UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





QUARTERLY REPORT UNDER SECTION 13 OR 15(D)


OF THE SECURITIES EXCHANGE ACT OF 1934





FOR THE QUARTER ENDED SEPTEMBER 30, 2010





COMMISSION FILE NO. 0-10854





SOMERSET INTERNATIONAL GROUP, INC.


(Exact name of Registrant as specified in its charter)




DELAWARE
13-2795675(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





90 Washington Valley Road, Bedminster, NJ  07921


(Address of Principal Executive Offices)





Registrant's Telephone No., including area code: (908) 719-8909








Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“the Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes oNo x




(See Note 1B – Basis of Presentation in Notes To Financial Statements)





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One):





Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x





Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x





Indicate the number of shares outstanding of each of the issuer's classes of Common Stock:





As of  November 15, 2010, there were 23,348,655 shares of the registrant’s Common Stock, par value $.001 per share, outstanding.


1


SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES





INDEX TO FORM 10-Q


(See Note 1B – Basis of Presentation)


September 30, 2010





Part I - Financial Information
PageItem 1. Financial Statements:Consolidated Balance Sheets – September 30, 2010 (Unaudited) and December 31, 2009 (Unaudited)
3Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September30, 2010 and 2009
4Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September30, 2010 and 2009
5Notes to the Consolidated Financial Statements (unaudited)
6 - 12Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13Item 3. Quantitative and Qualitative Disclosures About Market Risk.
17Item 4. Controls and Procedures
17Part II - Other Information:Item 1. Legal Proceedings
18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
18Item 3. Defaults Upon Senior Securities
18Item 4. Submission of Matters to a Vote of Security Holders
18Item 5. Other Information
18Item 6. Exhibits
18Signatures
19




2


SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


(SEE NOTE 1B – BASIS OF PRESENTATION)


SEPTEMBER 30, 2010 AND DECEMBER 31, 2009





September 30,

2010


December 31, 2009(Unaudited)


(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
7,384


$
43,633Accounts receivable, net


559,536



572,548Inventories


704,729



615,379Prepaid expenses


103,163



84,208Other current asset


15,564



10,265Total Current Assets


1,390,376



1,326,033Property and equipment, net


98,489



127,617Other Assets:Deposits


7,120



7,120Deferred financing costs, net


43,720



116,676Customer lists, net


578,160



1,024,221Goodwill


2,200,355



2,200,355Total other assets


2,829,355



3,348,372TOTAL ASSETS

$
4,318,220


$
4,802,022LIABILITIES AND STOCKHOLDERS’ (DEFICIT)Current Liabilities:Accounts payable and accrued expenses

$
1,981,350


$
1,685,102Promissory notes payable - current


1,454,843



1,493,017Dutchess promissory notes payable - current


3,875,920



3,875,920Accrued interest payable


1,165,285



791,290Deferred revenue


239,283



269,906Total Current Liabilities


8,716,681



8,115,235TOTAL LIABILITIES


8,716,681



8,115,235Stockholders’ (Deficit):Common Stock, 200,000,000 shares authorized, $.001 par value, 23,348,655 and 23,333,655 shares issued and outstanding in 2009 and 2008, respectively


23,349



23,349Capital in excess of par value


31,367,243



31,367,243Accumulated deficit


(35,789,053
)


(34,703,805
)Total stockholders’ (deficit)


(4,398,461
)


(3,313,213
)TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT )

$
4,318,220


$
4,802,022




The Notes to the Consolidated Financial Statements are an integral part of these statements.


3


SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES


(SEE NOTE 1B – BASIS OF PRESENTATION)


UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009


Three Months Ending

September 30,


Nine Months Ending

September 30,2010


2009


2010


2009RevenuesEquipment sales

$
408,361


$
399,195


$
1,150,682


$
1,156,132Installation and service revenues


84,749



131,925



285,436



645,756Contract revenues


439,290



496,613



1,294,566



1,329,861Total revenues


932,400



1,027,733



2,730,684



3,131,749Costs of goods soldMaterial cost of systems sold


160,824



236,375



521,194



641,523Install and service costs


259,075



202,512



661,038



565,201Engineering and development


30,283



27,866



87,594



88,666Total costs of goods sold


450,182



466,753



1,269,826



1,295,390Gross margin


482,218



560,980



1,460,858



1,836,359Selling, general, and administrative expensesSelling, general and administrative expense


