SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
DateMarch 1, 2006______________________________
BIOTECH HOLDINGS LTD. _
(Exact name of Registrant as specified in its charter)
#160 - 3751 Shell Road, Richmond, British Columbia, Canada, V6X 2W2 _
(Address of principal executive offices)
Commission file number0-29108 _
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F Yes Form 40-F No
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
No
Biotech Holdings Ltd.
Filed in this Form 6-K
Documents index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BIOTECH HOLDINGS LTD.
By: /s/ Robert Rieveley
Name: Robert Rieveley
Title: Chief Executive Officer
Date: March 1, 2006
BiO
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2005
Head Office:
Suite 160 - 3751 Shell Road
Richmond, British Columbia
Canada V6X 2W2
Telephone: (604) 295-1119
Facsimile: (604) 295-1110
Toll Free: 1-888-216-1111
Website:www.biotechltd.com
E-mail:biotech@direct.ca
Shares Listed
TSX Venture: BIO.V
NASD OTC-BB: BIOHF
Frankfurt Stock Exchange: 925970.F
Biotech Holdings Ltd.
Notice to Shareholders
For the Nine Months December 30, 2005
Responsibility for Financial Statements
The accompanying financial statements for Biotech Holdings Ltd. have been prepared by management in accordance with Canadian generally accepted accounting principles. The most significant accounting principles are set out in the March 31, 2005 audited financial statements. Only changes in accounting information have been disclosed in these financial statements. Estimates and approximations have been made using careful judgement. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been presented fairly.
Auditor Involvement
The auditor of Biotech Holdings Ltd. has not performed a review of the unaudited financial statements for the nine months and the quarter ended December 31, 2005 and December 31, 2004.
Forward-looking Information
Forward looking statements in the management discussion and analysis ("MD&A") and the Report to Shareholders, including statements regarding the Company^s business which are not based on historical facts, are made pursuant to the "safe harbour" provisions of the United States Securities Litigation Reform Act of 1995 and pursuant to Form 51-102F1 of National Instrument 51-102 as implemented in rules, regulations, and policies of Canadian securities regulatory authorities. These Quarterly Financial Statements contain certain forward-looking statements and information relating to Biotech Holdings Ltd. that are based upon the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-l ooking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements.
Management Discussion and Analysis
Discussion of Operations and Financial Condition
These consolidated financial statements have been prepared in accordance with the Canadian Institute of Chartered Accountants (CICA) Standards for interim financial statements and with Canadian generally accepted accounting principles applicable to a going concern. Accordingly, these financial statements reflect the carrying value of assets and liabilities, the reported revenues and expenses and balance sheet classifications on the basis that the going concern assumption is appropriate. If this assumption were not appropriate, adjustments could be material. Interim financial statements do not include all the disclosure requirements for annual financial statements and, accordingly, should be read in conjunction with the Company^s audited financial statements dated March 31, 2005.
