UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 23, 2005
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ADVANCED SPORTS TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 333-106299 65-1139235
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2 Briar Lane, Natick, Massachusetts 01760
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (508) 647-4065
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9700 Via Emilie, Boca Raton, Florida 33428
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
FORM 8-K
Item Page
---- ----
Item 1.01 Entry into a Material Definitive Agreement.................... 1
Item 2.01 Completion of Acquisition or Disposition of Assets............ 2
Item 3.02 Unregistered Sales of Equity Securities....................... 22
Item 5.01 Changes in Control of Registrant.............................. 22
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers............... 23
Item 9.01 Financial Statements and Exhibits............................. 24
Signatures .............................................................. 25
-i-
Item 1.01 Entry into a Material Definitive Agreement
On September 23, 2005, Advanced Sports Technologies, Inc., a Florida
corporation ("AST" or the "Company") completed the acquisition, pursuant to a
merger (the "Merger"), of CardioBioMedical Corporation, a Delaware corporation
("CBM"). The Merger was effected pursuant to the terms of an Agreement and Plan
of Merger, dated September 23, 2005 (the "Agreement"), among the Company, AST
Acquisition Sub, Inc., a newly formed Delaware corporation and wholly-owned
subsidiary of the Company ("Sub"), and CBM. Pursuant to the Agreement, Sub was
merged with and into CBM, with CBM as the surviving entity. CBM will continue
under the CardioBioMedical Corporation name as a subsidiary of the Company and
will retain its certificate of incorporation and bylaws. The separate existence
of Sub ceased as of the effective time of the Merger.
The Agreement provided for the issuance by the Company to the
shareholders of CBM of up to an aggregate 22,077,509 shares of AST common stock,
par value $.0001 per share, and the issuance to a warrant holder of CBM of a
warrant to purchase 6,500,000 shares of AST common stock at an exercise price of
$.01 per share. At the effective time of the Merger and without any action on
the part of CBM stockholders, each one share of CBM common stock (except for
shares held in treasury and dissenting shares) was converted into the right to
receive one share of common stock of the Company. Shares held by stockholders of
CBM who effectively dissent from the Merger and perfect their appraisal rights
under Delaware general corporate law are not converted or exchanged. Rather, the
holders thereof will be entitled to payment from CBM as the surviving
corporation of the fair value of such shares in accordance with Delaware law.
However, any holder who does not perfect such holder's appraisal rights, or
withdraws or loses such rights, will have his, her or its shares exchanged for
such holder's pro rata share of the Merger consideration. As of the effective
time of the Merger, all shares of CBM common stock (including all shares held in
treasury) and warrants to purchase such stock were deemed to be no longer
outstanding and automatically cancelled and retired. The shares of AST common
stock and warrant to purchase such shares issued in connection with the Merger
are restricted securities and will bear a restricted legend.
As part of the Merger and as further described below under Item 5.02,
Curtis Olschansky, the former sole officer and director of the Company, resigned
from his positions as an officer and director of the Company and James F.
Mongiardo, the President and sole director of CBM, was elected as Chief
Executive Officer, President and sole director of the Company. Mr. Mongiardo
will remain in his positions as sole director and President, Chief Executive
Officer, Treasurer and Secretary of CBM.
CBM obtained consent to the Merger from 95.7% of its stockholders
entitled to vote pursuant to a written consent in lieu of a meeting. Notice of
the Merger will be sent to non-consenting stockholders of CBM in accordance with
applicable law. Notice will also be provided to such stockholders of their
appraisal rights under Delaware law.
As a condition precedent to the Merger, AST agreed to arrange for the
termination of all material contracts (if any) of the Company and all payables
and liabilities thereof, in all cases effective as of the closing date of the
Merger, without any payment by, or continuing liability to, CBM, the surviving
corporation of the Merger or their respective shareholders. In connection with
such condition, AST delivered evidence to CBM of the forgiveness or termination
of an aggregate $367,680 of accounts and loans payable, including $7,680 of
accounts payable, $350,000 of accounts payable to related parties and $10,000 of
loans payable to related parties. AST also confirmed the termination of its
agreement with Exerciting, LLC for the Better Buns(R) fitness equipment product,
as previously disclosed by the Company in its quarterly filing on Form 10-QSB
for the quarterly period ended April 30, 2005 and as discussed further herein.
-1-
Item 2.01 Completion of Acquisition or Disposition of Assets
As a result of the Merger described above, on September 23, 2005 CBM
became a subsidiary of the Company. CBM's primary asset is the North American
license rights to patented bio-cybernetic and frequency analyses technology,
known as the Cardio Spectrum Diagnostic System(TM), designed for the
non-invasive early diagnosis of coronary artery diseases. CBM has obtained
510(k) clearance from the U.S. Food and Drug Administration to market the Cardio
Spectrum Diagnostic System in the United States. As of September 23, 2005, CBM
had not yet sold any such devices.
As set forth above, the aggregate consideration for the Merger was up
to 22,077,509 shares of the common stock of the Company and a warrant to
purchase 6,500,000 shares of the common stock of the Company at $.01 per share.
At the effective time of the Merger and without any action on the part of CBM
stockholders, each one share of CBM common stock (except for shares held in
treasury and dissenting shares) was converted into the right to receive one
share of AST common stock. Shares held by stockholders of CBM who effectively
dissent from the Merger and perfect their appraisal rights under Delaware
corporate law are not converted or exchanged. Rather, the holders thereof will
be entitled to payment from CBM as the surviving corporation of the fair value
of such shares in accordance with Delaware law.
Further information regarding the Company, CBM and certain related
matters is included in this Item 2.01 below.
Description of Business
Overview of the Company and its Prior Strategy
AST was incorporated in the state of Florida on August 9, 2001.
The Company's initial efforts were focused on developing and marketing
premium-quality, premium-priced, branded fitness and exercise equipment to the
home fitness equipment market. Our original business plan included marketing
products directly to consumers through a variety of direct marketing channels,
including spot television commercials, infomercials, print media, direct
response mailings and the Internet. Initial consumers targeted for the Company's
efforts included health clubs and gyms, rehabilitation clinics, hospitals,
colleges and universities, hotels and motels and the military and governmental
agencies.
-2-
AST licensed the rights to a portable gym subject to patent protection
in the United States, which may be marketed under the trademark Better Buns(R).
It was the Company's intention for this product to be its first direct-marketed
product, although the Company was unsuccessful in attempting to raise funding
for marketing. All patents, trademarks and other intellectual property
associated with the Better Buns product are owned by, and the Company's license
agreement was with, Exerciting LLC, which is owned by the brothers of the
Company's former President and sole director. Prior to the Merger (as defined
above and discussed herein), the Company was searching for other products to
license or acquire for introduction. AST has not generated any revenues through
the sale of the Better Buns product or otherwise and has not engaged in any
research and development or marketing activities due to limited funds and
resources.
In May 2005, the Company received notice that it was in breach of its
license agreement with Exerciting, LLC for the Better Buns product and that the
license was being terminated.
The Merger
On September 23, 2005, the Company changed focus through a merger with
CardioBioMedical Corporation. We created a wholly-owned Delaware subsidiary for
the purpose of merging with CBM, a Delaware corporation. With the consent of
shareholders holding over 95% of the shares of CBM entitled to vote, the Sub
merged with and into CBM with CBM being the surviving corporation. CBM then
became a subsidiary of the Company and the separate existence of Sub ceased.
The consideration for the Merger consisted of up to 22,077,509 shares
of AST common stock, $.0001 par value, payable to the shareholders of CBM and a
warrant, exercisable beginning January 1, 2008, to purchase 6,500,000 shares of
AST common stock at a purchase price of $.01 per share payable to the sole
warrant holder of CBM. At the effective time of the Merger and without any
action on the part of CBM stockholders, each one share of CBM common stock
(except for shares held in treasury and dissenting shares) was converted into
the right to receive one share of common stock of the Company, and the CBM
warrant referenced above was exchanged for an equivalent AST warrant.
Further in connection with the Merger, the Board of Directors accepted
the resignation of Curtis Olschansky as sole director and officer of the Company
and elected James F. Mongiardo to fill the vacancy on the Board. Mr. Mongiardo
was also elected to serve as Chief Executive Officer and President of AST.
CBM was formed in May 2003 to commercialize, in licensed territories,
devices incorporating proprietary and patented technology relating to a new
scientific technique applying bio-cybernetic principles and frequency analysis
in non-invasive medical devices. CBM currently is a party to a license from a
patent holder to sell a proprietary device in designated territories and has a
commitment from such patent-holder to perform consulting services for CBM at its
request.
The Medical Problem
According to the American Heart Association's latest cardiovascular
disease statistics (estimates for 2002), cardiovascular disease is the number
one killer in the United States. Cardiovascular dysfunction, especially
atherosclerosis (hardening of the arteries) and its manifestations, debilitates
nearly 13 million Americans and annually causes approximately 900,000 deaths in
the United States. The main cause of cardiac death is acute myocardial
infarction. Myocardial infarction refers to the injury or death of heart muscle
and tissue because of interrupted blood flow to the area, typically as a result
of atherosclerosis. An acute myocardial infarction will occur in 1.2 million
people in the United States each year, 500,000 of whom will die during this
acute event. Among those who experience sudden cardiac death, coronary artery
disease ("CAD") is the main cause of death. A very important risk factor is
"silent" ischemia (or restricted blood flow), i.e. the asymptomatic form of CAD.
-3-
In 1903, Willem Einthoven devised the string galvanometer to indicate
and graphically record changes of electric potential at various points on the
exterior surface of the human body caused by contractions of the myocardium or
heart muscle. His invention became the electrocardiogram ("ECG"). ECG devices
measure the electrical impulses generated by the myocardial cells. The standard
ECG test records the positive and negative electrical waves resulting from each
heartbeat. This means that a standard ECG study examines the electrical output
in the time domain, i.e., a one-dimensional examination. This can limit the
amount of data generated and, accordingly, the diagnostic value of the device.
While the standard ECG is not invasive, it is also of low accuracy (50-55% for
CAD) and is insensitive to ischemia according to the Yale University School of
Medicine Heart Book.
In order for a physician to get a more accurate understanding of the
coronary risk associated with a patient, more expensive, complicated and riskier
diagnostic procedures are available. If CAD can be detected at an early stage,
there exist multiple treatment regimens that may effectively treat CAD.
The Product
As noted above, CBM has a license to market a proprietary medical
device designed for the non-invasive early diagnosis of coronary artery
diseases, particularly myocardial injury caused by ischemia, in the United
States, Canada and Mexico. The product, known as the Cardio Spectrum Diagnostic
System(TM) ("CSD"), has received approval under Underwriters Laboratories,
Inc.'s electrical safety standards (UL-2601), the European Union's standard for
marketing a medical device (CE) and the Federal Communication Commission's
standards for marketing a computer. In addition, CBM received 510(k) clearance
from the U.S. Food and Drug Administration to market the CSD in the United
States.
The basic concept underlying the proprietary technology incorporated in
the CSD is the recognition that time domain myocardial electrical signals can be
transformed into frequency domain and then analyzed. This concept is easily
understood through the example of sunshine. To the naked eye, sunshine appears
to be white. Scientists, however, regard sunshine more precisely as a spectrum
in which one can see that the white comprises an infinite array of colors just
like a rainbow. Similarly, the electrical signals given by the ECG can be
transformed from the time domain into the frequency domain and then analyzed. It
is our contention that this frequency domain gives a more complete and accurate
assessment of the coronary disease status of a patient than other standard,
non-invasive coronary diagnostic procedures.