458,754



554,854



1,474,500



1,951,037Depreciation expense


6,546



9,421



20,642



31,139Amortization expense


173,269



184,855



519,807



572,765Total selling, general, and administrative expenses


638,569



749,130



2,014,949



2,554,941Loss from operations


(156,351
)


(188,150
)


(554,091
)


(718,582
)Other Income (Expense)Interest (expense)


(165,853
)


(157,742
)


(535,272
)


(525,952
)Other (expense)


2,941



--



5,376



18Total other income (expense)


(162,912
)


(157,742
)


(529,896
)


(525,934
)Loss before income taxes


(319,263
)


(345,892
)


(1,083,987
)


(1,244,516
)Provision for (benefit from) income taxes


771



2,639



2,802



7,094Net Loss

$
(318,492
)

$
(348,531
)

$
(1,085,247
)

$
(1,251,610
)Basic and diluted net loss per common share

$
(0.01
)

$
(0.02
)

$
(0.05
)

$
(0.05
)Weighted Average Number of Common Shares


23,348,655



23,348,655



23,348,655



23,348,545




The Notes to the Consolidated Financial Statements are an integral part of these statements.


4


SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES


(SEE NOTE 1B – BASIS OF PRESENTATION)


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





2010


2009Cash Flows From Operating Activities:Net (Loss)

$
(1,085,247
)

$
(1,251,610
)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation


20,642



31,139Amortization


519,807



572,765Changes in operating assets and liabilities:Accounts receivable


13,012



111,844Inventories


(89,350
)


(217,650
)Other current assets


(5,299
)


79Accounts payable and accrued expenses


213,224



358,501Prepaid expense


(18,955
)


(75,177
)Deposits


--



2,706Accrued interest payable


445,231



420,962Deferred revenue


(30,623
)


(54,168
)Net Cash Provided (Used) by Operating Activities


(17,559
)


(100,609
)Cash Flows From Investing Activities:Purchase of equipment


(615
)


(2,454
)Disposal of equipment


9,100



--Net Cash Used by Investing Activities


8,485



(2,454
)Cash Flows From Financing Activities:Proceeds from issuance of stock


--



450Proceeds from issuance of promissory notes


--



80,000Payment of promissory notes payable


(27,175
)


(26,207
)Net Cash Provided (Used) by Financing Activities


(27,175
)


54,243Net Change in Cash  and cash equivalents


(36,249
)


(48,821
)Cash and cash equivalents at Beginning of the Period

$
43,633


$
65,732Cash and cash equivalents at End of the Period

$
7,384


$
16,911Cash paid for interest

$
90,941


$
112,588Cash paid for taxes

$
1,260


$
7,094




The Notes to the Consolidated Financial Statements are an integral part of these statements.


5





Note 1.  Business and Basis of Presentation





A.           Nature of the Business





Somerset International Group, Inc. (the “Company”) is in the business of acquiring profitable or near term profitable private small and medium sized businesses that provide proprietary security products and solutions for people and enterprises – from personal safety to information security – and maximizing the profitability of our acquired entities and to act as a holding company for such entities.





Our executive office is located at 90 Washington Valley Road, Bedminster, New Jersey, 07921.





Customers are located primarily in the northeastern United States.





B.           Basis of Presentation





The unaudited consolidated financial statements included herein have not been reviewed by the Company’s independent registered public accounting firm.  Therefore, these financial statements have not been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Also, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The unaudited interim consolidated financial statements as of September 30, 2010 reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are considered necessary for a fair presentation of its financial position as of September 30, 2010 and the results of its consolidated operations and its consolidated cash flows for the periods ended September 30, 2010 and 2009.





The Unaudited Consolidated Statements of Operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of results for the full year.





The unaudited consolidated financial statements should be read in conjunction with the unaudited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2009 as included in the Company’s Form 10-K filed with the Commission on March 31, 2010.





The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue which is adequate to cover its administrative costs for a period in excess of one year and allow it to continue as a going concern.  Management is actively involved in exploring additional business opportunities which they believe will allow the Company to increase shareholder’s value and allow it to continue as a going concern. The Company will require financing to fund its current operations and will require additional financing to acquire or develop other business opportunities.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


6





Note 2.  Significant Accounting Policies





A.
Cash and cash equivalents





Cash and cash equivalents include cash on hand and in the bank, as well as all short-term securities held for the primary purpose of general liquidity.  Such securities normally mature within three months from the date of acquisition.