Operating Results
The following table highlights the Company^s quarterly results from operations for the current and last fiscal year:
Quarter Ended | June 30, 05 | Sept 30, 05 | Dec 31, 05 | Mar 31, 06 | Total Year |
Revenues | $ 123,411 | $ 211,654 | $ 119,540 | $ 454,605 | |
Cost of Sales | 40,626 | 39,994 | 38,446 | 119,066 | |
Gross Profit | 82,785 | 171,660 | 81,094 | 335,539 | |
General, Administrative | |||||
and Selling Expenses | 178,075 | 226,623 | 157,894 | 562,592 | |
Private Placement Fees | 61,907 | 0 | 2,738 | 64,645 | |
Amortization | 152,480 | 152,480 | 152,481 | 457,441 | |
Professional Fees | 27,058 | 692 | 32,372 | 60,122 | |
Interest Expense | 13,989 | 14,318 | 14,144 | 42,451 | |
Stock-based compensation | 74,610 | 74,610 | 83,695 | 232,915 | |
Loss before under-noted items | (425,334) | (297,063) | (362,230) | (1,420,166) | |
Non-controlling interest share | (17,165) | 17,165 | 0 | 0 | |
Profit (Loss) from Discontinued | |||||
Operations | 13,224 | 0 | 0 | 13,224 | |
Loss for the period | (429,275) | (279,898) | (362,230) | (709,173) | |
Outstanding Common Shares | 92,229,512 | 92,229,512 | 92,229,512 | 92,229,512 | |
Loss per share | (0.01) | (0.00) | (0.00) | (0.01) | |
Quarter Ended | June 30, 04 | Sept 30, 04 | Dec 31, 04 | Mar 31, 05 | Total Year |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
General, Administrative | |||||
and Selling Expenses | 162,065 | 160,301 | 164,638 | 156,657 | 643,661 |
Amortization | 152,983 | 154,131 | 152,191 | 153,125 | 612,430 |
Professional Fees | 2,453 | 6,749 | 25,701 | 6,625 | 41,528 |
Interest Expense | 16,890 | 17,062 | 15,817 | 21,236 | 71,005 |
Stock-based compensation | 0 | 65,250 | 26,344 | 294,910 | 386,504 |
Loss before under-noted items | (334,391) | (403,493) | (384,691) | (632,553) | (1,755,128) |
Profit (Loss) from Discontinued | |||||
Operations | 0 | 0 | 0 | 239,057 | 239,057 |
Loss for the period | (334,391) | (403,493) | (384,691) | (393,496) | (1,516,071) |
Outstanding Common Shares | 87,935,219 | 88,209,719 | 90,034,310 | 90,134,310 | 90,134,310 |
Loss per share | (0.00) | (0.01) | (0.00) | (0.01) | (0.02) |
Management Discussion and Analysis
Discussion of Operations and Financial Condition
Operating Results (Continued)
Year to date Discussion
Shipments of the Company^s Type II Diabetes drug Sucanon started in December 2004. Due to unexpected delays in the launch of the TV advertising campaign for Sucanon, it was felt that a retailer would have had a reasonable expectation that the advertising should have started sooner and that the Company therefore had future performance obligations to meet prior to recognizing the $50,278 sales to March 31, 2005. The shipments from December 2004 to June 30, 2005 were therefore recognized as revenue in the quarter ended June 30, 2005, when the TV advertising campaign began.
Operating expenses totaled $1,420,166 representing a $297,591 (21.0%) increase from the $1,122,575 expenses incurred in the 9 months ended December 31, 2004.
General, administrative and selling expenses increased from $487,004 to $562,592 ($75,588 or 15.5%) in the nine-month period. The Company deals exclusively in US Dollars in Mexico. Due to the strengthening of the Canadian dollar against the US dollar, the Company had a $58,497 Foreign Exchange loss, which accounted for most of the increase in General, administrative and selling expenses.
Stock-based compensation expenses of $232,915 (2004: $91,594) and a one-time finder^s fee of $64,645 for the private placement issued in the first quarter accounted for most of the remaining $222,003 increase in operating expenses. Professional fees, which included legal and audit fees and consulting fees, increased from $34,903 to $60,122.
The loss for the nine-month period was $1,071,403 (2004: $1,122,575) and the loss per common share was $0.01 for both periods.
Quarterly Comparison
Revenues from the sale of Sucanon in the 3 months ended December 31, 2005 were $119,540 which resulted in a Gross Profit of $81,094. There were no revenues in the same 3-month period ended December 31, 2004.
Sales of $119,540 represents a decline of $92,114 (43.5%) from the $211,654 sales reported in the quarter ended September 30, 2005. The major reasons for this decline in sales were the second quarter sales included initial orders from major Mexican retailers including Costco and Wal-Mart and the Company^s product promotional activities were concentrated on in-store marketing rather than TV and radio advertising. The in-store marketing took place during the Christmas period and re-orders for Sucanon sold in the period are not expected to be realized until the quarter ended March 31, 2006.
