UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2006
_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
INTERACTIVE THERAPEUTICS, INC.
(FORMERLY TABATHA I, INC.)
(Name of small business in its charter)
Colorado | 0-31743 | 84-1536517 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| |
1117 Herkimer Street, Houston, Texas | 77008 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 802-2944
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [__]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Applicable only to issuers involved in bankruptcy proceedings during the past five years:
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes [__] No [X]
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 81,352,500 as of April 29, 2008
Transitional Small Business Disclosure Format (Check one): Yes [__] No [X]
EXPLANATORY NOTE
Interactive Therapeutics is filing this amendment to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 solely for the purpose of checking the correct box on the cover page.
| INTERACTIVE THERAPEUTICS, INC. |
(FORMERLY TABATHA I, INC.)
INDEX TO FORM 10-QSB
September 30, 2006
Part I | Financial Information |
| | | |
| | | |
| Item 1. | Financial Statements | |
| | | |
| | Consolidated Balance Sheets September 30, 2006 (unaudited) | |
| | and March 31, 2006 | 3 |
| | | |
| | Consolidated Statements of Operations (unaudited) | |
| | Three and Six Ended Months September 30, 2006 and 2005 | |
| | Inception (February 15, 2005) through September 30, 2006 | 4 |
| | | |
| | Consolidated Statements of Cash Flows (unaudited) | |
| | Six Months Ended September 30, 2006 and 2005 | |
| | Inception (February 15, 2005) through September 30, 2006 | 5 |
| | | |
| | Notes to Unaudited Consolidated Financial Statements | 6 |
| | | |
| Item 2. | Management’s Discussion and Analysis of Results of | |
| | Operations and Financial Condition | 9 |
| | | |
| Item 3. | Controls and Procedures | 12 |
| | | |
Part II | Other Information | |
| | | |
| Item 1. | Legal Proceedings | 13 |
| | | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| | | |
| Item 3. | Defaults Upon Senior Securities | 13 |
| | | |
| Item 4. | Submission of Matters to a Vote of Security Holders | 13 |
| | | |
| Item 5. | Other Information | 13 |
| | | |
| Item 6. | Exhibits | 14 |
| | | |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERACTIVE THERAPEUTICS, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(A Developmental Stage Company)
(Formerly Tabatha I, Inc.)
| | | | | | |
| | September 30, | | | March 31, | |
| | 2006 | | | 2006 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
| | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 6,405 | | | $ | 1,944 | |
Total assets | | | 6,405 | | | | 1,944 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | | 78,625 | | | | 75,007 | |
Convertible notes payable | | | 25,000 | | | | -- | |
Total current liabilities | | | 103,625 | | | | 75,007 | |
| | | | | | | | |
Shareholders' deficit: | | | | | | | | |
Preferred stock, no par value, 10,000,000 shares authorized, | | | | | | | | |
no shares issued or outstanding | | | -- | | | | -- | |
Common stock, no par value, 500,000,000 shares authorized, | | | | | | | | |
81,352,500 issued and outstanding at September 30, 2006 and | | | | | | | | |
March 31, 2006, respectively | | | 1,000 | | | | 1,000 | |
Deficit accumulated in the developmental stage | | | (98,220 | ) | | | (74,063 | ) |
Total shareholders’ deficit | | | (97,220 | ) | | | (73,063 | ) |
Total liabilities and shareholders' deficit | | $ | 6,405 | | | $ | 1,944 | |
See accompanying notes to unaudited consolidated financial statements.
INTERACTIVE THERAPEUTICS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(A Developmental Stage Company)
(Formerly Tabatha I, Inc.)
(Unaudited)
| | | | | | | | | | | | | | Cumulative from Inception | |
| | Three Months Ended | | | Six Months Ended | | | (February 15, 2005) to | |
| | September 30, 2006 | | | September 30, 2005 | | | September 30, 2006 | | | September 30, 2005 | | | September 30, 2006 | |
| | | | | | | | | | | | | | | |
General and administrative expenses | | $ | 11,264 | | | $ | 3,697 | | | $ | 23,615 | | | $ | 10,024 | | | $ | 97,678 | |
| | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | (11,264 | ) | | | (3,697 | ) | | | (23,615 | ) | | | (10,024 | ) | | | | ) |
| | | | | | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (542 | ) | | | -- | | | | (542 | ) | | | -- | | | | (542 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | ( 11,806 | ) | | $ | (3,697 | ) | | $ | (24,157 | ) | | $ | (10,024 | ) | | $ | (98,220 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss per share: | | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares | | | | | | | | | | | | | | | | | | | | |
outstanding: | | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | 81,352,500 | | | | 61,860,837 | | | | 81,352,500 | | | | 61,860,837 | | | | | |
See accompanying notes to unaudited consolidated financial statements.
INTERACTIVE THERAPEUTICS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Formerly Tabatha I, Inc.)