-4-
The CSD is the culmination of 20 years of research and development.
Included in its software are over 20,000 patient test results. The procedure
utilizing the device is performed non-invasively while the patient is at rest,
with the goal of eliminating the risks associated with either exercise or the
injection of dyes or a catheter. After attaching the leads to the patient, the
procedure is completed in approximately 90 seconds. Results to date have shown
that the CSD is effective at non-invasively diagnosing CAD with more than 90%
sensitivity and specificity.
A New Strategy
The new objective of the Company is to establish the CSD as the
standard of care for the detection of early-stage ischemic heart disease. Our
strategy includes first establishing the system with cardiologists and then
gaining acceptance and use by other physician specialties and hospitals. We
believe critical in U.S. hospital market acceptance will be the cost savings of
the CSD in both the early detection of disease and the elimination of the need
to perform multiple and more expensive diagnostic procedures to determine a
patient's cardiac health.
Even though the CSD may be marketed in the United States today, the
Company believes that the key to successful marketing here and elsewhere will be
insurance reimbursement. Historically, medical devices are not accepted by the
medical community or hospitals in any meaningful manner until there is
associated insurance reimbursement for use of the device. Therefore, one of the
first objectives of the Company will be to obtain a "CPT Code" for the CSD. CPT
codes describe medical or psychiatric procedures performed by physicians and
other health-care providers. The codes were developed by the Health Care
Financing Administration ("HCFA") to assist in the assignment of reimbursement
amounts to providers by Medicare carriers. A growing number of managed care and
other insurance companies, however, base their reimbursements on the values
established by HCFA.
We intend to seek a CPT code through a concentrated set of clinical
trials that will begin with physicians associated with major teaching hospitals.
The first such trial is currently being conducted at Cedars Sinai Medical Center
in Los Angeles, California. While clinical data is being generated to support a
CPT code application, we further intend to conduct additional clinical trials to
"seed" the market in the United States. We also expect that use of the CSD by
cardiologists at major teaching hospitals and other opinion leader locations
will support market introduction.
We intend to sell the CSD to physicians including group practices,
hospitals and health maintenance organizations. We anticipate that marketing
will focus on its advantages, namely its sensitivity and specificity as a
non-invasive diagnostic tool to assist the physician in determining whether a
patient has CAD. We intend to use traditional vehicles to convey this message,
including medical journal advertising, direct mail and participation in medical
meetings and conferences.
We also intend to market and sell the CSD through a hybrid sales
effort. In the United States, medical devices are sold through direct sales
forces, distributors or a combination of both. Because the CSD test results
include a suggested diagnosis, we believe that the CSD may be suitable for sale
through distributors. To augment that effort and include key account selling,
e.g. hospital chains, we also anticipate hiring a small direct sales force.
-5-
In addition to a suggested diagnosis, the CSD test results give the
physician additional diagnostic information about the coronary health of the
patient. The power spectrum, dual lead correlation and location results of the
CSD test offer an additional potential revenue source. We plan to offer
physicians a service to analyze this additional information to further assist
the physician in treating the patient.
Manufacturing and Distribution
We currently expect that the CSD will be supplied by its inventor,
Professor Dan Qun Fang. The product consists of commercially available hardware
components and proprietary software owned by Prof. Fang and licensed to CBM.
Pursuant to the license agreement for the CSD, CBM will have the benefit of
"most favored nation" pricing, or pricing as favorable as that received by other
sales licensees/customers of the same products on comparable terms and
conditions.
Competition
The market for medical devices is highly competitive and is served by a
number of well-established companies with recognized names. In order to
effectively compete, we will be required to make substantial investments in
sales and marketing as well as research and development. Many products are sold
by companies with greater resources than the Company and there is no assurance
that we will be successful in gaining significant market share for the CSD or
other products and product candidates or earning a return on our investment in
such products and product candidates.
Equipment used by the physician as a diagnostic aid in determining
whether a patient has coronary artery disease includes electrocardiogram
equipment, stress electrocardiogram equipment, impedance cardiography equipment,
echocardiogram equipment, stress echocardiogram equipment, Thallium SPECT
equipment, Ultra-Fast CT Scan equipment, CT angiogram equipment, Pet Scan
equipment and angiogram equipment. In addition to competition from these devices
and their respective manufacturers, the Company believes that it will have one
primary direct competitor, Premier Heart, which markets a two lead detection
system known as the 3DMP(TM) system, as opposed to the 12 lead detection system
used by the CSD.
As noted above, we anticipate that a critical competitive factor
affecting our business is the level of insurance reimbursement and the accuracy
of the diagnostic information provided by the device. With results showing over
90% sensitivity and specificity, we believe the CSD approaches the sensitivity
and specificity of the gold standard for determining CAD, the angiogram. Unlike
the angiogram, which is invasive and has a low risk of morbidity, the CSD is
non-invasive and does not present a risk of morbidity.
-6-
Regardless of any perceived or actual benefits and advantages, our
technologies and products may be rendered obsolete or noncompetitive as a result
of products introduced by competitors. Most of our competitors have
substantially greater financial and technical resources, production and
marketing capabilities and related experience. The greater resources,
capabilities and experience of our competitors may enable them to develop,
manufacture and market their products more successfully and at a lower cost. In
addition, many of our competitors have significantly greater experience in
conducting preclinical testing and clinical trials of medical devices and
obtaining regulatory approvals. Accordingly, our competitors may succeed in
obtaining FDA and related approvals for products more rapidly than we will,
which may give them an advantage in achieving market acceptance of their
products.
Moreover, our technologies and products will likely be affected by
technological change in the future. Management will have to continue to stay
abreast of these changes as they affect optimal service and product
configuration, and will have to remain vigilant and nimble in order to prevent
early investments from becoming obsolete and other competitive firms who enter
later obtaining an advantage with newer technologies and processes. There can be
no assurances that we will be able to successfully develop and market our
products or respond effectively to technological changes or new product
announcements by others. Further, our success depends on the popularity of our
products and services and related technology in the commercial arena, which we
cannot guarantee. We also cannot guarantee that our products and services will
not become unmarketable or obsolete by a competitor's more rapid introduction to
the marketplace.
Intellectual Property Matters
Where appropriate, we will seek patent, trademark and other proprietary
rights protection for the products and brands we develop or introduce. In other
cases, we will seek to license the rights to use the patents, trademarks and
other proprietary rights of others in support of our business strategy, such as
was the case with the Better Buns product and is currently the case with the CSD
system. However, there can be no assurance that patent, trademark and other
proprietary rights will issue for any applications we file or that we will be
able to license such products and rights on terms acceptable to the Company, or
at all. To date, neither the Company nor CBM has filed any applications or
registrations for any patent, trademark and other proprietary rights.
In the case of the CSD system, CBM's agreement with its inventor
requires CBM to pay a royalty of five percent (5%) of the sale price for each
device sold to a customer within the defined territory. The minimum royalty,
beginning in 2006, is $250,000 per year, payable in installments every two
months beginning on the last day of February 2006. The license may be cancelled
at any time for failure to pay. The inventor also may license the product in the
defined territory to up to two other companies with certain exceptions that
expire beginning January 1, 2008. The CSD is protected under U.S. patents
6,148,228 and 6,638,232 and Copyright TXU 856-320. All patents, copyrights and
other intellectual property associated with this product are owned by Professor
Dan Qun Fang. However, CBM has the right to register the CSD trademark in the
event that Prof. Fang does not do so by December 31, 2006, although Prof. Fang
will retain a non-exclusive right to its use.
-7-
Regulatory Matters
The FDA's Center for Devices and Radiological Health is responsible for
regulating firms that manufacture, re-package, re-label, and/or import medical
devices sold in the United States. The FDA classifies medical devices into Class
I, II, and III, and regulatory control increases from Class I to Class III. The
device classification regulation is critical, as it defines the regulatory
requirements for a general device type. Most Class I devices are exempt from
certain premarket notification requirements; most Class II devices require a
"Premarket Notification" or 510(k) filing; and most Class III devices require
"Premarket Approval."
Devices like the CSD are typically classified as Class II devices and
require a premarket notification 510(k) filing. A 510(k) is a pre-marketing
submission made to the FDA to demonstrate that the device to be marketed is as
safe and effective, that is, substantially equivalent, to a legally marketed
device that is not subject to premarket approval. Applicants must compare their
510(k) device to one or more similar devices currently on the U.S. market and
make and support their substantial equivalency claims. A legally marketed device
includes those that have been found to be substantially equivalent to such a
device through the 510(k) process. The legally marketed device(s) to which
equivalence is drawn is known as the "predicate" device(s).
In order to obtain approval, applicants must submit descriptive data
and, when necessary, performance data to establish that the device is
substantially equivalent to a predicate device. Once approved, the basic
regulatory requirements that manufacturers of medical devices distributed in the
U.S. must comply with are:
o establishment registration for device manufacturers (both domestic and
foreign) and importers,
o medical device listing by firms that manufacture, re-package and
re-label, develop specifications, reprocess single-use devices,
remanufacture and/or manufacture accessories and components sold
directly to the end user,
o quality system regulation, including requirements related to the
methods used in and the facilities and controls used for designing,
purchasing, manufacturing, packaging, labeling, storing, installing and
servicing of medical devices,
o labeling requirements as well as descriptive and informational
literature that accompanies the device, and
o medical device reporting to report incidents in which a device may have
caused or contributed to a death or serious injury.
As noted above, the CSD system has received UL-2601, CE and FCC
approval, and CBM has received 510(k) clearance from the FDA to market the CSD
in the United States. We also intend to apply for a CPT Code for insurance
reimbursement purposes. Future products and product candidates will likely have
to go through the premarket notification or premarket approval process, and will
be subject to the applicable regulatory requirements discussed above. There can
be no assurances that approval would be granted for any future product or
product candidate, whether in the United States or elsewhere, on a timely basis
or at all. Furthermore, if approval is granted, the product or device would be
subject to continuing regulatory regulations and oversight. The approval process
is expensive and can take a long time to complete, and the cost involved in
satisfying applicable ongoing compliance requirements is high.
-8-
Research and Development
The Company did not invest in research and development for the Better
Buns or any other fitness product. Through June 30, 2005, CBM had invested
$369,612 in research and development activities for the CSD system. This amount
has been borne solely by CBM, and the Company does not expect in the near term
to receive external funding for research and development activities. These
expenditures have included retaining Averion, Inc., a clinical research
organization, to assist in the development of clinical protocols, monitoring of
clinical trials and analysis of data. CBM also pays for all expenses associated
with its clinical trials, including fees charged by the Institutional Review
Board and a fee per patient enrolled.
Employees
The Company currently employs one individual, James F. Mongiardo, its
sole director and officer.
Where You Can Find More Information
The Company files reports with the Securities and Exchange Commission,
including annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and
current reports on Form 8-K. The public may read and copy any materials we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC 20549. The public may obtain information about the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet website that contains reports, proxy and information
statements, and other information regarding the Company and other reporting
companies that file electronically with the SEC at http://www.sec.gov. While AST
does not currently maintain a website, CBM's website address is:
www.cardiobiomedical.com.