Operating expenses totaled $443,324 representing a $58,633 (15.2%) increase from the $384,691 expenses incurred in the quarter ended December 31, 2004. Most of this increase was due to $57,351 in stock-based compensation expense and the cost of operating our office in Mexico.
The loss for the quarter was $362,230 (2004: $384,691) and the loss per common share was less than $0.01 for both periods.
Management Discussion and Analysis
Discussion of Operations and Financial Condition
Financial Highlights
During the nine-months ended December 31, 2005, operating activities used $1,158,647 (2004: $647,237) in cash. Accounts receivable of $154,513 were from sales of Sucanon. The majority of the $636,602 increase in Amounts Receivable was due to advances paid to the Company^s unrelated marketing company in Mexico for the advertising campaign. These amounts are collectable once the sales of Sucanon reach a specified level in Mexico.
Financing activities provided $812,988 (2004: $840,859) in cash flow mainly through the issuance of shares. In November 2005, the Company received $118,160 ($100,000 USD) from a related party for a private placement. The private placement was subject to the approval of the TSX Venture Exchange and was for the purchase of 984,666 common shares at $0.12 per share. The purchase includes warrants to purchase 984,666 common shares at $0.16 per share until November 7, 2007.
Investing activities provided $46,730 (2004: $20,072) in cash. As a result cash decreased $298,931 (2004: increased $213,694) in the nine month period. As at December 31, 2005, the working capital deficiency was $1,353,205 (December 31, 2004: $1,644,095).
Management plans to raise debt and equity capital on a private placement basis to finance the operating and capital requirements of the Company. It is management^s intention to continue using debt and equity to finance planned capital expansion and initial market development in Latin America and other markets and operations until such time as the Company^s operations are self-sustaining.
During the 9 months ended December 31, 2005, the Company issued 75,000 common shares through the exercising of common share options for $17,250. The Company also issued 2,020,202 common shares for $621,181 through a private placement. As a result, Common Shares was increased by $638,431 (from 90,134,310 to 92,229,512 common shares issued and outstanding). After taking into account the $1,071,403 loss in the 9 months and the above share issuances, the Shareholders^ deficiency increased from $678,184 as at March 31, 2005 to $878,241 as at December 31, 2005.
Corporate Developments
On December 6th, 2005, the TSX Venture Exchange halted trading in the common shares of the Company in Canada pending the appointment of two independent directors to the Company^s board of directors who are satisfactory to the Exchange, including possessing the requisite degree of positive public company experience. Currently, the Exchange is reviewing proposed directors identified by the Company to determine suitability. In addition, the Company announced the resignation of Dr. Geoff Herring to provide room on the board of directors for the new appointments, to allow Dr. Herring to pursue his other interests. Dr. Herring will continue to be a consultant to the Company.
On January 19, 2006, the Company announced that it had presented one candidate who was accepted by the Exchange, subject to the receipt of acceptable background searches. The Company is presenting a second candidate.
On February 3, 2006, the Exchange suspended trading pending the resolution of the appointment of the two independent directors referred to above.
Biotech Holdings Ltd.
Consolidated Balance Sheet
As at | Dec. 31 | Mar 31, | |
2005 | 2005 | ||
(unaudited) | (audited) | ||
ASSETS | |||
Current Assets | |||
Cash | $ 141,673 | $ 440,604 | |
Accounts receivable | 154,513 | 0 | |
Amounts receivable | 636,602 | 89,317 | |
Inventory | 42,866 | 38,852 | |
Deposits and prepaid expenses | 3,450 | 0 | |
979,104 | 568,773 | ||
Property Plant and Equipment | |||
Continuing operations | 128,941 | 141,098 | |
Held for resale | 1 | 33,506 | |
Patent Interests | 570,365 | 1,015,650 | |
$ 1,678,411 | $ 1,759,027 |
LIABILITIES & SHAREHOLDERS^ (DEFICIENCY)
LIABILITIES | |||
Current | |||
Accounts payable and | |||
accrued liabilities | $ 1,417,660 | $ 1,472,776 | |
Due to related parties - secured | 478,267 | 451,166 | |
- unsecured | 318,222 | 288,926 | |
Private placement funds deposit | 118,160 | -0- | |
2,332,309 | 2,212,868 | ||
Note payable | 224,343 | 224,343 | |
2,556,652 | 2,437,211 | ||
SHAREHOLDERS^ (DEFICIENCY) | |||
Share Capital | |||
Common shares | 25,733,318 | 25,089,637 | |
Convertible Preferred Shares | 1,380,691 | 1,380,691 | |
Contributed Surplus | 737,951 | 510,286 | |
Deficit | (28,730,201) | (27,658,798) | |
(878,241) | (678,184) | ||
$ 1,678,411 | $ 1,759,027 | ||
Interim financial statements do not include all the disclosure requirements for annual financial statements and, accordingly, should be read in conjunction with the Company^s audited financial statements dated March 31, 2005.
