders

   $ (533 )   24,855,595    $ (.02 )   $ 80    25,002,563    $ —  

Effect of dilutive securities:

               

Incremental shares from assumed conversion of options

     —       —          —      429,068   

Incremental shares from assumed conversion of warrants

     —       —          —      2,000,391   
                             

Diluted:

               

Net (loss) earnings available to common stockholders and assumed conversions

   $ (533 )   24,855,595    $ (.02 )   $ 80    27,432,022    $ —  
                                       
     Nine Months Ended September 30,
     2007     2006
     Earnings    

Weighted-
Average

Shares

   Per Share
Amount
    Earnings   

Weighted-
Average

Shares

   Per Share
Amount
     (dollars in thousands, except per share amounts)

Basic:

               

Net earnings available to common stockholders

   $ 2,438     24,972,647    $ .10     $ 3,141    25,149,681    $ .12

Effect of dilutive securities:

               

Incremental shares from assumed conversion of options

     —       —          —      454,853   

Incremental shares from assumed conversion of warrants

     —       3,027,727        —      1,991,899   
                             

Diluted:

               

Net earnings available to common stockholders and assumed conversions

   $ 2,438     28,000,374    $ .09     $ 3,141    27,596,433    $ .11
                                       

(continued)

 

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INTERSEARCH GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

 

(3) (Loss) earnings Per Share, Continued

 

For the three and nine months ended September 30, 2007, the following options were excluded from the calculation of earnings per share due to the exercise price exceeding the average market price:

 

Number of

Outstanding

Options

  

Exercise

Price

  

Expiration

Date

 
90,000    $ 1.88    2017 *
210,000    $ 2.34    2017  
205,000    $ 2.50    2017  
170,000    $ 2.51    2017  
30,000    $ 2.55    2017  
250,000    $ 3.10    2017  

*  Applies to the three month period only

    

 

(4) Warrants

At September 30, 2007, outstanding warrants to purchase the Company’s common stock were as follows:

 

Number of Common

Stock Warrants

  

Exercise

Price

  

Expiration

Date

39,063    $ 1.60    October 7, 2010
477,000    $ 1.60    July 20, 2011
5,311,559    $ 1.20    September 29, 2010
499,813    $ 0.80    September 29, 2010
       
6,327,435      
       

 

(5) Income Taxes

The Company records deferred income tax assets and liabilities to reflect the tax consequences on future years of temporary differences between revenues and expenses reported for financial statement and those reported for income tax purposes. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. Valuation allowances are provided against assets which are not likely to be realized.

The Company and its subsidiaries file a consolidated income tax return. Income taxes are allocated proportionately as if separate income tax returns were filed.

 

(6) Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock. As of September 30, 2007, the Company has no outstanding shares of preferred stock.

(continued)

 

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Notes to Condensed Consolidated Financial Statements, Continued

 

(7) Notes Payable

In July 2006, the Company completed the sale of 13.50% Senior Subordinated Notes due 2011 in the aggregate principal amount of $7.0 million (the “Notes”), together with 195,000 shares of common stock and warrants to purchase up to an aggregate of 477,000 shares of common stock at an exercise price of $1.60 (the “Warrants”). The Warrants expire in July 2011. This debt financing resulted in gross proceeds of $7.0 million before placement agent fees and expenses associated with the transaction, which in aggregate totaled approximately $1.3 million consisting of debt issuance cost of $806,000 and debt discount of $483,000. The debt issuance costs and debt discount are amortized over the term of the Notes using the effective interest method. The Notes issued by the Company are secured by first lien on all assets of tax-related internet domains, including www.irs.com , and a second lien on all other assets of the Company, subordinated to the lien on all other assets of the Company’s senior lender, Silicon Valley Bank. Prior to maturity, the Notes (i) will be interest-only for the first two years; (ii) will amortize 20% of the principal amount in year three; will amortize 25% of the principal amount in year four; and (iii) will amortize the remainder of the principal amount in year five, with payments of principal, as applicable, and interest due monthly. The Notes can be prepaid by the Company in whole or in part in any amount greater than $100,000 at any time without penalty. The note holders will have the right to accelerate repayment of the Notes if, among other things, the Company does not meet certain financial ratios per the agreement as of the last day of any fiscal quarter.