Management's Discussion and Analysis or Plan of Operation
Certain statements contained in this discussion and analysis or
incorporated herein by reference that are not related to historical results are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements that are predictive, that depend upon
or refer to future events or conditions, and/or that include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes,"
and similar expressions constitute forward-looking statements. In addition, any
statements concerning future financial performance (including future revenues,
earnings or growth rates), business strategies or prospects, or possible future
actions by us are also forward-looking statements.
These forward-looking statements are based on beliefs of our management
as well as current expectations, projections, assumptions and information
currently available to the Company and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated or implied by such forward-looking
statements. Should one or more of those risks or uncertainties materialize or
should underlying expectations, projections and assumptions prove incorrect,
actual results may vary materially from those described. Those events and
uncertainties are difficult to predict accurately and many are beyond our
control. We assume no obligation to update these forward-looking statements to
reflect events or circumstances that occur after the date of these statements
except as specifically required by law. Accordingly, past results and trends
should not be used to anticipate future results or trends.
-9-
Overview
AST was formed in Florida in August 2001 with the plan of becoming a
direct marketing company that developed and marketed premium-quality,
premium-priced, branded fitness and exercise equipment to the home fitness
equipment market. Our original business plan included marketing products
directly to consumers through a variety of direct marketing channels.
As an initial step, the Company licensed the rights to a portable gym
subject to patent protection in the United States, to be marketed under the
trademark Better Buns(R). It was the Company's intention for this product to be
its first direct-marketed product. The Company was unsuccessful in attempting to
raise funding to pursue this goal and, in May 2005, received notice that it was
in breach of its license agreement for the Better Buns product and that the
license was being terminated. Since inception to date, the Company has not
generated any revenues through the sale of the Better Buns product or otherwise,
and has not engaged in any research and development or marketing activities due
to limited funds and resources.
In September 2005, the Company changed focus in connection with the
merger of a wholly-owned subsidiary of the Company and CardioBioMedical
Corporation, a Delaware corporation. The subsidiary merged with and into CBM,
with CBM as the surviving corporation and becoming a subsidiary of AST. The
consideration for the merger consisted of up to 22,077,509 shares of AST common
stock, $.0001 par value, payable on a one-for-one basis to the consenting
shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to
purchase 6,500,000 shares of AST common stock at a purchase price of $.01 per
share payable to the sole warrant holder of CBM in exchange for an equivalent
CBM warrant. Further, the Board of Directors accepted the resignation of Curtis
Olschansky as sole director and officer of the Company and elected James F.
Mongiardo to fill the vacancy on the Board. Mr. Mongiardo was also elected to
serve as Chief Executive Officer and President of AST.
CBM was formed in May 2003 to commercialize devices incorporating
proprietary and patented technology relating to a new scientific technique
applying bio-cybernetic principles and frequency analysis in non-invasive
medical devices. CBM currently is a party to a license to market in the United
States, Canada and Mexico the Cardio Spectrum Diagnostic System or "CSD", a
proprietary medical device designed for the non-invasive early diagnosis of
coronary artery diseases, particularly myocardial injury caused by ischemia. The
CSD system has received 510(k) clearance to be marketed in the United States.
The new objective of the Company is to establish the CSD as the
standard of care for the detection of early-stage ischemic heart disease. Our
strategy includes first establishing the device with cardiologists and then
gaining acceptance and use by other physician specialties and hospitals. We
believe critical in U.S. hospital market acceptance will be the cost savings of
the CSD in both the early detection of disease and the elimination of the need
to perform multiple and more expensive diagnostic procedures to determine a
patient's cardiac health. Results have shown that the CSD is effective at
non-invasively diagnosing CAD with more than 90% sensitivity and specificity.
-10-
Critical Accounting Policies and Changes to Accounting Policies
AST historically has utilized the following critical accounting
policies in making its more significant judgments and estimates used in the
preparation of its financial statements:
Use of Estimates. In preparing financial statements in conformity
with accounting principles generally accepted in the United States, management
is required 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 reported period. Actual results could differ
from those estimates.
Income Taxes. The Company accounts for income taxes under Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes
("Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
Loss Per Share. Basic and diluted net loss per common share is
computed based upon the weighted average common shares outstanding as defined by
Statement of Financial Accounting Standards No. 128, Earnings Per Share. As of
July 31, 2004 and 2003, there were no common share equivalents outstanding.
Plan of Operations
Neither AST nor CBM has generated any revenues from operations or
otherwise since their inception. AST intended to generate revenue through the
sale of a licensed product, Better Buns(R) - a portable patented gym product,
but the license to such product was terminated due to AST's failure to make
minimum royalty payments. Through September 23, 2005, the Company had not been
successful in raising capital for the development, marketing or sale of any
other products. The Company then adopted a new strategy through the Merger with
CBM.
In order to implement the new strategy of the Company, AST will need to
raise capital during the next 12 months: cash on hand was $4,564 at AST as of
April 30, 2005 and $5,097 at CBM as of June 30, 2005, which amounts are
inadequate to fund the companies' current projected capital requirements. Total
operating expenses for AST from inception to April 30, 2005 were $473,242, which
equaled the Company's losses for that period. From inception to June 30, 2005,
CBM's losses equaled $2,668,168. Both entities have funded operations to date in
part through the sale of equity securities and loans, although such efforts have
been insufficient to effectively pursue their business strategies.
-11-
Our capital requirements will depend on numerous factors, including but
not limited to the commitments and progress of our research and development
efforts, the progress of clinical trials, the cost of sales and marketing for
the CSD and other products, medical and business consultants and advisors, the
time and cost involved in maintaining regulatory compliance, and competing
technological and market developments. Future activities, including the
establishment of the CSD in the medical marketplace, will be subject to our
ability to raise funds.
We intend to raise capital primarily through the public or private sale
of securities (equity and/or debt), although there can be no assurance that we
will be able to obtain capital or, if such capital is available, that the terms
of any financing will be acceptable. If the Company succeeds in raising capital,
such funds will be used to implement the new strategy of developing clinical
trial data to support the market introduction of the Cardio Spectrum Diagnostic
System in the United States, Canada and Mexico. Payment for clinical trials
includes retaining the services of a clinical research organization, payment to
the clinical research site(s) for patients enrolled in the clinical trials,
payment for the CSD unit(s) used in these clinical trials, payment for costs
associated with Institution Review Board Approval, and preparation of marketing
materials to support commercial introduction of the CSD.
We intend to conduct a concentrated set of clinical trials that will
begin with physicians associated with major teaching hospitals as part of our
strategy of obtaining a CPT Code for the CSD to facilitate insurance
reimbursement. The first such trial is currently being conducted at Cedars Sinai
Medical Center in Los Angeles, California. While clinical data is being
generated to support a CPT Code application, we further intend to conduct
additional clinical trials to "seed" the market in the United States. We also
expect that use of the CSD by cardiologists at major teaching hospitals and
other opinion leaders locations will support the market introduction.
Pursuant to its new strategy, the Company intends to continue to
operate as a virtual Company as it attempts to raise capital over the next 12
months. The Company believes such an approach will help leverage results through
better allocation of its capital by retaining as needed the diverse expertise
required to conduct clinical trials and to prepare for market introduction. The
Company does not expect to significantly increase the number of employees over
the next 12 months.
The Company also does not expect to purchase any plant or significant
equipment over the next 12 months given its focus on developing clinical data
and preparing for the market introduction of the CSD.
If we are unsuccessful at raising sufficient capital to fund our
operations, for whatever reason, we may be forced to seek opportunities outside
of our new corporate focus or to seek a buyer for our business or another entity
with which we could partner. Ultimately, if all of these alternatives fail, we
may be required to cease operations and seek protection from creditors under
applicable bankruptcy laws.
-12-
Off-Balance Sheet Arrangements
Neither the Company nor its subsidiary is a party to any off-balance
sheet arrangements.
Description of Property
Neither the Company nor CBM owns any real property or any interest in
real property and does not invest in real property or have any policies with
respect thereto as a part of their operations or otherwise.
The principal business address of the Company was 9700 Via Emilie in
Boca Raton, Florida 33428, which was space owned by the former sole director and
officer of the Company. The Company has moved its principal place of business to
that of CBM, located at 2 Briar Lane, Natick, Massachusetts 01760, which is
space owned by the new sole director and officer of the Company. In both cases
rent has not been charged for the office space, and it is not expected that rent
will be charged in the near-term.
Security Ownership of Certain Beneficial Owners and Management
The following table shows, as of September 23, 2005, the beneficial
ownership of Common Stock of the Company by (i) any person or group who is known
to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock, (ii) the sole current director of the Company, (iii) the sole
named executive officer of the Company, and (iv) all current directors and
executive officers as a group.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of class(2)
---------------- ---------------------- ----------------
James F. Mongiardo 12,127,500 36.6%
2 Briar Lane
Natick, MA 01760
Charles Minutolo 9,000,000 27.1%
2320 N.E. 48th Street
Lighthouse Point, FL 33064
Curtis Olschansky 7,000,000 21.1%
9700 Via Emilie
Boca Raton, FL 33428
Meredith Dodrill 3,000,000 9.0%
5800 Hamilton Way
Boca Raton, FL 33496
All current directors and 12,127,500 36.6 %
executive officers as a
group (1 person)
-13-
(1) Unless otherwise indicated, each of the persons named in the table
above has sole voting and investment power with respect to the
shares set forth opposite such person's name. With respect to each
person or group, percentages are calculated based on the number of
shares beneficially owned, including shares that may be acquired by
such person or group within 60 days of September 23, 2005 upon the
exercise of stock options, warrants or other purchase rights, but
not the exercise of options, warrants or other rights held by any
other person.
(2) Percentages were calculated assuming issued and outstanding shares
of 33,175,009, which amount assumes issuance of all 22,077,509
shares of AST common stock in connection with the Merger and no
disenting shares of CBM.
The Company knows of no arrangement that may result in a change of
control of AST.
Directors, Executive Officers, Promoters and Control Persons
From September 30, 2002 through September 23, 2005, Curtis Olschansky,
42, was the sole officer and director of the Company. Mr. Olschansky served as
AST's President, principal executive officer, interim principal financial
officer and general counsel.
Beginning September 23, 2005, James F. Mongiardo, 59, replaced Mr.
Olschansky as sole director and was elected Chief Executive Officer and
President of the Company. Mr. Mongiardo will serve as a director of the Company
until the next annual meeting of stockholders and until his successor is elected
and qualified or until his earlier resignation or removal. Mr. Mongiardo will
serve as Chief Executive Officer and President of the Company until his
successor is chosen and qualified or until his earlier resignation or removal.
Mr. Mongiardo has served as sole director and President, Chief
Executive Officer, Treasurer and Secretary of CBM since its inception in May
2003. In 2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment
advisory firm specializing in institutional private placements for emerging
companies, at which he currently serves as Managing Director. From 1995 to 2000,
Mr. Mongiardo served as Managing Director of LBC Capital, LLC, an investment
banking firm. Mr. Mongiardo was Chief Executive Officer of Epigen, Inc., which
subsequently changed its name to Egenix, Inc, from 1991 to 1993, and President
in 1994. During 1989 and 1990, he served as Vice President of Corporate
Development for Organogenesis, Inc. He served as Chief Executive Officer of
Medivix, Inc., a public health care services company that provided mail order
prescription services for employers and unions, from 1986 to 1988. From 1984 to
1986, Mr. Mongiardo served as President and Chief Operating Officer of Photec
Diagnostics, a venture-capital financed diagnostic company that subsequently
changed its name to Photest Diagnostics Inc. He served in various capacities
from 1973 to 1984 at Schering-Plough Corporation. While head of U.S. marketing
for the pharmaceutical division of Schering-Plough from 1980 to 1983, he
introduced 12 new over-the-counter and prescription products. Mr. Mongiardo is a
graduate of Johns Hopkins University (B.A.) and Harvard Law School (J.D.).