Biotech Holdings Ltd.
Consolidated Statements of Operations and Deficit
9 Months to | 9 Months to | 3 Months to | 3 Months to | |
Dec. 31 | Dec. 31 | Dec. 31 | Dec. 31 | |
2005 | 2004 | 2005 | 2004 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Sales | $ 454,605 | $ 0 | $ 119,540 | $ 0 |
Cost of Sales | 119,066 | 0 | 38,446 | 0 |
335,539 | 0 | 81,094 | ||
General, administrative | ||||
and selling | 562,592 | 487,004 | 157,894 | 164,638 |
Amortization | 457,441 | 459,305 | 152,481 | 152,191 |
Stock-based compensation | 232,915 | 91,594 | 83,695 | 26,344 |
Professional fees | 60,122 | 34,903 | 32,372 | 25,701 |
Private placement finders fee | 64,645 | 0 | 2,738 | 0 |
Interest | 42,451 | 49,769 | 14,144 | 15,817 |
1,420,166 | 1,122,575 | 443,324 | 384,691 | |
Loss from continuing operations: | (1,084,627) | (1,122,575) | (362,230) | (384,691) |
Non-controlling interest share of profit | 0 | 0 | 0 | 0 |
Gain from sale of equipment | 13,224 | 0 | 0 | 0 |
Loss for the period | (1,071,403) | (1,122,575) | (362,230) | (384,691) |
Deficit, beginning of period | (27,658,798) | (26,142,727) | (28,367,971) | (26,880,611) |
Deficit, end of period | (28,730,201) | (27,265,302) | (28,730,201) | (27,265,302) |
Basic and Fully Diluted Loss per | ||||
Common Share | ||||
From continuing operations | (0.01) | (0.01) | (0.00) | (0.00) |
From discontinued operations | 0.00 | 0.00 | 0.00 | 0.00 |
On December 31, 2005 there were 92,229,512 (2004: 90,034,310) common shares issued and outstanding.
Also, there were 13,806,907 (2004: 13,806,907) Series I Convertible Preferred Shares issued and outstanding. These preferred shares are voting and are convertible into Common Shares on a 1:1 basis. They have a cumulative cash dividend of 8% of the original amount contributed plus accrued interest.
Biotech Holdings Ltd.