 

(8) Contingencies

The Company may become subject to governmental regulation arising from the normal course of business. On April 17, 2007 the U.S. House of Representatives passed H.R. 1677, The TaxPayer Protection Act of 2007 (“H.R. 1677”). Section 8 of H.R. 1677 amends Section 333, Title 31 of the U.S. Code to include Internet domain addresses in the prohibition on misuse of the U.S. Department of the Treasury names and symbols. The Company owns the Internet domain address www.irs.com, which is an acronym commonly associated with the Internal Revenue Service, a division of the U.S. Department of the Treasury. The ultimate impact of H.R. 1677, in its current form, is not presently determinable; however there can be no assurance that passage into law would not adversely affect the Company’s use of its Internet domain address www.irs.com as well as the Company’s overall operations.

 

(9) Subsequent Events

On September 28, 2007, the Company’s board of directors approved an amendment to the Company’s Amended and Restated Articles of Incorporation to change the name of the Company to “Banks.com, Inc.” (the “Charter Amendment”). On October 18, 2007, the board of directors also approved an increase in the maximum number of shares of common stock reserved for issuance under the 2005 Plan to 2,544,124 shares of common stock (the “Plan Increase”). A preliminary Information Statement on Schedule 14C was filed with the SEC to disclose the proposed corporate name change and Plan Increase. On November 2, 2007, the holders of 86.35% of the Company’s outstanding shares of common stock approved the Charter Amendment and the Plan Increase pursuant to a written consent. A definitive Information Statement on Schedule 14C was filed with the SEC on November 5, 2007 and subsequently mailed to the Company’s shareholders of record as of October 8, 2007. The Company anticipates the Charter Amendment and Plan Increase will be effective on or after November 27, 2007.

 

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Review by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith PA, the Company’s independent registered public accounting firm, have made a limited review of the financial data as of September 30, 2007, and for the three and nine month periods ended September 30, 2007 and 2006 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.

Their report furnished pursuant to Article 10 of Regulation S-X is included herein.

 

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Report of Independent Registered Public Accounting Firm

InterSearch Group, Inc.

San Francisco, California:

We have reviewed the accompanying condensed consolidated balance sheet of InterSearch Group, Inc. and Subsidiaries (the “Company”) as of September 30, 2007, the related condensed consolidated statements of operations for the three and nine month periods ended September 30, 2007 and 2006, and the related condensed consolidated statements of stockholders’ equity and cash flows for the nine month periods ended September 30, 2007 and 2006. These interim condensed financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet as of December 31, 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 27, 2007, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Hacker, Johnson & Smith PA

HACKER, JOHNSON & SMITH PA

Tampa, Florida

November 5, 2007

 

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I TEM  2 – M ANAGEMENT S D ISCUSSION AND A NALYSIS OR P LAN OF O PERATION

When reading this section of this Quarterly Report, it is important that you also read the financial statements and related notes included elsewhere in this Quarterly Report and our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006. This section of this Quarterly Report contains forward–looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward–looking statement for many reasons, including those described in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission (the “SEC”). The risks described in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

OVERVIEW

We primarily provide Internet search services that facilitate access to relevant information on the Internet. Our Internet search services enable businesses to increase their online transactions through targeted online advertising to Internet users in response to their keyword search queries.

We review our operations based on both our financial results and non–financial measures. Among the key financial factors upon which management focuses in reviewing performance are revenue–per–click and cost–per–click, which for the nine months ended September 30, 2007 were approximately $0.27 and $0.10, respectively, compared to approximately $0.23 and $0.08, respectively for the nine months ended September 30, 2006. When an Internet user clicks–through on a sponsored listing through our distribution network, our arrangements with our advertising network partners and direct advertisers provide that we receive a fixed percentage of their related advertising revenue. We currently depend, and expect to continue to depend in the near future, upon a relatively small number of advertising network partners and direct advertisers for a significant percentage of our revenues. Our advertising network partners, Yahoo! Search Marketing and Ask.com, formerly known as Ask Jeeves, together represented approximately 85% and 70% of our revenues for the nine months ended September 30, 2007 and 2006, respectively. A significant reduction in click–throughs or an advertising network partner exerting significant pricing pressures on us would have a material adverse effect on our results of operations. Our largest expense is traffic acquisition costs, which consists primarily of revenue–sharing payments to our distribution network partners for access to their online user traffic. We are striving to decrease our cost–per–click by increasing the number of proprietary web properties that we own and manage. When Internet users access our owned or managed websites through direct navigation, it reduces our payments to distribution network partners.