Neither Mr. Olschansky nor Mr. Mongiardo serves as a director of any
other reporting company, and there are no family relationships among the
directors or executive officers (or any nominees therefor) of the Company or its
subsidiary or any legal proceedings involving such individuals.
-14-
Audit Committee
The Company currently does not have an audit committee; the sole
director has acted and will continue to act as the audit committee of the Board
of Directors.
Nominations
The Board of Directors nominates candidates to stand for election as
directors; other candidates also may be nominated by any stockholder, provided
that such other nomination(s) are submitted in writing to the Secretary of the
Company no later than 90 days prior to the meeting of stockholders at which such
directors are to be elected, together with the identity of the nominator and the
number of shares of the Company's stock owned, directly or indirectly, by the
nominator. Directors are elected at the annual meeting of the stockholders,
except for vacancies and newly created directorships resulting from any increase
in the authorized number of directors elected by all of the stockholders having
the right to vote as a single class (which positions may be filled by the
affirmative vote of a majority of the directors then in office, although fewer
than a quorum, or by a sole remaining director), and each director elected shall
hold office until such director's successor is elected and qualified or until
the director's earlier death, resignation or removal. These procedures have not
changed since adopted by the Company.
Executive Compensation
From his appointment as sole director and officer of the Company in
September 2002 through September 23, 2005, Mr. Olschansky did not receive any
compensation (whether in cash, equity or other form) from the Company for his
services as sole director and officer. Similarly, from inception of CBM through
September 23, 2005, Mr. Mongiardo did not receive any cash compensation from CBM
for his services as sole director and officer, but did receive 5,000,000 shares
of CBM common stock that were awarded in September 2005 as a stock bonus in
recognition and consideration of Mr. Mongiardo's services for and on behalf of
CBM. See "Certain Relationships and Related Transactions" below for a
description of the transactions between the Company and its subsidiary and their
respective officers, directors and significant stockholders.
The table below sets forth the total compensation accrued by the
Company for the fiscal years ended July 31, 2004, 2003 and 2002 for the
Company's former President, who was the sole executive and financial officer of
the Company as of July 31, 2004. Such amounts were forgiven in full in
connection with the Merger.
-15-
Summary Compensation Table
Annual Compensation Long-Term Compensation
Awards Payouts
---------------------- --------------------------------------
Name and Fiscal Shares Underlying All Other
Principal Position Year Salary Bonus Options Granted (#) Compensation
------------------ ---- ------ ----- ------------------- ------------
Curtis Olschansky 2004 $ 24,000 0 0 0
Former President, principal 2003 $ 22,000 0 0 0
executive officer, interim 2002 0 0 0 0
principal financial officer
and general counsel
Option and Long-Term Incentive Plans
Neither the Company nor CBM has maintained or currently maintains any
option or similar equity compensation plans or programs, or any long-term
incentive programs or plans, and no current or former officer has ever been
granted any stock options or stock appreciation or similar rights.
Director Compensation
The Company does not have arrangements, standard or otherwise, pursuant
to which directors are compensated for services provided as directors (including
as members of committees of the Board of Directors). Directors of the Company
and its subsidiary have not been and currently are not compensated for their
services as directors except as set forth herein.
Employment and Related Agreements
Mr. Olschansky was not, and Mr. Mongiardo is not currently, a party to
any employment agreement with the Company.
In 2003, CBM entered into an employment agreement with Mr. Mongiardo,
as Chief Executive Officer and President, for a term of five years at an annual
salary of $250,000, payable upon CBM raising $500,000 in equity financing, with
additional annual increases of 10% every July 1 over the life of the agreement.
The agreement also calls for the officer to receive fringe benefits and
participate in all CBM employment benefits as approved by the Board of
Directors. As of this date, CBM has not raised the minimum equity capital and no
salary has been accrued or paid to Mr. Mongiardo.
Certain Relationships and Related Transactions
In January 2003, the Company entered into a licensing agreement with
Exerciting, LLC to acquire the exclusive rights associated with a product known
as Better Buns. The terms of the agreement provided that the Company would pay
Exerciting a royalty of eight percent (8%) of gross revenues derived from the
Company's sales of the product and that the Company must achieve certain minimum
sales figures on an annual basis or pay minimum royalty payments of fifty
thousand dollars ($50,000) per quarter regardless of sales achieved, and issue
100,000 shares of its common stock to the members of the licensor. Curtis
Olschansky, the Company's former principal executive officer and director, is
the brother of Brad Olschansky and Scott Olschansky, who are the owners and
members of Exerciting, LLC. The Company issued 200,000 shares (after giving
effect to the stock split discussed below) to these individuals in January 2003.
-16-
During October 2003, the Company received non-interest bearing,
unsecured, demand working capital loans in the amount of $5,000 from Mr.
Olschansky, its former principal executive officer and director, and $5,000 from
Meredith Dodrill, a significant stockholder. These loans were forgiven in full
in connection with the Merger.
During May 2005, the Company received a non-interest bearing,
unsecured, demand working capital loan of $5,750 from Mr. Olschansky, its former
principal executive officer and director. This loan was forgiven in full in
connection with the Merger.
Meredith Dodrill, a significant stockholder of the Company, is married
to James Dodrill, who served as corporate legal counsel for the Company. Mr.
Dodrill also acted as interim President of the Company upon its inception. As of
July 31, 2004, Mr. Dodrill was owed $50,000 for legal services provided to the
Company, which amount was forgiven in full in connection with the Merger.
Because of their initiatives in founding and organizing the Company,
Mr. and Mrs. Dodrill may both be considered promoters of the Company. Mrs.
Dodrill is presently the holder of 3,000,000 shares of our common stock, which
were issued in exchange for the forgiveness of expenses payable to Ms. Dodrill
totaling $10,000.
During 2003, Mr. Mongiardo advanced $15,413 to CBM for start-up and
operating expenses. The advance is non-interest bearing, unsecured and due on
demand.
Description of Securities
The only securities of the Company currently outstanding are shares of
its common stock, $.0001 par value. The Company is authorized to issue
100,000,000 shares of its common stock and 20,000,000 million shares of
preferred stock, $.0001 par value, although no classes or series of preferred
stock have been designated. The Board of Directors of the Company is authorized
by the Company's Amended and Restated Articles of Incorporation to fix the
number and designations, powers, preferences, rights and restrictions of any
such class or series of preferred stock.
Holders of the Company's common stock are entitled to one vote per
share on each matter submitted to a vote at a meeting of shareholders. Except as
otherwise expressly provided by the law of the State of Florida, the Company's
Amended and Restated Articles of Incorporation or the resolution of the Board
providing for the issue of a series of preferred stock, the holders of the
common stock shall possess exclusive voting power for the election of directors
and for all other purposes.
Subject to any prior rights to receive dividends to which the holders
of shares of any series of preferred stock may be entitled, the holders of
shares of common stock shall be entitled to receive dividends if and when
declared payable from time to time by the Board of Directors from funds legally
available for payment of dividends.
-17-
In the event of any dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, after there shall have been paid to
the holders of shares of preferred stock the full amounts to which they may be
entitled, the holders of the then-outstanding shares of common stock shall be
entitled to receive, pro rata, any remaining assets of the Company available for
distribution to shareholders. The Board of Directors may distribute in kind to
the holders of common stock such remaining assets of the Company or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to any
other corporation, trust or entity and receive payment in cash, stock or
obligations of such other corporation, trust or entity or any combination
thereof, and may sell all or any part of the consideration so received, and may
distribute the consideration so received or any balance or proceeds of it to
holders of common stock. The voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the Company
(unless in connection with that event the dissolution, liquidation or winding up
of the Company is specifically approved), or the merger or consolidation of the
Company into or with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of stock of the
Company of any class, is not deemed to be a dissolution, liquidation or winding
up of this Corporation for the purposes of the foregoing.
Pursuant to the Company's Amended and Restated Articles of
Incorporation, no holder of any shares of the Company of any class now or in the
future authorized has any preemptive right (other than such right, if any, as
the Board of Directors in its discretion may determine) to purchase or subscribe
for any additional issues of shares of the Company of any class now or in the
future authorized, any shares of the Company purchased and held as treasury
shares, any part paid receipts or allotment certificates in respect of any such
shares, any securities convertible into or exchangeable for any such shares, or
any warrants or other instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire any such shares, whether such shares, receipts,
certificates, securities, warrants or other instruments be unissued, or issued
and subsequently acquired by the Company. Any such shares, receipts,
certificates, securities, warrants or other instruments, in the discretion of
the Board, may be offered from time to time to any holder or holders of shares
of any class or classes to the exclusion of all other holders of shares of the
same or any other class at the time outstanding.
Market Price of and Dividends on the Registrant's Common Equity and Other
Shareholder Matters
The Company's common stock was approved for unpriced quotation on the
Over-the-Counter Bulletin Board on October 19, 2004. It trades under the symbol
ASST.OB. High and low bid information for the Company's common stock is not
currently available.
As of September 26, 2005, there were 170 shareholders of record of our
common stock and a total of 33,175,009 shares outstanding (which amount assumes
no CBM stockholder will perfect appraisal rights and all 22,077,509 shares of
AST common stock are issued in connection with the Merger).
-18-
We have never paid any dividends and do not currently anticipate paying
dividends in the future. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that our Board of Directors
deems relevant.
There are currently no outstanding options or warrants to purchase, or
any securities that are convertible into, our common stock other than a single
warrant to purchase 6,500,000 shares issued in connection with the Merger.
Please see the description of such warrant under Items 1.01 and 3.02 in this
Form 8-K filing.
The Company does not maintain any option or similar equity compensation
plans or programs.
Legal Proceedings
Neither the Company nor its subsidiary is a party to any pending legal
proceeding.
Changes in and Disagreements with Accountants
Salberg & Company, PA ("Salberg") was dismissed as the independent
auditor for the Company on March 4, 2004. Salberg's reports on the financial
statements of the Company for the fiscal years ended July 31, 2003 and 2002, and
for the period from August 9, 2001 (inception) through July 31, 2003, contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except that there was
an explanatory paragraph relating to AST's ability to continue as a going
concern.
The Company's Board of Directors approved the change in accountants.
For the fiscal years ended July 31, 2003 and 2002, for the period from
August 9, 2001 (inception) through July 31, 2003, and for the interim period
from August 1, 2003 to March 4, 2004 (the date the relationship ended with
Salberg), there were no disagreements between the Company and Salberg (whether
or not resolved) on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Salberg, would have caused it to make a
reference to the subject matter of the disagreement in connection with its
reports.
During the fiscal years ended July 31, 2003 and 2002, and for the
period from August 9, 2001 (inception) through July 31, 2003 and for the interim
period from August 1, 2003 through March 4, 2004 (the date the relationship
ended with Salberg), the Company had not been advised of any matters described
in Regulation S-B, Item 304(a)(1)(B).