B.
Accounts Receivables





Accounts receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.  Accounts receivables are stated at the amount billed to the customer.  Interest is not billed or accrued.  Accounts receivables in excess of 90 days old are considered delinquent.  Payments to accounts receivables are allocated to the specific invoices identified on the customers remittance advice or, if unspecified, are applied to the oldest invoice.  The Company has an allowance for doubtful accounts of approximately $31,000 and $31,000 as of September 30, 2010 and December 31, 2009, respectively, based on its historical collectability.





C.
Property and  Equipment





Property, equipment, and leasehold improvements are stated at cost.  Depreciation is provided on a straight-line method over the estimated useful lives of the assets ranging from two-seven years.  Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease.  Expenditures for maintenance and repairs are charged to expense as incurred.




D.
Concentration of Credit Risk:




The Company maintains its cash in bank deposit accounts at high credit quality financial institutions.  The balances, at times, may exceed federally insured limits.





Currently, Secure System, Inc. has five customers which accounted for all of their revenues. Meadowlands has approximately 650 accounts and Fire Control has approximately 360 accounts which accounted for all of their revenues.  While our goal is to diversify Secure’s and Fire Control’s customer base, Secure expects to continue to depend upon a relatively small number of customers for a significant percentage of its revenues for the foreseeable future. Significant reductions in sales to any of our customers may have a material adverse effect on us by reducing our revenues and our gross margins.




E.
Use of Estimates:


The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures including the disclosure of contingent assets and liabilities.  Accordingly, actual results could differ from those estimates.  Such estimates include the fair value estimates related to the net tangible and identifiable assets of acquired companies and the estimated fair value of reporting units used when evaluating Goodwill for impairment.




F.
Income Taxes:


Deferred income tax assets and liabilities are recognized for the differences between financial and income tax reporting basis of assets and liabilities based on enacted tax rates and laws. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year. The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on the Company’s various income tax returns for the year reported. The Company’s deferred tax items are net operating loss carryforwards, other items, and related deferred tax assets and have been offset by a valuation allowance for the same amount.


7


G.
Fair Value of Financial Instruments:


The carrying amounts of cash, accounts receivable, accounts payable, promissory notes payable, and stockholder note payable approximate fair value because of the terms of these financial instruments.





H.
Reclassifications:





Certain reclassifications were made to the 2009 financial statements in order to conform to the 2010 financial statement presentation.  Such reclassifications had no effect on the prior reported net loss.


I.
Principles of Consolidation:




The consolidated financial statements include the operations of Somerset International Group, Inc., its wholly owned subsidiaries Fire Control Security Systems, Inc. and Secure System, Inc., and Secure System Inc.’s wholly owned subsidiaries Meadowlands Electronics Inc., and Vanwell Electronics Inc.  All significant intercompany accounts and transactions have been eliminated in consolidation.




J.
Stock Based Compensation and Stock Sales:
  Stock and warrants issued for employee compensation services have been determined based on the value of the instrument issued at date of issuance for such services.  In addition, during 2009 the Company issued warrants as part of certain debt financings and sales of common stock.  The value of these warrants has been included in additional paid in capital as part of the value of the overall stock sale.





K.
Revenue Recognition:





Installation, subscription and maintenance revenues include installation of equipment and testing at customer sites, fees for leased wireless equipment, and fees for equipment maintenance. These revenues are recognized as the services are performed, or ratably over time in the case of fees that may be billed quarterly or semi-annually in advance. Revenues related to pre-billed services are deferred until the service is provided and thereby earned. Equipment revenue is recognized when the equipment is delivered to the customer. The Company recognizes revenue only when persuasive evidence of an arrangement exists, when delivery of merchandise has occurred or services have been rendered, the fee is established and is determinable and collection is reasonably assured.





The Company has three separate and distinct revenue streams – equipment sales, installation and maintenance.





The description of each stream is as follows:


·  Equipment:


The pricing for an equipment sale is generally established through a customer purchase order and is a separate stand-alone arrangement.  Revenue is recognized for equipment sales upon the delivery of the equipment, which is the date on which customer becomes responsible for the payment of the equipment.