The key non–financial measure that management reviews is number of click–throughs on advertiser listings, we call “paid clicks”, which for the nine months ended September 30, 2007 and 2006 were approximately 84 million and 72 million, respectively. Our revenue growth depends, in part, on our ability to increase the number of paid clicks on the sponsored listings of our advertising network partners and direct advertisers displayed on our distribution network. We intend to expand and diversify our proprietary traffic sources, specifically by increasing our presence in the direct navigation market and increasing the number of other proprietary web properties that we own and manage.

The historical financial information reflected in this Quarterly Report does not include certain expenses that we will incur as the result of being a public company. For example, we will incur expenses relating to compliance with the provisions of the Sarbanes–Oxley Act of 2002 and the reporting requirements of the SEC. In addition, our operating expenses will increase as a result of implementing our growth strategy, as we will likely improve our information systems and reporting systems and increase personnel.

 

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Recent Developments

The application of new and existing laws and regulations to the Internet or other online services, could have a material adverse effect on our business, prospects, financial condition and results of operations. For example, on April 17, 2007, the U.S. House of Representatives passed H.R. 1677, The TaxPayer Protection Act of 2007 (“H.R. 1677”). Section 8 of H.R. 1677 amends Section 333, Title 31 of the U.S. Code to include Internet domain addresses in the prohibition on misuse of the U.S. Department of the Treasury names and symbols. We own the Internet domain address www.irs.com , which is an acronym commonly associated with the Internal Revenue Service, a division of the U.S. Department of the Treasury. The passage of H.R. 1677 into law in its current form could adversely affect our use of our Internet domain address www.irs.com as well as our overall operations. However, we believe that it is premature to assess the impact of H.R. 1677 on our business, as the passage of this bill into law in its identical form is currently too speculative. In the event H.R. 1677 becomes law in its current form, we intend to be diligent in our communications with the Internal Revenue Service in an effort to mitigate any potential negative effects of such legislation.

On September 28, 2007, our board of directors approved an amendment to our Amended and Restated Articles of Incorporation to change the name of our company to “Banks.com, Inc.” (the “Charter Amendment”). A preliminary Information Statement on Schedule 14C was filed with the SEC to disclose the proposed corporate name change. On November 2, 2007, the holders of 86.35% of our outstanding shares of common stock approved the Charter Amendment pursuant to a written consent. A definitive Information Statement on Schedule 14C was filed with the SEC on November 5, 2007 and subsequently mailed to our shareholders of record as of October 8, 2007. We anticipate the Charter Amendment will be effective on or after November 27, 2007.

Business Segments

We had no reportable segments for the quarter ended September 30, 2007 and as such, prior year amounts were reclassified for comparability purposes.

Quarterly Results May Fluctuate

We enter into agreements with various distribution partners to provide distribution for the URL strings and advertisement listings of our advertising network partners. We generally pay distribution partners based on a percentage of revenue or a fixed amount per click-through on these listings. The level of paid clicks contributed by our distribution partners has varied, and we expect it will continue to vary, from quarter to quarter and year to year, sometimes significantly, for several reasons, including our ability to increase our distribution, which impacts the number of Internet users who have access to advertisers’ listings on our network, the amount these advertisers spend on their sponsored listings and the number of our advertising network partners.

We anticipate that these variables will fluctuate in the future, affecting our growth rate and our financial results. In particular, it is difficult to project the number of paid clicks we will deliver to our advertising network partners and web properties, how much advertisers will spend, and the rate of revenue sharing with our distribution network partners.