The Company engaged Webb & Company P.A., 1501 Corporation Drive,
Boynton Beach, Florida, 33426 ("Webb"), as its new independent accountants as of
March 4, 2004. Prior to such date the Company did not consult with Webb
regarding (i) the application of accounting principles to a specified completed
or contemplated transaction, (ii) the type of audit opinion that might be
rendered on the Company's financial statements, or (iii) any other matter that
may have been subject of a disagreement between the Company and its former
auditor as described in Item 304(a)(1)(iv) of Regulation S-B.
-19-
Recent Sales of Unregistered Securities
At inception, the Company issued 10,000,000 shares (after giving effect
to the two for one stock split noted below) of its common stock to its founder,
Meredith Dodrill, in exchange for forgiveness of expenses payable to Ms. Dodrill
totaling $10,000.
In 2002, the Company issued an aggregate 687,500 shares (post-split) of
its common stock at $.01 per share in a Rule 504 offering in reliance on Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act") and
Regulation D of the Securities Act.
During December 2002, the Company completed the sale of 210,000 shares
(post-split) of its common stock at $.025 per share to twenty individuals in an
offering that was conducted in reliance on Section 4(2) and Regulation D of the
Securities Act. Each of the investors had access to business and financial
information concerning the Company, and represented that they were acquiring the
securities for investment purposes only and not with a view towards distribution
or resale except in compliance with applicable securities laws. No general
solicitation or advertising was used in connection with this offering and the
certificates evidencing the shares that were issued contained a legend
restricting their transferability absent registration under the Securities Act
or the availability of an applicable exemption therefrom.
During January 2003, the Company issued a total of 200,000 shares
(post-split) of its restricted common stock to two individuals in connection
with the execution of its license agreement with Exerciting, LLC in a private
transaction exempt from registration under the Securities Act in reliance on
Section 4(2) of said act. The shares issued contained a legend restricting their
transferability absent registration under the Securities Act or the availability
of an applicable exemption therefrom.
In January 2003, in reliance on APB No. 25, Accounting for Stock Issued
to Employees, Meredith Dodrill, in what was deemed to be an effective capital
contribution to the Company, transferred 7,000,000 shares of common stock to the
Company. Simultaneously, the Company effectively issued 7,000,000 shares of
common stock to its then-President Curtis Olschansky in exchange for future
services. The shares issued had a fair value based on a then-recent cash
offering price of $.025 per share for an aggregate $175,000. These shares owned
by the President were not transferable and bore a substantial risk of forfeiture
if services were not performed for the Company within two years from when the
Company had issued the shares. As a result, the Company recorded deferred
compensation with a corresponding credit to additional paid-in capital for
$175,000. All such shares were deemed earned in January 2005.
In March 2005, the Company declared a two for one common stock split
for stockholders of record as of March 9, 2005.
In September 2005, in connection with the acquisition via merger of
CBM, the Company was obligated to issue up to 22,077,509 shares of its common
stock, $.0001 par value, and a warrant exercisable beginning January 1, 2008 for
6,500,000 common shares at a purchase price of $.01 per share. The merger
consideration payable to U.S. stockholders was issued in reliance on an
exemption from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof.
-20-
Indemnification of Officers and Directors
Section 11.3 of the Company's Amended and Restated Articles of
Incorporation provides that the Company must indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company), by
reason of the fact that he/she is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding. Such
indemnification is predicated on the individual having acted in good faith and
in a manner he/she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful.
In addition, the Amended and Restated Articles of Incorporation provide
that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he/she is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him/her in connection with the defense or
settlement of such action or suit. Such indemnification is predicated on the
individual having acted in good faith and in a manner he/she reasonably believed
to be in or not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the Company unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
To the extent that a person has been successful on the merits or
otherwise in defense of any action, suit or proceeding or in defense of any
claim, issue or matter therein, he/she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him/her in
connection therewith.
Financial Statements and Information
The financial statements and related information for AST required by
this item are hereby incorporated by reference to the Company's Annual Reports
on Form 10-QSB for the fiscal years ended July 31, 2004 and 2003 and the
Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended October
31, 2005, January 31, 2005 and April 30, 3005. See also Item 9.01 of this Form
8-K.
-21-
Exhibits
See Item 9.01 herein.
Item 3.02 Unregistered Sales of Equity Securities
In connection with the Merger discussed above, the Board of Directors
of the Company authorized the issuance of up to 22,077,509 shares of its common
stock, $0.0001 par value (representing 66.5% of the Company's issued and
outstanding shares following the Merger), to the stockholders of CBM. Such
shares will be exchanged, on a one-for-one basis, for up to 22,077,509 issued
and outstanding shares of common stock, $.01 par value, held by CBM's consenting
shareholders. The issuance of stock to U.S. stockholders was made in reliance on
the exemption from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof.
Immediately after the closing of the Merger, the Company had 33,175,009
shares of its common stock outstanding (which asumes no CBM stockholder perfects
appraisal rights and all 22,077,509 shares of AST common stock are issued).
Pursuant to the terms of the Agreement, the Company also issued a warrant to
purchase 6,500,000 shares of its common stock to a warrant holder of CBM in
exchange for a CBM warrant representing such holder's right to purchase
6,500,000 shares of CBM common stock. The warrant is not exercisable until
January 1, 2008 and will expire on December 31, 2014. The exercise price is $.01
per share and the warrant is not assignable or transferable by the holder.
Item 5.01 Changes in Control of Registrant
Upon the closing of the Merger described above on September 23, 2005,
two former stockholders of CBM, James F. Mongiardo and Charles Minutolo, who
together owned 95.7% of the issued and outstanding shares of common stock of
CBM, became the controlling stockholders of the Company as a result of their
ownership of approximately 63.7% of the outstanding shares of common stock the
Company following the Merger. The previous controlling stockholders of the
Company were Curtis Olschansky (7,000,000 shares or approximately 63%) and
Meredith Dodrill (3,000,000 shares or approximately 27%). Messrs. Mongiardo and
Minutolo obtained such control through the exchange by them of an aggregate
21,127,500 shares of CBM common stock for an equal number of shares of common
stock of AST issued in connection with the Merger. Following the Merger, there
are no arrangements known to the Company, the operation of which may at a
subsequent date result in a change of control of the Company or which relate to
the election of directors or other matters.
As described in Item 5.02 below, upon the closing of the Merger, the
Board of Directors of the Company consisted of one member, James F. Mongiardo.
For the other information required by this Item 5.01, see Item 2.01
above.
-22-
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On September 23, 2005 in connection with the Merger described above,
the AST Board of Directors accepted the resignation of Curtis Olschansky as
President, principal executive officer, principal financial officer and director
of the Company and elected James F. Mongiardo to fill the vacancy on the Board.
Mr. Mongiardo was also elected to serve as Chief Executive Officer and President
of the Company. The size of the AST Board was fixed at one until changed in
accordance with applicable law and the Company's Amended and Restated Articles
of Incorporation and Bylaws.
James F. Mongiardo, 59, has extensive experience in building companies
and in the investment banking business. He has served as Chief Executive Officer
for public biotechnology and healthcare services companies and as head of U.S.
marketing for Schering-Plough Corporation. He has raised capital for clients
through institutional private placements, directed business start-ups from
concept to marketing, completed a successful turn-around, designed operative
business plans, raised venture and public equity financing, created marketing
and promotional plans for new products, directed acquisitions and divestitures,
developed and administered sales budgets over $300 million, and managed
corporate and legal services.
Mr. Mongiardo has served as sole director and President, Chief
Executive Officer, Treasurer and Secretary of CBM since its inception in May
2003. In 2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment
advisory firm specializing in institutional private placements for emerging
companies, at which he currently serves as Managing Director. From 1995 to 2000,
Mr. Mongiardo served as Managing Director of LBC Capital, LLC, an investment
banking firm. Mr. Mongiardo was Chief Executive Officer of Epigen, Inc., which
subsequently changed its name to Egenix, Inc, from 1991 to 1993, and President
in 1994. During 1989 and 1990, he served as Vice President of Corporate
Development for Organogenesis, Inc. He served as Chief Executive Officer of
Medivix, Inc., a public health care services company that provided mail order
prescription services for employers and unions, from 1986 to 1988. From 1984 to
1986, Mr. Mongiardo served as President and Chief Operating Officer of Photec
Diagnostics, a venture-capital financed diagnostic company that subsequently
changed its name to Photest Diagnostics Inc. He served in various capacities
from 1973 to 1984 at Schering-Plough Corporation. While head of U.S. marketing
for the pharmaceutical division of Schering-Plough from 1980 to 1983, he
introduced 12 new over-the-counter and prescription products. Mr. Mongiardo is a
graduate of Johns Hopkins University (B.A.) and Harvard Law School (J.D.).
Mr. Mongiardo does not serve as a director of any other reporting
company, and there are no family relationships among the current directors or
executive officers (or nominees therefor) of AST or its subsidiary. Mr.
Mongiardo is not currently a party to an employment agreement with the Company
and has not been a party to any transaction with AST prior to the date of the
Merger. For information on Mr. Mongiardo's employment agreement with CBM, see
"Executive Compensation" herein. For more information on related party
transactions, see "Certain Relationships and Related Transactions" herein.
-23-
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
CBM Audited Financial Statements
Report of Independent Registered Public Accounting Firm
Balance Sheets as of December 31, 2004 and 2003
Statements of Operations for the year ended December 31, 2004 and for
the periods May 28, 2003 (inception) to December 31, 2003 and 2004
Statement of Stockholders' Equity for the period from May 28, 2003
(inception) to December 31, 2004
Statements of Cash Flows for the year ended December 31, 2004 and
for the periods May 28, 2003 (inception) to December 31, 2003 and
2004
Notes to Financial Statements
CBM Interim Financial Statements (unaudited)
Condensed Balance Sheets as of June 30, 2005 and 2004 (unaudited)
Condensed Statements of Operations for the six months ended June 30,
2005 and 2004 and for the period from May 28, 2003 (inception) to
June 30, 2005 (unaudited)
Condensed Statement of Stockholders' Equity for the period from May 28,
2003 (inception) to June 30, 2005 (unaudited)
Condensed Statements of Cash Flows for the six months ended June 30,
2005 and 2004 and for the period from May 28, 2003 (inception) to
June 30, 2005 (unaudited)
Notes to Condensed Financial Statements (unaudited)
(b) Pro Forma Financial Information
Pro Forma Balance Sheets as of July 31, 2005 (unaudited)
Pro Forma Statements of Operations as of July 31, 2005 (unaudited)
Notes to Pro Forma Consolidated Financial Statements as of July 31,
2005 (unaudited)
(d) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated September 23, 2005, by and
among Advanced Sports Technologies, Inc., AST Acquisition
Sub, Inc. and CardioBioMedical Corporation
Exhibit 3.1 Certificate of Merger, filed with Delaware on September 23,
2005, merging AST Acquisition Sub, Inc. with and into
CardioBioMedical Corporation
Exhibit 3.2 Amendment and Restated Certificate of Incorporation of
CardioBioMedical Corporation
Exhibit 3.3 Bylaws of CardioBioMedical Corporation
Exhibit 10.1 Agreement, as of September 16, 2005, by and between
CardioBioMedical Corporation and Dan Q. Fang
Exhibit 10.2 Employment Agreement, dated June 2, 2003, by and between
CardioBioMedical Corporation and James F. Mongiardo
Exhibit 21 Subsidiaries of the Company
-24-
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.