8





·
Installation:


Installation services are a separate stand-alone arrangement consisting of final connections of the equipment and individual testing of the equipment pieces.  Such services occur after electrical work has been contracted and supervised by the customer, and completed by an outside third party.  Installation services, when performed by the Company, are separately negotiated with the customer, and are recognized upon completion of the service by the Company.·
Maintenance:These are separately priced contracts that are entered into with a customer typically after the installation services are performed.  Maintenance services are not bundled into any other service.  These maintenance services are recognized as revenues as the services are performed.  These services are billed at the end of the month after the service is provided or if provided through a contractual arrangement then pre-billed for the defined periods, i.e. quarterly, semi-annual, or annual. Deferred Revenue on the Company’s balance sheet represents amounts billed to customers for maintenance to be performed in future periods.
 L.
Inventory:
 
 Inventory consists primarily of parts and work in process products held for sale. Inventory, at year end, is stated at the lower of cost or market, with cost being determined on a first in/first out basis.





In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 270 (formerly APB 28), one of the Company’s subsidiaries uses estimated gross profit rates to determine cost of goods sold during interim periods.  This is different from the method used at annual inventory dates.  The other subsidiaries perform physical inventory counts when calculating quarter-end values.  Historically this has not resulted in any material adjustment to the cost of goods sold.




M.
Loss Per Share:





The Company computes net loss per share under the provisions of FASB ASC 260 (formerly SFAS No. 128, “Earnings per Share”), and utilizes guidance provided by SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of FASB ASC 260   and SAB 98, basic loss per share is computed by dividing the Company’s net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share excludes potential common shares if the effect is anti-dilutive. Diluted earnings per share are determined in the same manner as basic earnings per share except that the number of shares is increased assuming exercise of dilutive stock options and warrants using the treasury stock method. As the Company had a net loss, the impact of the assumed exercise of the stock options and warrants is anti-dilutive and as such, these amounts have been excluded from the calculation of diluted loss per share. For the periods ended June 30, 2010 and 2009, 4,208,505 and 4,234,753 of common stock equivalent shares, respectively, were excluded from the computation of diluted net loss per share after considering ownership limitations of certain warrants and conversion features.




N.
Advertising Costs:


Advertising costs are treated as period costs and expenses as incurred and are included in operating expenses in the accompanying consolidated statements of income.


9




O.
Goodwill and Intangible Assets:




Goodwill and intangible assets result primarily from acquisitions accounted for under the purchase method. In accordance with Professional Standards, goodwill and intangible assets with indefinite lives are not amortized but are subject to impairment by applying a fair value based test. Intangible assets with finite useful lives related to software, customer lists, covenant not to compete and other intangibles are being amortized on a straight-line basis over the estimated useful life of the related asset, generally three to seven years.  As of September30, 2010, no impairment charge was necessary.


In accordance with Professional Standards, the Company reviews the carrying value of goodwill and intangible assets with indefinite lives annually or on an interim basis in certain circumstances as required. The Company measures impairment losses by comparing carrying value to fair value. The impairment test compares the carrying amount of the reporting unit to its fair value.  Discounted cash flows are utilized to determine the fair value of the assets being evaluated.  The impairment test in 2010 and 2009 supported the carrying value of goodwill, and as such, no write-down in the carrying value of goodwill was recorded.


In accordance with Professional Standards, long-lived assets used in operations are reviewed for impairment whenever events or change circumstances indicate that carrying amounts may not be recoverable. For long-1ived assets to be held used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between carrying amount and fair value.





Note 3.  Recent Accounting Pronouncements


In January 2010, the Financial Accounting Standards Board (FASB) issued Update 2010-06, "Fair Value Measurements and Disclosures (Topic 820):  Improving Disclosures about Fair Value Measurements", which is effective for annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuance and settlements in the rollforward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010.  This update modifies current professional standards to require certain disclosures as follows:


The amounts of significant transfers in and out of Level 1 and 2 fair value measurements and the reasons for those transfers.





Information in the reconciliation of fair value measurements using significant unobservable inputs (Level 3) about purchases, sales, issuance and settlements (that is, on a gross basis rather than as one net number).





Fair value measurement disclosures for each class of assets and liabilities.





Description of valuation techniques and inputs used to measure fair value for both recurring and non recurring fair value measurements that fall into either Level 2 or Level 3.





In October 2009, FASB issued Update No. 2009-13, "Revenue Recognition: Multiple-Deliverable Revenue Arrangements which is effective for fiscal years beginning on or after June 15, 2010 which requires certain disclosures regarding multiple deliverable revenue arrangements as well as addressing the accounting for multiple deliverable arrangements to enable reporting entities to account for product and services separately rather than a combined unit.  The Company is currently evaluating the impact of this pronouncement.