Consolidated Statements of Cash Flow
9 Months to | 9 Months to | 3 Months to | 3 Months to | |
Dec. 31 | Dec. 31 | Dec. 31 | Dec. 31 | |
2005 | 2004 | 2005 | 2004 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Operating Activities: | ||||
Loss for the period | $ (1,071,403) | $ (1,122,575) | $ (362,230) | $ (384,691) |
Add (Deduct): | ||||
Amortization | 457,441 | 459,305 | 152,481 | 152,191 |
Stock-based compensation | 232,915 | 91,594 | 83,695 | 65,250 |
Gain from sale of equipment | (13,224) | 0 | 0 | 0 |
(394,271) | (571,676) | (126,054) | (206,156) | |
Add (Deduct) changes in: | ||||
Accounts Receivable | (154,513) | 0 | 80,117 | 0 |
Amounts Receivable | (547,285) | (67,942) | (97,823) | (73,750) |
Inventory | (4,014) | (43,537) | (8,046) | (43,537) |
Deposits and prepaid expenses | (3,450) | 11,450 | 0 | 13,916 |
Accounts Payable | (55,116) | 24,468 | (3,396) | 78,062 |
(1,158,647) | (647,237) | (155,202) | (231,465) | |
Financing Activities: | ||||
Due to Related Parties | 56,397 | (152,788) | (9,029) | (202,457) |
Private Placement funds received | ||||
from Related Party | 118,160 | 0 | 118,160 | 0 |
Issuance of Common Shares | 638,431 | 993,647 | 0 | 850,657 |
812,988 | 840,859 | 109,131 | 648,200 | |
Investing Activities: | ||||
Acquisition of Capital Assets | 0 | (5,422) | 0 | (1) |
Proceeds from sale of equipment | 46,730 | 25,494 | 0 | 25,494 |
46,730 | 20,072 | 0 | 25,493 | |
Increase (Decrease) in Cash | (298,931) | 213,694 | (46,071) | 442,228 |
Cash, beginning of period | 440,604 | 376,631 | 187,744 | 148,097 |
Cash, end of period | $ 141,673 | $ 590,325 | $ 141,673 | $ 590,325 |
Biotech Holdings Ltd.
Notes to the Consolidated Interim Financial Statements
December 31, 2005
The Company^s business focus remains the development and distribution of the Company^s Type II Diabetes drug, particularly in Mexico and Latin America.
These consolidated financial statements are stated in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in Canada, on a going-concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. They do not include any adjustments to the recoverability and classification of recorded asset amounts and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has incurred recurring operating losses and has an accumulated deficit of $28,367,971 and a Shareholders^ Deficiency of $599,706 at December 31, 2005. These factors, among others, raise substantial doubt about the Company^s ability to be able to continue as a going concern. The future of the Company and the realization of its asset values will depend upon the Company^s ability to obtain adequate financing and continuing support from shareholders and creditors including ref inancing and to attain profitable operations.
Management plans to raise debt and equity capital on a private placement basis to finance the operating and capital requirements of the Company. It is management^s intention to continue using debt and equity to finance planned capital expansion and initial market development in Latin America and other markets and operations until such time as the Company^s operations are self-sustaining.
While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for operations.
2. Basis of presentation and summary of significant accounting policies
The Summary of Significant Accounting Policies found in the audited financial statements dated March 31, 2005 should be read in conjunction with these interim financial statements. These interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements except as noted below.
Revenue Recognition
The Company^s principal revenue is derived from its Type II diabetes drug (Sucanon) currently sold in Mexico. The Company has entered into agreements with two non-related companies in Mexico. The first company manufactures and packages the tablets from a pre-mix of active ingredients manufactured by the Company in Canada. The second company markets the drug. The Company also has an agreement with an internet marketing company to final consumers in agreed Western Hemisphere countries.
Revenue from product sales is recognized upon the delivery of the product to a retailer or final consumer when persuasive evidence of an arrangement exists, the price is fixed or determinable and collection is reasonably assured and the Company has no future performance obligations under any licensing agreement or other significant post-delivery obligations.
The Company began shipping Sucanon to retailers in Mexico in December, 2004. There were unexpected delays in the launch of the TV advertising campaign for Sucanon until May 26, 2005. It was felt that a retailer would have had a reasonable expectation that the advertising should have started sooner and that the Company therefore had future performance obligations to meet prior to recognizing the $50,278 sales to March 31, 2005. The shipments from December 2004 to June 30, 2005 have therefore been recognized as revenue in the quarter under review, when the TV advertising campaign began.
Biotech Holdings Ltd.
Notes to the Consolidated Interim Financial Statements (Continued)
December 31, 2005
Authorized
The Company is authorized to issue an unlimited number of Series Convertible Preferred shares and common shares without par value. The preferred shares are voting and are convertible into Common Shares on a 1:1 basis. They have a cumulative cash dividend of 8% of the original amount contributed plus accrued interest.