Advanced Sports Technologies, Inc.
-----------------------------------------
(Registrant)
Date: September 29, 2005 By: /s/ James F. Mongiardo
-------------------------------------
James F. Mongiardo
Chief Executive Officer and President
-25-
CARDIO BIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGE 2 BALANCE SHEETS AS OF DECEMBER 31, 2004 AND 2003
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
2004 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO
DECEMBER 31, 2003 AND FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO DECEMBER 31, 2004
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2004
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
2004 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION)
TO DECEMBER 31, 2003 AND FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO DECEMBER 31, 2004
PAGES 6 - 12 NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
CardioBioMedical Corporation
(A Development Stage Company)
We have audited the accompanying balance sheets of CardioBioMedical Corporation
(a development stage company) as of December 31, 2004 and 2003 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 2004 and for the periods from May 28, 2003 (inception)
to December 31, 2003 and May 28, 2003 (inception) to December 31, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of CardioBioMedical Corporation (a
development stage company) as of December 31, 2004 and 2003 and the results of
its operations and its cash flows for the year ended December 31, 2004 and for
the periods from May 28, 2003 (inception) to December 31, 2003 and May 28, 2003
(inception) to December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company is in the development stage with a working
capital deficiency of $187,826 and a negative cash flow from operations of
$340,252 from inception. These factors raise substantial doubt about its ability
to continue as a going concern. Management's plans concerning this matter are
also described in Note 8. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Boynton Beach, Florida
April 18, 2005
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 2004 AND 2003
ASSETS
2004 2003
-------------- --------------
CURRENT ASSETS
Cash $ 48,102 $ 45,606
-------------- --------------
Total Current Assets 48,102 45,606
PROPERTY AND EQUIPMENT, NET 29,979 33,926
OTHER ASSETS
Rights to technology, net 1,559,092 1,686,364
-------------- --------------
TOTAL ASSETS $ 1,637,173 $ 1,765,896
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 9,827 $ 4,913
Due to related party 57,250 80,000
Accrued royalty expense 153,438 15,625
Due to officer 15,413 15,413
-------------- --------------
TOTAL CURRENT LIABILITIES 235,928 115,951
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 5,000,000 shares authorized,
none issued and outstanding -- --
Common stock, $0.01 par value, 100,000,000 shares authorized, 33,577,509 and
32,905,278 shares issued and outstanding, respectively 335,775 329,053
Additional paid-in capital 3,354,478 3,058,697
Accumulated deficit during development stage (2,289,008) (1,737,805)
-------------- --------------
Total Stockholders' Equity 1,401,245 1,649,945
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,637,173 $ 1,765,896
============== ==============
See accompanying notes to financial statements.
2
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For The Period From For The Period From
May 28, 2003 May 28, 2003
For The Year Ended (Inception) To (Inception) To
December 31, 2004 December 31, 2003 December 31, 2004
------------------ ------------------ -------------------
OPERATING EXPENSES
Stock issued for services $ -- $ 1,532,500 $ 1,532,500
General and administrative 30,620 23,212 53,832
Depreciation and amortization 132,039 63,702 195,741
Royalties 187,813 15,625 203,438
Professional fees 138,023 90,000 228,023
Research and development 64,740 12,500 77,240
------------------ ------------------ ------------------
Total Operating Expenses 553,235 1,737,539 2,290,774
------------------ ------------------ ------------------
NET LOSS FROM OPERATIONS (553,235) (1,737,539) (2,290,774)
OTHER INCOME
Interest income (2,488) (190) (2,678)
------------------ ------------------ ------------------
Total Other Income (2,488) (190) (2,678)
------------------ ------------------ ------------------
LOSS FROM OPERATIONS (550,747) (1,737,349) (2,288,096)
Provision for Income Taxes 456 456 912
------------------ ------------------ ------------------
NET LOSS $ (551,203) $ (1,737,805) $ (2,289,008)
================== ================== ==================
Net loss per share - basic and diluted $ (0.02) $ (0.30) $ (0.09)
================== ================== ==================
Weighted average number of shares outstanding during the
period - basic and diluted 33,398,662 5,845,637 24,643,495
================== ================== ==================
See accompanying notes to financial statements.
3
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2004
Accumulated
Additional Deficit During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
-------- -------- ------------ ----------- ----------- ---------------- ------------
Common stock issued to founders
for cash ($0.10 per share) -- $ -- 2,500 $ 25 $ 225 $ -- $ 250
Common stock issued for
license ($0.10 per share) -- -- 16,500,000 165,000 1,485,000 -- 1,650,000
Common stock issued to officer
as compensation ($0.10 per share) -- -- 7,125,000 71,250 641,250 -- 712,500
Common stock issued for cash
($0.10 per share) -- -- 800,000 8,000 72,000 -- 80,000
Common stock issued for cash
($0.45 per share) -- -- 277,778 2,778 122,222 -- 125,000
Common stock issued to
consultant for services
($0.10 per share) -- -- 8,200,000 82,000 738,000 -- 820,000
Net loss for the period from
May 28, 2003 (inception) to
December 31, 2003 -- -- -- -- -- (1,737,805) (1,737,805)
-------- -------- ------------ ------------ ------------ ---------------- ------------
Balance, December 31, 2003 -- -- 32,905,278 329,053 3,058,697 (1,737,805) 1,649,945
Common stock issued for cash
($0.45 per share) -- -- 672,231 6,722 295,781 -- 302,503
Net loss, 2004 -- -- -- -- - (551,203) (551,203)
-------- -------- ------------ ------------ ------------ ---------------- ------------
BALANCE, DECEMBER 31, 2004 -- $ -- 33,577,509 $ 335,775 $ 3,354,478 $ (2,289,008) $ 1,401,245
======== ======== ============ ============ ============ ================ ============
See accompanying notes to financial statements.
4
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For The Period For The Period
For The Year From May 28, 2003 From May 28, 2003
Ended (Inception) To (Inception) To
December 31, 2004 December 31, 2003 December 31, 2004
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (551,203) $ (1,737,805) $ (2,289,008)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock issued for services -- 1,532,500 1,532,500
Depreciation and amortization 132,039 63,702 195,741
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses 4,914 4,913 9,827
Increase in accrued royalty expenses 137,813 15,625 153,438
Increase in accounts payable - related party (22,750) 80,000 57,250
-------------- ------------------ ---------------
Net Cash Used In Operating Activities (299,187) (41,065) (340,252)
-------------- ------------------ ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (820) (33,992) (34,812)
Purchase of license rights -- (100,000) (100,000)
-------------- ------------------ ---------------
Net Cash Used In Investing Activities (820) (133,992) (134,812)
-------------- ------------------ ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 302,503 205,250 507,753
Due to stockholder -- 15,413 15,413
-------------- ------------------ ---------------
Net Cash Provided By Financing Activities 302,503 220,663 523,166
-------------- ------------------ ---------------
NET INCREASE (DECREASE) IN CASH 2,496 45,606 48,102
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 45,606 -- --
-------------- ------------------ ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 48,102 $ 45,606 $ 48,102
============== =================== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
During 2003, the Company issued 16,500,000 shares of common stock with a fair
value of $1,650,000 for the license rights to the bio-cybernetic technology and
frequency analysis technology.
See accompanying notes to financial statements.
5
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization
CardioBioMedical Corporation (a development stage company) (the
"Company") was incorporated under the laws of the State of Delaware on
May 28, 2003. The Company was organized to commercialize a scientific
technique applying bio-cybernetic principles and frequency analysis in a
non-invasive medical diagnosis of coronary artery disease. Activities
during the development stage include developing and implementing it
business plan and raising capital.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required 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 revenues and expenses during the reported
period. Actual results could differ from those estimates.
(C) Income Taxes
The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
(D) Loss Per Share
Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of December 31,
2004 and 2003, there were no common share equivalents outstanding.
(E) Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments including
accounts payable approximate fair value due to the relatively short
period to maturity for this instrument.
6
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
(F) Revenue Recognition
Revenues from the sale of the Company's medical devices are recognized
upon delivery of the equipment and when risk of loss has been transferred
to the customer. The Company recognizes software license fees over the
term of the license.
(G) Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation.
Expenditures for maintenance and repairs are charged to expense as
incurred. Depreciation is provided using the straight-line method over
the estimated useful life of three to five years.
(H) Business Segments
The Company operates in one segment and therefore segment information is
not presented.
(I) Concentrations of Credit Risk
The Company's products require approval from the Food and Drug
Administration prior to commercial sales. The Company's future products
may not receive required approvals. If the Company is denied such
approval, or if such approval is delayed, it would have a materially
adverse impact on the Company's business, results of operations and
financial condition.
(J) Intangible Assets
The Company follows the provisions of FASB Statement No. 142, Goodwill
and Other Intangible Assets. Pursuant to Statement 142, goodwill and
intangible assets acquired in a purchase business combination and
determined to have indefinite useful lives are not amortized, but instead
tested for impairment at least annually in accordance with the provisions
of Statement 142. Statement 142 also requires that intangible assets with
estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for
impairment in accordance with FASB Statement No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets. Intangible assets, which
consist of license rights to patents, are amortized using the
straight-line method over the license rights of 15 years.
(K) Research and Development
The Company accounts for research and development costs in accordance
with SFAS No. 2, Accounting for Research and Development Costs. Under
SFAS No. 2, all research and development costs must be charged to expense
as incurred. Accordingly, internal research and development costs are
expensed as incurred. Third party research and development costs are
expensed when the contracted work has been performed or as milestone
results have been achieved. Company sponsored research and development
costs related to both present and future products are expensed in the
period incurred. Total expenditures on research and product development
incurred for 2004, for the period from May 28, 2003 to December 31, 2003,
and for the period from May 28, 2003 to December 31, 2004 were $64,740,
$12,500 and $77,240, respectively.
7
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
(L) Impairment of Long-Lived Assets
The Company has adopted SFAS No. 144, which requires that long-lived
assets and certain identifiable intangible assets held and used by the
Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Events relating to recoverability may include significant
unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an
extended period. The Company evaluates the recoverability of long-lived
assets annually. SFAS No. 144 also requires that assets to be disposed of
be reported at the lower of the carrying amount or the fair value less
costs to sell.
(M) Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting
for Real Estate Time-Sharing Transactions - an amendment of FASB
Statements No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary
Assets - an amendment of APB Opinion No. 29," and SFAS No. 123 (revised
2004), "Share-Based Payment," were recently issued. SFAS No. 151, 152,
153 and 123 (revised 2004) have no current applicability to the Company
and have no effect on the financial statements.
NOTE 2 PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2004 and 2003 consisted of the
following:
2004 2003
-------------- --------------
Diagnostic equipment $ 30,000 $ 30,000
Office equipment 4,812 3,992
Less accumulated depreciation (4,833) (66)
-------------- --------------
$ 29,979 $ 33,926
============== ==============
8
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
Depreciation expense for the year ended December 31, 2004, the period
from May 28, 2003 to December 31, 2003 and the period from May 28, 2003
to December 31, 2004, was $4,767, $66 and $4,833.
NOTE 3 LICENSE AGREEMENT
During 2003, the Company purchased the license rights to the
bio-cybernetic technology and frequency analysis technology for cash of
$100,000 and 16,500,000 shares of common stock with a fair value of
$1,650,000. The license period expires March 2018.