10





In October 2009, FASB issued Update No. 2009-14, "Software: Certain Revenue Arrangements That Include Software Elements”, which is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  The update impacts the recognition of revenue arrangements that include both tangible products and software elements and related disclosures.  The Company is currently evaluating the impact of this pronouncement.





In October 2009, FASB issued Update No. 2009-15, "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”, which amends current professional standards regarding share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009.  The Company is currently evaluating the impact of this pronouncement





Note 4.  Commitments and Contingencies





The Company has entered into an employment agreement with the President and CEO that became effective January 6, 2004. The employment agreement has a term of five years. In the event of termination of employment without cause, the agreement provides that the Company shall pay severance equaling the greater of the balance of the term of the agreement or one year’s salary.  On August 29, 2008, the Board of Directors, with the approval of a majority of the shareholders of the Company entered into an amendment to extend the employment agreement dated January 6, 2004 for an additional 3 years from January 6, 2009.  On January 6, 2009, the President and CEO signed an additional agreement, in which he agreed to permanently waive the fiscal 2009 salary increase provided for in his employment agreement. The additional agreement is for the period of January 6, 2009 though January 5, 2010.  On January 6, 2010, Mr. Adiletta signed an additional agreement, in which he agreed to permanently waive the 2010 salary increase provided for in his employment agreement. The additional agreement is for the period of January 6, 2010 though January 5, 2011.  The President and CEO’s compensation for the year ended December 31, 2009 was $366,000.





Secure leases its facility on a month to month basis at a monthly rent of $4,321.





Meadowlands leased its facility through a three year lease that terminated on February 28, 2009, at a monthly rent of $3,450.  Effective March 1, 2009, it relocated its facilities to those occupied by Fire Control.





Fire Control leases its facility through a three year lease that expires December 31, 2010 at a monthly rent of $4,800.





On September 4, 2008, Keith Kesheneff and Kathryn Kesheneff filed suit in Superior Court in New Jersey against the Company claiming that they are owed $355,000 for a purchase price adjustment note issued by the Company.  The Company filed an answer, with counterclaims, on October 27, 2008, generally contesting all claims.  The parties recently agreed upon settlement terms.  A form of settlement agreement is being reviewed by counsel.





On June 26, 2009, the Company filed suit in the United States District Court for the District of New Jersey against TSG Capital Partners, LLC and others seeking to recover $105,000 in financing fees paid by the Company, plus damages for fraud, counsel fees, and interest.  The Company has served its complaint and is pursuing its claims.


11





On August 6, 2009, the holders of three promissory notes convertible into the Company’s common stock obtained judgments against the Company in the Superior Court of New Jersey totaling $157,636.31, plus costs of $720.00.





On January 19, 2010, the holders of promissory note convertible into the Company’s common stock filed suit against the Company demanding payment of the principal amount of $175,000.00, plus accrued interest, and counsel fees.  The Company has retained counsel to respond to the litigation and to interpose such defenses as are lawfully available.





In the normal course of business, the Company is subject to various proceedings and claims, the resolution of which will not, in management's opinion, have a material adverse affect on the Company's financial position or results of operations.





Note 5.  Unregistered Sale of Equity Securities





None.





Note 6.  Dutchess Debentures





Substantially all principal payments due under the terms of the Dutchess Debentures during 2010 and 2009 are in arrears.  Partial payments of interest on these debentures have been made during 2010 and 2009.  The failure to pay any principal or interest due under these debentures within ten days of the due date is considered an “event of default”.





Note 7.  Equity Incentive Plan





On August 29, 2008, the Board of Directors, with the approval of a majority of the shareholders of the Company, adopted the 2008 Equity Incentive Plan (the “Plan”) which will be administered by a compensation committee (the “Committee”) appointed by the Board.





On April 2, 2009, in accordance with the Plan, two employees were issued a total of 175,000 shares under the Plan.  The shares vest over three years, have an exercise period of seven years, and were issued at an exercise price of $0.015 per share.


Note 8. Subsequent Events





None.


12





MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


(SEE NOTE 1B – BASIS OF PRESENTATION)





Item 2.





General





The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.