Our quarterly results have fluctuated in the past and may fluctuate in the future due to seasonal fluctuations in the level of Internet usage. As is typical in our industry, the second and third quarters of the calendar year generally experience relatively lower usage than the first and fourth quarters. It is generally understood that during the spring and summer months of the year, Internet usage is lower than during other times of the year, especially in comparison to the fourth quarter of the calendar year. The extent to which usage may decrease during these off-peak periods is difficult to predict. In addition, we expect that the business associated with the website www.irs.com will continue to cause our revenues to be largely seasonal in nature, with peak revenues occurring during the tax filing season of January through April. Therefore, our quarterly results should not be relied upon as indicative of results for the entire fiscal year.

 

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RESULTS OF OPERATIONS

The following table sets forth information for the three and nine months ended September 30, 2007 and 2006 derived from our unaudited condensed consolidated financial statements which, in the opinion of our management, reflect all adjustments, which are of a normal recurring nature, necessary to present such information fairly (in thousands).

 

    

Three Months
Ended

September 30,

   

Nine Months
Ended

September 30,

 
   2007     2006     2007     2006  

Statements of Operations Data:

        

Revenues

   $ 5,102     4,816     23,110     19,272  
                          

Cost of revenues

     2,489     2,493     9,101     7,377  

Sales and marketing

     629     188     1,121     689  

General and administrative

     2,491     1,766     7,818     5,624  
                          

Total expenses

     5,609     4,447     18,040     13,690  
                          

(Loss) earnings from operations

     (507 )   369     5,070     5,582  

Interest expense

     296     210     890     246  

Loss on derivate instrument

     —       —       —       19  
                          

(Loss) earnings before income taxes

     (803 )   159     4,180     5,317  

Income taxes (benefit)

     (270 )   79     1,742     2,176  
                          

Net (loss) earnings

   $ (533 )   80     2,438     3,141  
                          
The following table sets forth our historical operating results as a percentage of revenue for the periods indicated:  
    

Three Months
Ended

September 30,

   

Nine Months
Ended

September 30,

 
     2007     2006     2007     2006  

Revenues

     100 %   100 %   100 %   100 %
                          

Cost of revenues

     49     52     39     38  

Sales and marketing

     12     4     5     4  

General and administrative

     49     37     34     29  
                          

Total expenses

     110     93     78     71  
                          

(Loss) earnings from operations

     (10 )   7     22     29  

Interest expense

     6     4     4     1  
                          

(Loss) earnings before income taxes

     (16 )   3     18     28  

Income taxes (benefit)

     (5 )   1     8     11  
                          

Net (loss) earnings

     (11 )   2     10     17  
                          

 

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Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Revenue. Revenue increased 6% from $4.8 million for the three months ended September 30, 2006 to $5.1 million for the same period in 2007. This increase is attributable to an increase in traffic to our proprietary websites through a combination of efforts in Search Engine Marketing (“SEM”), or Internet advertising, and Search Engine Optimization (“SEO”), or improving algorithmic search rankings.

Cost of Revenue. Although revenue increased 6%, cost of revenue remained constant at $2.5 million for the three months ended September 30, 2006 and 2007. This is primarily the result of higher margins derived from proprietary traffic as we continue to focus our resources on generating traffic to our proprietary web properties though SEM, SEO, and the direct navigation market which typically yields higher margins.

Sales and Marketing. Sales and marketing expense increased from $188,000 for the three months ended September 30, 2006 to $629,000 for the same period in 2007. This increase of $441,000 is mainly attributable to additional sales staff, and severance costs.

General and Administrative. General and administrative expenses increased 41% from $1.8 million for the three months ended September 30, 2006 to $2.5 million for the same period in 2007. The increase is due primarily to an increase in technology infrastructure costs of $222,000, an increase in personnel and benefit costs of $124,000, an increase in stock compensation expense of $121,000, an increase in depreciation and amortization of $93,000, and an increase in professional fees of $90,000. The increases from an overall standpoint were necessary to support continued growth in operations. We expect that our general and administrative expenses will continue to increase to the extent we expand our operations and incur additional costs in connection with being a public company, such as professional fees and insurance.

Interest Expense. Interest expense was $210,000 for the three months ended September 30, 2006 compared to $296,000 for the same period in 2007. This 41% increase in interest expense is related to the sale of 13.50% notes in July 2006 in the aggregate principal amount of $7.0 million (the “Notes”).