Licenses at December 31, 2004 and 2003 were as follows:
2004 2003
------------- --------------
License $ 1,750,000 $ 1,750,000
Less accumulated amortization 190,908 63,636
------------- --------------
$ 1,559,092 $ 1,686,364
============= ==============
During the year ended December 31, 2004, the period from May 28, 2003 to
December 31, 2003 and the period from May 28, 2003 to December 31, 2004,
the Company recorded amortization expense of $127,272, $63,636 and
$190,908, respectively.
NOTE 4 STOCKHOLDERS' EQUITY
(A) Common Stock Issued for Cash
During 2003, the Company issued 2,500 shares of common stock to its
founder for cash of $250 ($0.10 per share).
During 2003, the Company issued 800,000 shares of common stock for cash
of $80,000 ($0.10 per share).
During 2003, the Company issued 277,778 shares of common stock for cash
of $125,000 ($0.45 per share).
During 2004, the Company issued 672,231 shares of common stock for cash
of $302,503 ($0.45 per share).
9
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
(B) Common Stock Issued for Services
During 2003, the Company issued 7,125,000 shares of common stock for
officer compensation valued for financial accounting purposes at $712,500
($0.10 per share) based upon recent cash offering prices.
During 2003, the Company issued 16,500,000 shares of common stock for
licensing rights valued for financial accounting purposes at $1,650,000
($0.10 per share) based upon recent cash offering prices.
During 2003, the Company issued 8,200,000 shares of common stock for
consulting services valued for financial accounting purposes at $820,000
($0.10 per share) based upon recent cash offering prices.
(C) Amendment to Articles of Incorporation
During 2003, the Company amended its Articles of Incorporation to provide
for an increase in its authorized share capital. The authorized capital
stock increased to 100,000,000 common shares at a par value of $0.01 per
share, and 5,000,000 preferred shares at a par value of $0.01 with class
and series designations, voting rights, and relative rights and
preferences to be determined by the Board of Directors of the Company
from time to time.
NOTE 5 RELATED PARTY TRANSACTIONS
During 2003, the Company issued 7,125,000 shares of common stock to its
President for services with a fair value of $712,500.
During 2003, an officer advanced the Company $15,413 for start-up and
operating expenses. The advance is non-interest bearing, unsecured and
due on demand.
During 2004 and 2003, the Company recorded royalty expenses due to a
related party of $187,513 and $15,625, respectively.
NOTE 6 COMMITMENTS AND CONTINGENCIES
(A) License Agreement
During 2003, the Company acquired the North America license rights to the
bio-cybernetic technology and frequency analysis technology covered by
U.S. Patent 6,145,228 and copyright TXU 856-320. The license period is
for the life of the patent or for 15 years from the first sale of
products developed using the license rights. As of December 31, 2004, the
Company has not sold any products.
10
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
(B) Employment Agreement
During 2003, the Company entered into an employment agreement with an
individual to assume the position of Chief Executive Officer and
President for a term of five years at an annual salary of $250,000 upon
the Company raising $500,000 in equity financing, with additional annual
increases of 10% every July 1 over the life of the agreement. The
agreement also calls for the officer to receive fringe benefits and
participate in all Company employment benefits as approved by the Board
of Directors. As of December 31, 2004, the Company has not raised the
minimum equity capital and no salary has been accrued or paid.
NOTE 7 INCOME TAXES
Income tax expense (benefit) for the periods ended December 31, 2004 and
2003 is summarized as follows:
2004 2003
---------------- --------------
Current:
Federal $ -- $ --
State 465 465
Deferred - Federal and State -- --
---------------- --------------
Income tax expense (benefit) $ 465 $ 465
================ ==============
The Company's tax expense differs from the "expected" tax expense for the
periods ended December 31, 2004 and 2003 as follows:
2004 2003
---------------- --------------
U.S. Federal income tax expense (benefit) $ (192,921) $ (608,138)
State income tax expense (benefit) 465 465
Effect on net operating loss carryforward 192,921 608,138
---------------- -------------
$ 465 $ 465
================ ==============
11
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 2004 and
2003 are as follows:
2004 2003
--------------- --------------
Deferred tax assets:
Net operating loss carryforward $ 801,059 $ 608,138
--------------- --------------
Total gross deferred tax assets 801,059 608,138
Less valuation allowance 801,059 608,138
--------------- --------------
Net deferred tax assets $ -- $ --
=============== ==============
At December 31, 2004, the Company had a net operating loss carryforward
of approximately $2,289,000 for U.S. Federal income tax purposes
available to offset future taxable income expiring through 2024. The net
change in the valuation allowance during the year ended December 31, 2004
was an increase of $192,921.
NOTE 8 GOING CONCERN
As reflected in the accompanying financial statements, the Company is in
the development stage with a working capital deficiency of $187,826 and a
negative cash flow from operations of $340,252 from inception. This
raises substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue
as a going concern.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
NOTE 9 SUBSEQUENT EVENT
During 2005, the Company received a loan from a stockholder of $44,459
for working capital. The loan bears interest of 8% per annum, is due on
demand and unsecured.
12
CARDIO BIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2005 AND 2004
(UNAUDITED)
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF JUNE 30, 2005 AND 2004 (UNAUDITED)
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE
30, 2005 AND 2004 AND FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO JUNE 30, 2005 (UNAUDITED)
PAGE 3 CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
MAY 28, 2003 (INCEPTION) TO JUNE 30, 2005 (UNAUDITED)
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE
30, 2005 AND 2004 AND FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO JUNE 30, 2005 (UNAUDITED)
PAGES 5 - 10 NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2005 AND 2004
(UNAUDITED)
ASSETS
2005 2004
----------------- ------------------
CURRENT ASSETS
Cash $ 5,098 $ 167,089
----------------- ------------------
Total Current Assets 5,098 167,089
PROPERTY AND EQUIPMENT, NET 26,498 34,242
OTHER ASSETS
Rights to technology, net 1,384,092 1,511,364
----------------- ------------------
TOTAL ASSETS $ 1,415,688 $ 1,712,695
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 17,664 $ --
Due to related party 57,250 67,500
Accrued royalty expense 278,438 6,250
Advance payable -- 100,000
Loans payable- officer 60,251 15,413
----------------- ------------------
TOTAL CURRENT LIABILITIES 413,603 189,163
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 5,000,000 shares authorized, none issued and
outstanding -- --
Common stock, $0.01 par value, 100,000,000 shares authorized, 33,577,509 and
33,349,724 shares issued and outstanding, respectively 335,575 333,497
Additional paid-in capital 3,354,678 3,254,253
Accumulated deficit during development stage (2,688,168) (2,064,218)
----------------- ------------------
Total Stockholders' Equity 1,002,085 1,523,532
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,415,688 $ 1,712,695
================= ==================
See accompanying notes to condensed financial statements.
1
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Period from
May 28, 2003
For the Six Months For the Six Months (Inception) To
Ended June 30, 2005 Ended June 30, 2004 June 30, 2005
-------------------- -------------------- --------------------
OPERATING EXPENSES
Stock issued for services $ -- $ -- $ 1,532,500
General and administrative 12,989 16,681 66,356
Depreciation and amortization 178,481 175,504 374,222
Royalties 125,000 40,625 328,438
Professional fees 4,850 12,009 18,538
Research and development 77,572 82,807 369,612
-------------------- -------------------- --------------------
Total Operating Expenses 398,892 327,626 2,689,666
-------------------- -------------------- --------------------
NET LOSS FROM OPERATIONS (398,892) (327,626) (2,689,666)
OTHER INCOME (EXPENSE)
Interest expense (376) -- (376)
Interest income 108 1,213 2,786
-------------------- -------------------- --------------------
Total Other Income (Expense) (268) 1,213 2,410
-------------------- -------------------- --------------------
LOSS FROM OPERATIONS (399,160) (326,413) (2,687,256)
Provision for Income Taxes -- -- 912
-------------------- -------------------- --------------------
NET LOSS $ (399,160) $ (326,413) $ (2,688,168)
==================== ==================== ====================
Net loss per share - basic and diluted $ (0.01) $ (0.01) $ (0.10)
==================== ==================== ====================
Weighted average number of shares outstanding
during the period - basic and diluted 33,577,509 33,228,177 26,901,954
==================== ==================== ====================
See accompanying notes to condensed financial statements.
2
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE 30, 2005
(UNAUDITED)
Accumulated
Additional Deficit During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
------- ------ ----------- ------------ ------------ -------------- ------------
Common stock issued to founders for
cash ($0.10 per share) -- $ -- 2,500 $ 25 $ 225 $ -- $ 250
Common stock issued for license
($0.10 per share) -- -- 16,500,000 165,000 1,485,000 -- 1,650,000
Common stock issued to officer as
compensation ($0.10 per share) -- -- 7,125,000 71,250 641,250 -- 712,500
Common stock issued for cash
($0.10 per share) -- -- 800,000 8,000 72,000 -- 80,000
Common stock issued for cash
($0.45 per share) -- -- 277,778 2,778 122,222 -- 125,000
Common stock issued to consultant
for services ($0.10 per share) -- -- 8,200,000 82,000 738,000 -- 820,000
Net loss for the period from
May 28, 2003 (inception) to
December 31, 2003 -- -- -- -- -- (1,737,805) (1,737,805)
------- ------ ----------- ------------ ------------ -------------- ------------
Balance, December 31, 2003 -- -- 32,905,278 329,053 3,058,697 (1,737,805) 1,649,945
Common stock issued for cash
($0.45 per share) -- -- 672,231 6,722 295,781 -- 302,503
Net loss, 2004 -- -- -- -- -- (551,203) (551,203)
------- ------ ----------- ------------ ------------ -------------- ------------
Balance, December 31, 2004 -- -- 33,577,509 335,775 3,354,478 (2,289,008) 1,401,245
Net loss for the six months ended
June 30, 2005 -- -- -- -- -- (399,160) (399,160)
------- ------ ----------- ------------ ------------ -------------- ------------
BALANCE, JUNE 30, 2005 -- $ -- 33,577,509 $ 335,775 $ 3,354,478 $ (2,688,168) $ 1,002,085
======= ====== =========== ============ ============ ============== ============
See accompanying notes to financial statements.
3
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Period
from
For the Six For the Six May 28, 2003
Months Ended Months Ended (Inception) To
June 30, 2005 June 30, 2004 June 30, 2005
---------------- ---------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (399,160) $ (526,413) $ (2,688,168)
Adjustments to reconcile net loss to net cash used in operating
activities:
Stock issued for services -- -- 1,532,500
Depreciation and amortization 178,481 175,504 374,222
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses 7,837 (4,913) 17,664
Increase in accrued royalty expenses 125,000 (9,375) 278,438
Increase in accounts payable - related party -- (12,500) 57,250
---------------- ---------------- ------------------
Net Cash Used In Operating Activities (87,842) (177,697) (428,094)
---------------- ---------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment -- (820) (34,812)
Purchase of license rights -- -- (100,000)
---------------- ---------------- ------------------
Net Cash Used In Investing Activities -- (820) (134,812)
---------------- ---------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 200,000 507,753
Advance payable -- 100,000 --
Due to stockholder 44,838 -- 60,251
---------------- ---------------- ------------------
Net Cash Provided By Financing Activities 44,838 300,000 568,004
---------------- ---------------- ------------------
NET INCREASE (DECREASE) IN CASH (43,004) 121,483 5,098
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 48,102 45,606 --
---------------- ---------------- ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,098 $ 167,089 $ 5,098
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Cash paid for income taxes $ 456 $ 456 $ 912
Cash paid for interest $ -- $ -- $ --
================ ================ ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
During 2003, the Company issued 16,500,000 shares of common stock with a fair
value of $1,650,000 for the license rights to the bio-cybernetic technology and
frequency analysis technology.