Critical Accounting Policies and Estimates





The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, including stock issued for services and or compensation and related disclosure on contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.  Critical accounting policies are defined as those that are reflective of significant judgments, estimates, and uncertainties and potentially result in materially different results under different assumptions and conditions.





We have established an allowance for doubtful accounts for accounts receivable.  We analyzed the ability to collect accounts that are large, none of which are currently past due.  Management will evaluate the adequacy of the subsidiaries’ allowance on a periodic basis.





We write down inventory for estimated excess or obsolete inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.  If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.





We account for our goodwill and intangible assets pursuant to FASB ASC 350 (formerly SFAS No. 142, Goodwill and Other Intangible Assets.) Under FASB ASC 350, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Goodwill and intangibles with indefinite lives are evaluated at least annually for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology.





There are 12,950,000 warrants for common stock issued and outstanding.  At September 30, 2010, fair value associated with the outstanding warrants is not significant.  The holders of the majority of such warrants are subject to ownership limitations and the warrants are not freely transferable.  Common stock equivalents are reflected net of such limitations.


13





Results of Operations





Revenues





Revenues of $932,400 and $2,730,684, for the three and nine months ended September 30, 2010, respectively, decreased by $95,333 and $401,065 over revenues of $1,027,733 and $3,131,749 for the three and nine months ended September 30, 2009.  Equipment Sales increased $9,166 for the three months ended September 30, 2010 versus the same period in 2009 and decreased by $5,450 for the nine months ended September 30, 2010.  Installation revenues decreased by $47,176 and $360,320, respectively, for the three months and nine months ended September 30, 2010 versus the same periods in 2009.  Maintenance revenues decreased $57,323 and $35,295, respectively, for the three and nine months ended September 30, 2010 versus the same periods in 2009.





Costs of Goods Sold





Costs of Goods Sold of $450,182 and $1,269,826 for the three and nine months ended September 30, 2010, respectively, decreased by $16,571 and $25,564 over Cost of Goods Sold of $466,753 and $1,295,390 for the three and nine months ended September 30, 2009. The decrease for the three months ending September 30, 2010 versus the same period in 2009 was primarily attributable to a decrease in cost systems sold of $75,551 and an increase in installation and service costs of $56,563.  The decrease for the nine months ending September 30, 2010 versus the same period in 2009 was primarily attributable to a decrease in cost systems sold of $120,329 offset by an increase in installation and service costs of $95,837.





Gross Margin





Gross Margin of $482,218 and $1,460,858, respectively, for the three and nine months ended September 30, 2010 decreased by $78,762 and $375,501 over Gross Margin of $560,980 and $1,836,359, respectively, for the three and nine months ended September 30, 2009. This was a direct result of the decreases in Revenues and decreases in the Cost of Goods Sold described above.





Selling, General, and Administrative Expenses (“SG&A”)





SG&A expenses of $638,569 and $2,014,949 for the three and nine months ended September 30, 2010, respectively, decreased by $110,561 and $539,992, respectively, over SG&A expenses of $749,130 and $2,554,941 for the three and nine months ended September 30, 2009. This was primarily attributable to decrease in Depreciation and Amortization of $14,461 and $73,455 for the three and nine months ended September 30, 2010 versus the same period in 2009, as well as decreases in Payroll of $65,161 and $66,917, Cost of Financing of $0 and $83,089, Legal and Professional Fees of $11,630 and $114,601, Insurance of $11,596 and $36,710 respectively, for the three and nine months ended September 30, 2010 versus the same period in 2009.





Other Income (Expense)





Other Expense of $162,912 and $529,896 for the three and nine months ended September 30, 2010 increased by $5,170 and $3,962, respectively, over Other Expense of $157,742 and $525,934  for the three and nine months ended September 30, 2009. This is primarily attributable to the interest expense on the Dutchess convertible debentures issued in June 2007 and November 2007.


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Net (Loss)





Net Loss attributable to common stockholders of $318,492 and $1,085,247 for the three and nine months ended September 30, 2010 decreased by $30,039 and $166,363, respectively, over the Net Loss of $348,531 and $1,251,610 for the three and nine months ended September 30, 2009. This was a direct result of the decrease in Gross Margin described above and offset by the decreases in the Selling, General, and Administrative expenses described above.





Liquidity and Capital Resources:





We are currently financing our operations primarily through cash generated by financing activities in the form of promissory notes, convertible debentures, and equity investments. We financed our business acquisitions through the issuance of redeemable preferred stock, cash generated from promissory notes, and convertible debentures.