Income Taxes. Income tax expense was $79,000, an effective tax rate of 50%, for the three months ended September 30, 2006 compared to a $270,000 benefit, an effective tax rate of 34%, for the same period in 2007. This decrease is primarily a result of a decrease in our pretax earnings from $159,000 for the three months ended September 30, 2006 compared to pretax loss of $803,000 for the three months ended September 30, 2007. The statutory effective tax rate is approximately 40%. Differences from the statutory effective tax rate result from permanent tax differences.

Net (Loss) Earnings. As a result of the foregoing, net loss for the three months ended September 30, 2007 was $533,000 or $0.02 per basic and diluted share compared to net earnings of $80,000 or $0.00 per basic and diluted share for the same period in 2006.

 

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Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Revenue. Revenue increased 20% from $19.3 million for the nine months ended September 30, 2006 to $23.1 million for the same period in 2007. This increase is attributable to an increase in traffic to our proprietary websites through a combination of efforts in SEM and SEO.

Cost of Revenue. For the nine months ended September 30, 2006 cost of revenue was $7.4 million and increased to $9.1 million for the same period in 2007. This 23% increase is primarily attributable to additional traffic acquisition costs and is commensurate with our efforts to increase revenue during the period.

Sales and Marketing. Sales and marketing expense increased from $689,000 for the nine months ended September 30, 2006 to $1.1 million for the same period in 2007. This increase of $432,000 is mainly attributable to additional sales staff, and severance costs.

General and Administrative. General and administrative expenses increased 39% from $5.6 million for the nine months ended September 30, 2006 to $7.8 million for the same period in 2007. The increase is due primarily to an increase in technology infrastructure costs of $781,000, an increase in stock compensation expense of $420,000, an increase in personnel and benefit costs of $303,000, an increase in depreciation and amortization of $300,000, and an increase in professional fees of $178,000. The increases from an overall standpoint were necessary to support continued growth in operations. We expect that our general and administrative expenses will continue to increase to the extent we expand our operations and incur additional costs in connection with being a public company, such as professional fees and insurance.

Interest Expense. Interest expense was $246,000 for the nine months ended September 30, 2006 compared to $890,000 for the same period in 2007. The increase in interest expense is related to the sale of 13.50% notes in July 2006 in the aggregate principal amount of $7.0 million.

Income Taxes. Our provision for income taxes was $2.2 million, an effective tax rate of 41%, for the nine months ended September 30, 2006 and decreased to $1.7 million, an effective tax rate of 42%, for the same period in 2007. This decrease is primarily a result of a decrease in our pretax earnings from $5.3 million for the nine months ended September 30, 2006 compared to pretax earnings of $4.2 million for the nine months ended September 30, 2007. The statutory effective tax rate is approximately 40%. Differences from the statutory effective tax rate result from permanent tax differences.

Net Earnings. As a result of the foregoing, net earnings for the nine months ended September 30, 2007 was $2.4 million or $0.10 per basic and $0.09 per diluted share compared to net earnings of $3.1 million or $0.12 per basic and $0.11 per diluted share for the same period in 2006.

 

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LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our growth primarily through operations and the use of our line of credit. We have engaged in private sales of our common stock and debt financing in order to fund the purchase price of some of our acquisitions. As of September 30, 2007, we had $1.8 million in cash as compared to $347,000 at December 31, 2006.

We have a revolving line of credit with Silicon Valley Bank, which allows borrowings up to $1.25 million. The facility bears interest at 8.50% and requires the payment of a collateral handling fee ranging from 0.1% to 0.25% per month of financed receivables. As of September 30, 2007, we had no outstanding balance under this credit facility.

In July 2006, we completed the sale of the Notes, together with 195,000 shares of common stock and warrants to purchase up to an aggregate of 477,000 shares of common stock at an exercise price of $1.60 (the “Warrants”). The Warrants expire in July 2011. This debt financing resulted in gross proceeds of $7.0 million before placement agent fees and expenses associated with the transaction, which totaled approximately $1.3 million.

Both the loan agreement and the investment agreement for the Notes contain restrictions of a nature generally found in agreements of these types that may limit our ability to, among other things, sell or acquire assets, incur additional indebtedness, make certain investments, purchase capital stock, and pay dividends.