See accompanying notes to condensed financial statements.
4
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly, they
do not include all the information necessary for a comprehensive
presentation of financial position and results of operations.
It is management's opinion however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results for
the interim period are not necessarily indicative of the results to be
expected for the year.
(B) Organization
CardioBioMedical Corporation (a development stage company) (the
"Company") was incorporated under the laws of the State of Delaware on
May 28, 2003. The Company was organized to commercialize a scientific
technique applying bio-cybernetic principles and frequency analysis in a
non-invasive medical diagnosis of coronary artery disease. Activities
during the development stage include developing and implementing it
business plan and raising capital.
(C) Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required 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 revenues and expenses during the reported
period. Actual results could differ from those estimates.
(D) Income Taxes
The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
5
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
(E) Loss Per Share
Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of June 30, 2005
and 2004, there were no common share equivalents outstanding.
(F) Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments including
accounts payable approximate fair value due to the relatively short
period to maturity for this instrument.
(G) Revenue Recognition
Revenues from the sale of the Company's medical devices are recognized
upon delivery of the equipment and when risk of loss has been transferred
to the customer. The Company recognizes software license fees over the
term of the license.
(H) Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation.
Expenditures for maintenance and repairs are charged to expense as
incurred. Depreciation is provided using the straight-line method over
the estimated useful life of three to five years.
(I) Business Segments
The Company operates in one segment and therefore segment information is
not presented.
(J) Concentrations of Credit Risk
The Company's products require approval from the Food and Drug
Administration prior to commercial sales. The Company's future products
may not receive required approvals. If the Company is denied such
approval, or if such approval is delayed, it would have a materially
adverse impact on the Company's business, results of operations and
financial condition.
(K) Intangible Assets
The Company follows the provisions of FASB Statement No. 142, Goodwill
and Other Intangible Assets. Pursuant to Statement 142, goodwill and
intangible assets acquired in a purchase business combination and
determined to have indefinite useful lives are not amortized, but instead
tested for impairment at least annually in accordance with the provisions
of Statement 142. Statement 142 also requires that intangible assets with
estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for
impairment in accordance with FASB Statement No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets. Intangible assets, which
consist of license rights to patents, are amortized using the
straight-line method over the license rights of 15 years.
6
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
(L) Research and Development
The Company accounts for research and development costs in accordance
with SFAS No. 2, Accounting for Research and Development Costs. Under
SFAS No. 2, all research and development costs must be charged to expense
as incurred. Accordingly, internal research and development costs are
expensed as incurred. Third party research and development costs are
expensed when the contracted work has been performed or as milestone
results have been achieved. Company sponsored research and development
costs related to both present and future products are expensed in the
period incurred.
(M) Impairment of Long-Lived Assets
The Company has adopted SFAS No. 144, which requires that long-lived
assets and certain identifiable intangible assets held and used by the
Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Events relating to recoverability may include significant
unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an
extended period. The Company evaluates the recoverability of long-lived
assets annually. SFAS No. 144 also requires that assets to be disposed of
be reported at the lower of the carrying amount or the fair value less
costs to sell.
(N) Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting
for Real Estate Time-Sharing Transactions - an amendment of FASB
Statements No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary
Assets - an amendment of APB Opinion No. 29," and SFAS No. 123 (revised
2004), "Share-Based Payment," were recently issued. SFAS No. 151, 152,
153 and 123 (revised 2004) have no current applicability to the Company
and have no effect on the financial statements.
7
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
NOTE 2 LOANS PAYABLE - OFFICER
During 2005, the Company received a loan from a stockholder of $44,459
for working capital. The loan bears interest of 8% per annum, is due on
demand and unsecured.
NOTE 3 STOCKHOLDERS' EQUITY
(A) Common Stock Issued for Cash
During 2003, the Company issued 2,500 shares of common stock to its
founder for cash of $250 ($0.10 per share).
During 2003, the Company issued 800,000 shares of common stock for cash
of $80,000 ($0.10 per share).
During 2003, the Company issued 277,778 shares of common stock for cash
of $125,000 ($0.45 per share).
During 2004, the Company issued 672,231 shares of common stock for cash
of $302,503 ($0.45 per share).
(B) Common Stock Issued for Services
During 2003, the Company issued 7,125,000 shares of common stock for
officer compensation valued for financial accounting purposes at $712,500
($0.10 per share) based upon recent cash offering prices.
During 2003, the Company issued 16,500,000 shares of common stock for
licensing rights valued for financial accounting purposes at $1,650,000
($0.10 per share) based upon recent cash offering prices.
During 2003, the Company issued 8,200,000 shares of common stock for
consulting services valued for financial accounting purposes at $820,000
($0.10 per share) based upon recent cash offering prices.
(C) Amendment to Articles of Incorporation
During 2003, the Company amended its Articles of Incorporation to provide
for an increase in its authorized share capital. The authorized capital
stock increased to 100,000,000 common shares at a par value of $0.01 per
share, and 5,000,000 preferred shares at a par value of $0.01 with class
and series designations, voting rights, and relative rights and
preferences to be determined by the Board of Directors of the Company
from time to time.
8
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
NOTE 4 RELATED PARTY TRANSACTIONS
During 2003, the Company issued 7,125,000 shares of common stock to its
President for services with a fair value of $712,500.
During 2003, an officer advanced the Company $15,413 for start-up and
operating expenses. The advance is non-interest bearing, unsecured and
due on demand.
During 2005 and 2004, the Company recorded royalty expenses due to a
related party of $125,000 and $40,625, respectively.
During 2005, an officer loaned the Company $44,459 for working capital.
The loan bears interest at 8%, is unsecured and due on demand.
NOTE 5 COMMITMENTS AND CONTINGENCIES
(A) License Agreement
During 2003, the Company acquired the North America license rights to the
bio-cybernetic technology and frequency analysis technology covered by
U.S. Patent 6,145,228 and copyright TXU 856-320. The license period is
for the life of the patent or for 15 years from the first sale of
products developed using the license rights. The agreement requires a
royalty payment of 5% of all sales after initial sales of $3,000,000 or
50 units, minimum royalties equal to 12.5% of all equity raised in the
fist year and minimum annual royalties of $250,000, thereafter. As of
June 30, 2005, the Company has not sold any products.
(B) Employment Agreement
During 2003, the Company entered into an employment agreement with an
individual to assume the position of Chief Executive Officer and
President for a term of five years at an annual salary of $250,000 upon
the Company raising $500,000 in equity financing, with additional annual
increases of 10% every July 1 over the life of the agreement. The
agreement also calls for the officer to receive fringe benefits and
participate in all Company employment benefits as approved by the Board
of Directors. As of June 30, 2005, the Company has not raised the minimum
equity capital and no salary has been accrued or paid.
9
CARDIOBIOMEDICAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2005
(UNAUDITED)
NOTE 6 GOING CONCERN
As reflected in the accompanying financial statements, the Company is in
the development stage with a working capital deficiency of $408,505 and a
negative cash flow from operations of $428,094 from inception. This
raises substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue
as a going concern.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
10
ADVANCED SPORTS TECHNOLOGIES, INC.
PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JULY 31, 2005
ADVANCED SPORTS TECHNOLOGIES, INC.
PRO FORMA BALANCE SHEETS
JULY 31, 2005
(UNAUDITED)
Historical
Advanced Sports
Technologies, CardioBioMedical Pro Forma
Inc. Corporation Adjustments Pro Forma
--------------- ------------------ ----------- -------------
CURRENT ASSETS
Cash $ 4,564 $ 5,098 $ 9,662
--------------- ------------------ -------------
Total Current Assets 4,564 5,098 9,662
--------------- ------------------ -------------
PROPERTY AND EQUIPMENT - NET -- 26,498 26,498
INTANGIBLE ASSETS -- 1,384,092 1,384,092
--------------- ------------------ -------------
TOTAL ASSETS $ 4,564 $ 1,415,688 $ 1,420,252
=============== ================== =============
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 7,680 $ 17,664 $ 25,344
Accounts payable - related parties 350,000 57,250 407,250
Loans payable - related parties 10,000 60,251 70,251
Royalty payable -- 278,438 278,438
--------------- ------------------ -------------
TOTAL LIABILITIES 367,680 413,603 781,283
--------------- ------------------ -------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.0001 par value, 20,000,000
shares authorized, none issued and outstanding -- -- --
Common stock, $0.0001 par value, 100,000,000
shares authorized, 27,626,259 shares issued and
outstanding 555 335,575 (1) (333,367) 2,763
Additional paid-in capital 286,571 3,354,678 (1) 333,367 3,499,374
(475,242)
Accumulated deficit during development stage (475,242 (2,688,168) (1) 475,242 (2,688,168)
Less deferred compensation (175,000 -- -- (175,000)
--------------- ------------------ -------------
Total Stockholders' Equity (Deficiency) (363,116 1,002,085 638,969
--------------- ------------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY) $ 4,564 $ 1,415,688 $ 1,420,252
=============== ================== =============
See accompanying notes to pro forma financial statements.
1
ADVANCED SPORTS TECHNOLOGIES, INC.
PRO FORMA STATEMENTS OF OPERATIONS
JULY 31, 2005
(UNAUDITED)
Historical
Advanced Sports
Technologies, CardioBioMedical Pro Forma
Inc. Corporation Adjustments Pro Forma
----------------- -------------------- --------------- --------------
REVENUE $ -- $ -- $ --
COST OF GOODS SOLD -- -- --
----------------- -------------------- --------------
GROSS PROFIT -- -- --
----------------- -------------------- --------------
OPERATING EXPENSES
Depreciation and amortization -- 135,016 135,016
Research and development -- 184,305 184,305
Royalty expense 150,000 272,188 (1) (150,000) 272,188
In-kind contribution of services 20,000 -- (1) (20,000) --
Professional fees 4,600 6,064 (1) (4,600) 6,064
General and administrative expenses 3,028 26,928 (1) (3,028) 26,928
----------------- -------------------- --------------
Total Operating Expenses 177,628 624,501 624,501
----------------- -------------------- --------------
LOSS FROM OPERATIONS (177,628) (624,501) (624,501)
OTHER INCOME (EXPENSE)
Interest expense -- (376) (376)
Interest income -- 1,383 1,383
----------------- -------------------- --------------
Total Other Expense -- 1,007 1,007
----------------- -------------------- --------------
LOSS FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES (177,628) (623,494) (623,494)
PROVISION FOR INCOME TAXES -- 456 456
----------------- -------------------- --------------
NET LOSS $ (177,628) $ (623,950) $ (623,590)
================= ==================== ==============
Pro forma net loss per share -
basic and diluted $ (0.02)
==============
Pro forma weighted average number of
shares outstanding - basic and diluted 27,626,259
==============
See accompanying notes to pro forma financial statements.
2
ADVANCED SPORTS TECHNOLOGIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE: (1) To record the reverse merger and recapitalization of
CardioBioMedical Corporation by Advanced Sports Technologies, Inc.
3