Issued and outstanding | Price per | Number of | $ | Number of | $ | |
Share | Common | Common | Preferred | Preferred | ||
$ | Shares | Shares | Shares | Shares | ||
Balance March 31, 2004 | 87,542,219 | 24,043,775 | 13,806,907 | 1,380,691 | ||
Issued in previous fiscal year: | ||||||
Common Shares issued for: | ||||||
Cash | ||||||
by private placement | 0.500 | 1,528,480 | 764,240 | |||
by stock options | 0.210 | 952,500 | 201,740 | |||
by share warrants | 0.375 | 111,111 | 41,667 | |||
Options exercised for which stock-based | ||||||
compensation has been recorded | 38,215 | |||||
Balance March 31, 2005 | 90,134,310 | 25,089,637 | 13,806,907 | 1,380,691 | ||
Issued in period: | ||||||
Common Shares issued for: | ||||||
Cash | ||||||
by private placement | 0.307 | 2,020,202 | 621,181 | |||
by stock options | 0.230 | 75,000 | 17,250 | |||
by share warrants | ||||||
Options exercised for which stock-based | ||||||
compensation has been recorded | 5,250 | |||||
Balance December 31, 2005 | 92,229,512 | 25,733,318 | 13,806,907 | 1,380,691 | ||
Securities issued in the period:
Private Placement and Warrants Granted and exercised in the period
During the 9 months ended December 31, 2005, the Company received $621,181 for a private placement. As a result of the private placement, 2,020,202 shares were issued at $0.307 ($0.2475 USD) per share along with 2,020,202 warrants exercisable at $0.400 ($0.33 USD) each exercisable until October 6, 2006.
In November 2005, the Company received $118,160 ($100,000 USD) from a related party for a private placement. The private placement was subject to the approval of the TSX Venture Exchange and was for the purchase of 984,666 common shares at $0.12 per share. The purchase includes warrants to purchase 984,666 common shares at $0.16 per share until November 7, 2007. Subsequent to December 31, 2005, the TSX Venture Exchange approved this private placement.
Stock Options Exercised in the period
During the 9 months ended December 31, 2005, the following stock options were exercised:
Exercise Total Total Employees Non-employees
Price Proceeds Number Number of Number of
of Shares Shares Shares
$0.23 $ 17,250 75,000 0 75,000
Biotech Holdings Ltd.
Notes to the Consolidated Interim Financial Statements (Continued)
December 31, 2005
3. Share Capital (continued)
Outstanding Options
During both the quarter and 9 months ended December 31, 2005, 50,000 stock options at $0.14 per share expired; 220,000 stock options at $0.55 per share were cancelled; 896,000 stock options at $0.25 per share set to expire on January 2, 2006 were cancelled and 896,000 stock options at $0.16 per share were granted. The new options were granted on November 24, 2005, vest on March 25, 2006 and expire on November 24, 2007.
