CSDX 10-K & 10-Q changes, risk factors and insider trading

Smaller reporting companies are not required to provide the information required by this Item 1A.

(Note: The following Plan of Operations constituted our business plan during the 2007, and up to the end of fiscal 2009. After an analysis of the lack of progress, the Company filed a Form 15 with the SEC on July 28, 2010. The new Board has determined to seek other opportunities, and so the following Plan of Operations is no longer effective.)

This report contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those discussed in, or implied by, such forward-looking statements. The Company’s future operating results are dependent upon many factors, including but not limited to: (i) whether the Company is able to complete its sale to The Children’s Internet Holding Company, LLC; (ii) whether the Company will settle the SEC Complaint (as defined below); (iii) whether the Company is able to obtain sufficient funding to fund its operations and business; (iv) whether the Company is able to build the management and human resources and infrastructure necessary to support the growth of its business; (v) competitive factors and developments in the industry in which the Company competes; (vi) intellectual property protection; and (vii) any economic conditions that would negatively affect the Company’s business and expansion plans. Forward-looking statements within this Form 10-KSB are identified by words such as “believes,” “anticipates,” “expects,” “intends,” “may,” “will” and other similar expressions. However, these words are not the only means of identifying such statements. We are not obligated and expressly disclaim any obligation to publicly release any update to any forward-looking statement. Our actual results could differ materially from those anticipated in, or implied by, forward-looking statements as a result of various factors. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in our other reports filed with the SEC, and available on its website at www.sec.gov, that attempt to advise interested parties of the risks and factors that may affect our business.

Plan of Operations

This plan of future operations provides a summary of the intended operations of the Company’s interim management following the closing of the DSPA.

The Product—The Children’s Internet®

On September 10, 2002, we entered into the Licensing Agreement with Two Dog Net for an exclusive worldwide license to market and sell The Children’s Internet® service. The agreement provides for us to be the exclusive marketers of Two Dog Net’s proprietary secured Internet service for pre-school to junior high school aged children called The Children’s Internet®. The Company released The Children’s Internet®, version 9.0, to the market on March 2, 2006, but as discussed in this report, took the product offline in January 2008 to streamline business operations until we have the resources to market and operate it effectively. We believe The Children’s Internet® provides a comprehensive, smart solution to the problems inherent to a child’s unrestricted and unsupervised Internet access. It offers a protected online service and “educational super portal” specifically designed for children, pre-school to junior high, providing them with safe, real-time access to the World Wide Web; access to hundreds of thousands of the best pre-selected, pre-approved educational and entertaining web pages accessed through a secure propriety browser and search engine.

Under the terms of the DSPA, TCI Holding commenced funding the Company’s operations in October 2007, and as a result, the technology on which the product is based was updated and the functionality of the service was improved. The Company, through Two Dog Net also substantially upgraded the underlying system infrastructure by increasing redundant servers and improving control procedures which in turn increased the reliability of the service. Additionally, during 2007, where appropriate, the Company contracted with third party companies to outsource administrative support services and effectively put in place the infrastructure to support operations.

We intend to sell the product for $9.95 per month to the consumer. The user must already have internet access, either through dial-up, DSL or cable broadband. We utilize both retail and wholesale channels of distribution.

Sales and Marketing Plan

Although The Children’s Internet® service is not currently being offered, upon closing the DSPA, we intend to affect a broad based Sales and Marketing Plan. We will focus on establishing long term, value-driven relationships with:

We will focus our sales and marketing programs on five distinct areas where we can produce revenue:

Channels of Distribution

The Children’s Internet, Inc. will also employ both direct and indirect sales channels.

Subject to securing financing in addition to the funds raised under the DSPA, we will hire a direct sales force. The primary targets of our direct sales force will be the largest Internet Service Providers as well as other national organizations that market to the most appropriate demographic for our service. We believe one or more of the largest ISPs in the United States will recognize the first mover advantage opportunity and will use The Children’s Internet to not only offer this product to their existing customers, but also to take significant market share from their competition. We also believe that almost any company that markets to our demographic will want to seize the public relations good will that will accrue to any company offering our service.

The indirect channel, composed of non-salaried independent sales agents and wholesale distributors, will target a wide range of opportunities, from local charities to national organizations where they may have an influential contact. These sales agents may have the opportunity to employ secondary resellers to work for them, but we will not market using a multi-level marketing plan.

Future products and services

In the future, we anticipate generating revenues via advertising sold to the purveyors of children goods and services. After successfully distributing our core service, we intend to engage in the merchandising of The Children’s Internet® themed products, from clothing to toys to books.

Future Staff and Employees

Where practicable we plan to contract with third party companies to outsource administrative support services that effectively support the growth of the business. These outsource providers will handle technical support, telemarketing and the order taking process and media placement. We intend to hire employees where their contributions to our business will be the most significant, such as in technology development and management.

Market Share, Cash Flow and Profitability

Although market data is not exact, and varies depending on the source, with a mix of business generated from the respective channels of distribution, we believe that, subject to the closing of the DSPA, we can be cash flow positive and profitable within eighteen months of closing the DSPA. This estimate is based on data that indicates that in the United States alone, there are approximately 48 million homes with internet access with children under the age of 16. However, as discussed in the MD&A section above, if the DSPA fails to close or we are unsuccessful in securing the additional capital needed to continue operations within the time required, we will not be in a position to continue operations. In this event, we would attempt to sell the Company or file for bankruptcy.

We accomplished none of these goals in the fiscal year 2009.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes included elsewhere in this Form 10-K and are designed to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is comprised of:

Introduction

We were incorporated in the State of Nevada on September 25, 1996 as D.W.C. Installations, Inc. We changed our name to The Children’s Internet, Inc. on December 27, 2002. After an analysis of the lack of progress, the Company filed a Form 15 with the SEC on July 28, 2010. On October 20, 2010, the Company applied for a Certificate of Domestication and filed Articles of Domestication in the office of the Secretary of State of Wyoming. On February 15, 2015, the Company filed an Articles of Amendment for a change of name to FLASHZERO CORP. We are a development stage company and currently have no significant revenues, no marketing budget, only minimal assets, and have incurred losses since our inception.

The Company has no revenue for the years ended December 31, 2009 and 2008. For the year ended December 31, 2008, the Company has accumulated deficit of $5,987,791 compared to $5,717,998 for the year ended December 31, 2008. As of December 31, 2009, the Company lacks business operation, Management or offices.

Our total expenses decreased by $124,323 for the year ended December 31, 2009, as compared to the year ended December 31, 2008. The decrease was primarily due to the decrease in general and administrative expenses.

Net loss for the year ended December 31, 2009 was $269,793 compared to $401,629 for the year ended December 31, 2008.

Going Concern Uncertainty

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of December 31, 2009, we had an accumulated deficit totaling $5,987,791. This raises substantial doubts about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The preparation of these financial statements requires management 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.