We completed the Secure merger by obtaining a short term bridge financing of $504,000. Pursuant to the terms of the offering, we had a minimum raise of $500,000 and a maximum raise of $700,000. As of March 11, 2005, we raised the minimum of $500,000 and these proceeds were distributed to Secure as part of that transaction. Each of the investors in this financing received nine (6) month notes with a twelve (12%) percent annual interest rate. For each dollar invested, an investor received a note for a dollar repayable in full nine months from the date of the note and one share of our common stock. In addition, the notes are convertible, at the option of the holder, into shares of common stock at the price of $0.25 per share.  Consequentially, we issued a total of 504,000 shares to these investors. Such notes were due and payable September 11, 2005. We had requested a ninety day extension on such notes and we received approval from all of the noteholders. Although the ninety day extension had passed as of March 28, 2006, none of the noteholders has declared a default and we intend to repay any unconverted notes through the proceeds of additional financings.  As of March 31, 2007, $430,000 of principal amount and all related accrued interest to date has been retired through cash payments due of $180,000 and the balance converted to common stock in accordance with the terms of the private placement.





We completed the Meadowlands acquisition by using a portion of the proceeds of the five year Convertible Debenture that we issued with gross proceeds of $2,700,000.  Pursuant to this Debenture, we are required to make mandatory interest only payments to the Investor in the amount of 1/12th of the Interest due on the outstanding balance of the Debenture each month for the first nine months after closing on the acquisition.  Pursuant to this Debenture, we also are required to make mandatory principal payments to the Investor throughout the life of the Debenture.  For months 7 thru 12, we must pay $15,000 per month, for months 13 thru 18 we must pay $35,000 per month, for months 19 thru 24 we must pay $45,000, for month 25 thru month 35 we must pay $75,000 per month and on month 36 all amounts then current will be due payable.





We completed the Fire Control acquisition by using a portion of the proceeds of the five year Convertible Debenture that we issued with gross proceeds of $1,350,000.  Pursuant to this Debenture, we are required to make mandatory interest only payments to the Investor in the amount of 1/12th of the Interest due on the outstanding balance of the Debenture each month for the first two months after closing on the acquisition.  The first payment is due within thirty (30) days of Closing.  Pursuant to this Debenture, we also are required to make mandatory principal payments to the Investor throughout the life of the Debenture.  For months 3 thru 9, we must pay $8,000 per month, for months 10 thru 15 we must pay $15,000 per month, for months 16 thru 21 we must pay $20,000, for month 22 thru month 30 we must pay $30,000 per month, for month 31 thru month 35 we must pay $40,000 per month and on month 36 all amounts then current will be due payable.


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At September 30, 2010, the Company had negative working capital of approximately $7,326,305.





We plan to establish a source of revenues sufficient to cover our operating costs by acquiring additional companies that are generating positive cash flows from operating activities either at acquisition or projected to do so in the future , thereby furthering the objective of becoming profitable and generating positive cash flow from operating activities on a consolidated basis.  The funds needed to continue operations over the next twelve months will be raised from accredited investors and/or institutional investors as in the previous financings. During this period, the Company will attempt to reduce or defer expenses until the capital is available.





Our need for capital may change dramatically as a result of any additional business acquisition or combination transaction.  There can be no assurance that we will identify any additional suitable business, product, technology or opportunity in the future.  Further, even if we locate a suitable target, there can be no assurance that we would be successful in consummating any acquisition or business consolidation on favorable terms or that we will be able to profitably manage the business, product, or technology, if acquired, or otherwise engaged.  The Company intends to acquire cash flow positive companies of such size or number that will allow it to continue as a going concern.  If we are unable to obtain debt and/or equity financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. Consequently, there is substantial doubt about our ability to continue to operate as a going concern.





Management intends to ask pertinent questions of the proposed candidates or opportunities in the course of its diligence phase.  Management will rely heavily on a business plan, financial statements and projections, and management’s views of the future.  Unless something comes to management’s attention as a result of its review of the proposed candidate’s audited financial statements, which causes management to have serious concerns on the viability or integrity of the financial records and business projections, which would result in a disqualification of such candidate, a transaction would be approved by the Board of Directors.  When a transaction requires shareholder approval, a shareholder meeting must be held and a shareholder vote taken.  A proxy statement would be mailed to shareholders informing them of the meeting and requesting their vote.  However, in lieu of holding a meeting, a majority of shareholders may sign a Shareholder’s Resolution approving of such transaction.  If a meeting is not held, an information statement must be mailed to all of its shareholder’s informing them of the action taken by the majority shareholders.