We continually review our capital requirements to ensure that we have sufficient funding available to support our anticipated levels of operations, obligations and growth strategies. We intend to use cash flow from operations, availability under our credit line, or a combination of both to fund anticipated levels of operations and acquisitions for the next 12 months.

In the comparisons below, net cash flows provided by operating activities primarily consist of net earnings adjusted for certain items such as depreciation and amortization, deferred income taxes and changes in working capital.

 

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Cash Flows for the Nine Months Ended September 30, 2007

Net cash provided by operating activities for the nine months ended September 30, 2007 was $3.4 million consisting primarily of net earnings of $2.4 million, increased by depreciation and amortization of $1.1 million, stock compensation expense of $583,000, and a decrease in accounts receivable of $659,000, partially offset by a decrease in accounts payable of $1.2 million.

Net cash used in investing activities for the nine months ended September 30, 2007 of $1.1 million primarily was for the purchase of internet domains.

Net cash used in financing activities for the nine months ended September 30, 2007 was $861,000. This is primarily attributable to the net decrease in our credit facility of $518,000 and the purchase of our common stock for $750,000, pursuant to stock repurchase agreements with three of our executive officers, partially offset by proceeds from exercise of common stock warrants and options. As of September 30, 2007 we did not have an outstanding principal balance on our credit facility.

Cash Flows for the Nine Months Ended September 30, 2006

Net cash provided by operating activities for the nine months ended September 30, 2006 was $3.5 million consisting primarily of net earnings of $3.1 million increased by amortization of $722,000 and decreased by $300,000 in deferred revenue, both as a result of the acquisition of the domain www.irs.com .

Net cash used in investing activities for the nine months ended September 30, 2006 of $2.6 million primarily was for the purchase of internet domains and the establishment of a data warehouse system.

Net cash used in financing activities for the nine months ended September 30, 2006 was $761,000. This is primarily attributable to the net effect of refinancing of our debt to a long-term note payable.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our management’s discussion and analysis is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are discussed in Note 2 to our unaudited condensed consolidated financial statements appearing at the beginning of this quarterly report and are fully disclosed in our annual report on Form 10-KSB for the year ended December 31, 2006 filed with the SEC.

 

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I TEM  3. C ONTROLS AND P ROCEDURES

Our Chief Executive Officer, Daniel M. O’Donnell, and Chief Financial Officer, Gary W. Bogatay, Jr., evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”), and concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information we are required to disclose in our filings with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information we are required to disclose in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in our internal controls over financial reporting identified in connection with this evaluation that occurred during the period covered by this report that have affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

 

I TEM  1. L EGAL P ROCEEDINGS

We are not involved in any legal proceedings other than routine litigation arising in the normal course of business. We do not believe the results of such litigation, even if the outcome were unfavorable to us, would have a material adverse effect on our business, financial condition or results of operations.

 

I TEM  2. U NREGISTERED S ALES OF E QUITY S ECURITIES AND U SE OF P ROCEEDS

Not applicable.

 

I TEM  3. D EFAULTS U PON S ENIOR S ECURITIES

Not applicable.

 

I TEM  4. S UBMISSION OF M ATTERS TO A V OTE OF S ECURITY H OLDERS

Not applicable.

 

I TEM  5. O THER I NFORMATION

Not applicable.

 

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I TEM  6. E XHIBITS

 

          Incorporated by Reference     
Exhibit
Number
  

Exhibit Description

   Form    File No.    Exhibit
No.
   Filing
Date
   Filed
Herewith
15.1    Letter on Unaudited Interim Financial Information                X
31.1    Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                X
31.2    Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                X
32.1    Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.                X
32.2    Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.                X

 

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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.

 

        INTERSEARCH GROUP, INC.
November 14, 2007     By  

/s/ Daniel M. O’Donnell

      Daniel M. O’Donnell
      President and Chief Executive Officer
      (Principal Executive Officer)
November 14, 2007     By  

/s/ Gary W. Bogatay, Jr.

      Gary W. Bogatay, Jr.
      Chief Financial Officer, Secretary and Treasurer
      (Principal Financial and Accounting Officer)

 

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