The following stock options were outstanding at December 31, 2005:
Total | Employees | ||
Exercise Price and expiry date | Number | Directors & | Consultants |
Officers | |||
$0.54 Aug 11, 2006 | 75,000 | 75,000 | 0 |
$0.66 Aug 26, 2006 | 150,000 | 0 | 150,000 |
$0.55 Mar 24, 2006 | 495,000 | 420,000 | 75,000 |
$0.55 Mar 24, 2007 | 700,000 | 600,000 | 100,000 |
$0.55 Mar 24, 2008 | 1,190,000 | 1,060,000 | 130,000 |
$0.16 Nov 25, 2007 | 896,000 | 560,000 | 336,000 |
Outstanding as at Dec 31, 2005 | 3,506,000 | 2,715,000 | 791,000 |
A breakdown of outstanding options as at December 31, 2005 to Directors and Officers was as follows:
Grant Date | 24-Nov-04 | 24-Nov-04 | 24-Nov-04 | 24-Nov-05 | ||
Exercise Date | 24-Apr-05 | 24-Apr-06 | 24-Apr-07 | 24-Apr-06 | ||
Expiry Date | 24-Mar-06 | 24-Mar-07 | 24-Mar-08 | 24-Nov-07 | ||
Option Price | $0.55 | $0.55 | $0.55 | $0.16 | Total | |
Cheryl Rieveley | Director | 70,000 | 90,000 | 120,000 | 90,000 | 370,000 |
Gale Belding | Director | 70,000 | 90,000 | 120,000 | 0 | 280,000 |
Johan de Rooy | Director | 50,000 | 70,000 | 100,000 | 90,000 | 310,000 |
Robert Rieveley | Director & C.E.O. | 150,000 | 200,000 | 500,000 | 190,000 | 1,040,000 |
Lorne Brown | C.F.O. | 40,000 | 50,000 | 60,000 | 190,000 | 340,000 |
TOTAL | 380,000 | 500,000 | 900,000 | 560,000 | 2,340,000 |
Outstanding Warrants to Purchase Common Shares
Expiry Date | Exercise Price | Total Outstanding | Directors & Officers | Other |
January 27, 2006 | $0.375 | 1,286,481 | 750,000 | 536,481 |
October 26, 2006 | $0.550 | 1,528,480 | 480,000 | 1,048,480 |
October 6, 2006 | $0.400 ($0.33 USD) | 2,020,202 | 2,020,202 | 0 |
TOTAL | 4,835,163 | 3,250,202 | 1,584,961 |
During the period warrants to purchase 429,185 common shares at $0.375 per share were cancelled.
Outstanding Warrants to Purchase Preferred Shares
No preferred share warrants were outstanding on December 31, 2005.
Biotech Holdings Ltd.
Notes to the Consolidated Interim Financial Statements (Continued)
December 31, 2005
Using the fair value method to value stock options, $232,915 was recorded to stock-based compensation expense. This amount was determined using a Black-Scholes option pricing model assuming no dividends are to be paid, vesting occurring on the date of grant, exercising on the last day before expiry, a weighted average volatility of the Company^s share price of 100% and a weighted average risk free rate of 3.69%
During the 9 months ended December 31, 2005 a total of 75,000 (2004: 852,500) stock options were exercised for total proceeds of $17,250 (2004: $187,740).
5. Related party transactions
The following expenses were incurred with non-arms length parties in the nine months ended December 31, 2005
Nine months ended | Quarter ended | |
December 31, 2005 | December 31, 2005 | |
Management fees paid and accrued | ||
to an officer | $ 108,000 | $ 36,000 |
Salaries to Directors and Officers | $ 106,000 | $ 36,000 |
Interest accrued on Notes Payable due to | ||
related parties | $ 42,451 | $ 14,144 |
Services provided by companies controlled | ||
by Directors | $ 60,391 | $ 38,923 |
6. General Administrative and Selling Expenses:
A more detailed breakdown of this operating expense category is as follows:
Nine months ended | Quarter Ended | ||
December 31, 2005 | December 31, 2005 | ||
Salaries and Benefits | $ 128,565 | $ 42,054 | |
Management Fees | 100,935 | 33,645 | |
Investor Relations | 69,868 | 14,130 | |
Office Expenses - Mexico | 64,919 | 27,752 | |
Foreign Exchange | 58,497 | (4,937) | |
Office Rent, Maintenance | |||
and Utilities | 42,274 | 14,707 | |
Communication, Travel and | |||
Promotion | 52,462 | 15,895 | |
Head Office Expenses | 15,590 | 5,807 | |
Stock Exchange and Transfer | |||
Agent Fees | 27,660 | 7,019 | |
Commissions and Royalties | 1,822 | 1,822 | |
Total | $ 562,592 | $157,894 |
List of Directors as at December 31, 2005:
Robert B Rieveley
Gale V. Belding
Johan de Rooy, FCA
Cheryl Rieveley
List of Officers as at December 31, 2005:
Robert B Rieveley, Chief Executive Officer
Lorne D. Brown, Chief Financial Officer