Recent Accounting Pronouncements





In January 2010, the Financial Accounting Standards Board (FASB) issued Update 2010-06, "Fair Value Measurements and Disclosures (Topic 820):  Improving Disclosures about Fair Value Measurements", which is effective for annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuance and settlements in the rollforward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010.  This update modifies current professional standards to require certain disclosures as follows:


The amounts of significant transfers in and out of Level 1 and 2 fair value measurements and the reasons for those transfers.


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Information in the reconciliation of fair value measurements using significant unobservable inputs (Level 3) about purchases, sales, issuance and settlements (that is, on a gross basis rather than as one net number).





Fair value measurement disclosures for each class of assets and liabilities.





Description of valuation techniques and inputs used to measure fair value for both recurring and non recurring fair value measurements that fall into either Level 2 or Level 3.





In October 2009, FASB issued Update No. 2009-13, "Revenue Recognition: Multiple-Deliverable Revenue Arrangements which is effective for fiscal years beginning on or after June 15, 2010 which requires certain disclosures regarding multiple deliverable revenue arrangements as well as addressing the accounting for multiple deliverable arrangements to enable reporting entities to account for product and services separately rather than a combined unit.  The Company is currently evaluating the impact of this pronouncement.


In October 2009, FASB issued Update No. 2009-14, "Software: Certain Revenue Arrangements That Include Software Elements”, which is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  The update impacts the recognition of revenue arrangements that include both tangible products and software elements and related disclosures.  The Company is currently evaluating the impact of this pronouncement.





In October 2009, FASB issued Update No. 2009-15, "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”, which amends current professional standards regarding share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009.  The Company is currently evaluating the impact of this pronouncement





Item 3.





Quantitative and Qualitative Disclosures About Market Risk





Not required for smaller reporting companies.





Item 4.





Controls and Procedures





The Company's management evaluated, with the participation of its President, the effectiveness of the design/operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SEC Act of 1934) as of September 30, 2010. Based on such evaluation, the President of the Company concluded that its disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission and is not operating in an effective manner.





As reported in the Company’s Form 10-K for the year ended December 31, 2009, the Company performed an assessment of the effectiveness of its controls and procedures and disclosed several material weaknesses related to that assessment.





There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the SEC Act of 1934) that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II - OTHER INFORMATION





Item 1.  Legal Proceedings.





On September 4, 2008, Keith Kesheneff and Kathryn Kesheneff filed suit in Superior Court in New Jersey against the Company claiming that they are owed $355,000 for a purchase price adjustment note issued by the Company.  The Company filed an answer, with counterclaims, on October 27, 2008, generally contesting all claims.  The parties recently agreed upon settlement terms.  A form of settlement agreement is being reviewed by counsel.





On June 26, 2009, the Company filed suit in the United States District Court for the District of New Jersey against TSG Capital Partners, LLC and others seeking to recover $105,000 in financing fees paid by the Company, plus damages for fraud, counsel fees, and interest.  The Company has served its complaint and is pursuing its claims.





On August 6, 2009, the holders of three promissory notes convertible into the Company’s common stock obtained judgments against the Company in the Superior Court of New Jersey totaling $157,636.31, plus costs of $720.00.





On January 19, 2010, the holders of promissory note convertible into the Company’s common stock filed suit against the Company demanding payment of the principal amount of $175,000.00, plus accrued interest, and counsel fees.  The Company has retained counsel to respond to the litigation and to interpose such defenses as are lawfully available.





In the normal course of business, the Company is subject to various proceedings and claims, the resolution of which will not, in management's opinion, have a material adverse affect on the Company's financial position or results of operations.





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





None.





Item 3.  Defaults Upon Senior Securities





There have been no notices of default provided to the Company, except as described in Item 1 above.





Item 4.  Submission of Matters to a Vote of Security Holders





None.





Item 5.  Other Information.





None.





Item 6. Exhibits.





(a)    Exhibits:




31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.


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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




SOMERSET INTERNATIONAL GROUP, INC.(Registrant)Date: November 15, 2010
By:
/s/ John X. AdilettaJohn X. Adiletta,Chief Executive OfficerChief Financial Officer