(Unaudited)
| | | | | Cumulative from Inception | |
| | Six Months Ended | | | (February 15, 2005) | |
| | September 30, 2006 | | | September 30, 2005 | | | to September 30, 2006 | |
Cash flows from operating activities: | | | | | | | | | |
Net loss | | $ | (24,157 | ) | | $ | (10,024 | ) | | $ | (98,220 | ) |
| | | | | | | | | | | | |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | | | | | |
Changes in assets and liabilities: | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | 3,618 | | | | 10,024 | | | | 78,625 | |
Net cash used in operating activities | | | (20,539 | ) | | | -- | | | | (19,595 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities | | | -- | | | | -- | | | | -- | |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from issuance of convertible notes | | | 25,000 | | | | -- | | | | 25,000 | |
Collection of stock subscription receivable | | | -- | | | | 1,000 | | | | 1,000 | |
Net cash provided by financing activities | | | 25,000 | | | | 1,000 | | | | 26,000 | |
| | | | | | | | | | | | |
Net increase in cash | | | 4,461 | | | | 1,000 | | | | 6,405 | |
| | | | | | | | | | | | |
Cash and cash equivalents, beginning of period | | | 1,944 | | | | -- | | | | -- | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 6,405 | | | $ | 1,000 | | | $ | 6,405 | |
| | | | | | | | | | | | |
Supplemental cash flow information: | | | | | | | | | | | | |
Interest paid | | $ | -- | | | $ | -- | | | $ | -- | |
Taxes paid | | $ | -- | | | $ | -- | | | $ | -- | |
See accompanying notes to unaudited consolidated financial statements.
INTERACTIVE THERAPEUTICS, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
(Formerly Tabatha I, Inc.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Interactive Therapeutics, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Interactive Therapeutics, Inc., all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended September 30, 2006 and 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-KSB for the fiscal year ended March 31, 2006.
Note 2. Organization and Nature of Business
Interactive Therapeutics, Inc., (formerly Tabatha I, Inc.) a company in the developmental stage (the “Company” or “Interactive”), was originally incorporated on March 17, 2000, in the State of Colorado. The Company is a small business issuer that has not conducted business operations nor had revenues from operations in each of its last two fiscal years. The Company was a "blank check" or "shell" company whose business plan was to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has no capital, and it is unlikely that it will be able to take advantage of more than one such business opportunity.
On February 25, 2005, the Company closed on a transaction acquiring all of the common stock of Zigen, Inc., a Texas corporation (“Zigen”), pursuant to an exchange agreement by and among the Company, Zigen and the stockholders of Zigen (the “Exchange Agreement”). As a result of the Exchange Agreement, Zigen became a wholly-owned subsidiary of the Company. Zigen was incorporated in the State of Texas on February 15, 2005. References herein to the Company include Zigen.
As a result of the closing of the Exchange Agreement, the Company issued an aggregate of 73,000,000 shares of its common stock to the former shareholders of Zigen (in exchange for all the outstanding capital stock of Zigen), resulting in the former shareholders of Zigen owning approximately 89.8% of the issued and outstanding Company common stock. The Company issued 66,430,000 shares of its common stock to Silver Star Holdings Trust of which Kevan Casey is Trustee and 6,570,000 shares of its common stock to Carl A. Chase, the former shareholders of Zigen. Additionally, Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was appointed to serve as chief executive officer, principal accounting officer and a director. Effective September 13, 2005, Mr. Casey resigned as a member of the board of directors and officer to devote attention to his commitments with his other business interests and Bradley Serres was appointed to serve as a director. Mr. Serres will be issued 100,000 shares of the Company’s restricted common stock for his one year tenure as a director, which the Company has valued at $24,000.
Effective July 25, 2005, the Company changed its name to Interactive Therapeutics, Inc. to more accurately reflect the business it intends to enter subsequent to the merger with Zigen and will focus its efforts for growth in the area of biotechnology.
Note 3. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany transactions and account balances have been eliminated.
Stock Options
On May 25, 2005, the Board of Directors adopted the 2005 Stock Option Plan (the “2005 Plan”), which allows for the issuance of up to 6,000,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success. On June 23, 2005, the Board of Directors increased the number of stock options for issuance under the 2005 Plan to 8,000,000. The 2005 Plan was approved by the shareholders of the Company on July 22, 2005. As of September 30, 2006, there were no stock options outstanding pursuant to the 2005 Plan.
During December 2002, the FASB issued SFAS No. 148. Statement 148 establishes standards for two alternative methods of transition to the fair value method of accounting for stock-based employee compensation of FASB SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”). SFAS 148 also amends and augments the disclosure provisions of SFAS 123 and Accounting Principles Board Opinion 28 "Interim Financial Reporting" to require disclosure in the summary of significant accounting policies for all companies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. The transition standards and disclosure requirements of SFAS 148 are effective for fiscal years and interim periods ending after December 15, 2002. The Company has adopted only the disclosure provisions of this statement. The Company accounts for non-employee stock option expense in accordance with SFAS 123 and EITF 96-18.
Recently Issued Accounting Standards
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing this new standard to determine the effects, if any, on its results of operations or financial position.
In December 2004, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (SFAS 123R). This statement revises SFAS No. 123, supersedes APB No. 25, and requires companies to recognize the cost of employee stock options and other awards of stock-based compensation based on the fair value of the award as of the grant date. The effective date of this pronouncement is as of the beginning of the first interim or annual period that begins after December 15, 2005. The Company is evaluating whether the adoption of FASB No. 123R will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
The Company has considered other recent accounting pronouncements and believes that the adoptions of these pronouncements have not had, and will not have, any material impact on the Company’s financial position or results of operations.
Note 4. Common Stock
Zigen issued 1,000 shares of common stock to its founding stockholders in exchange for $1,000 in cash. On February 25, 2005, the founding stockholders exchanged 100% of their common stock for approximately 89.8% of the Company as discussed in Note 1.
Note 5. Convertible Notes Payable
In July 2006, the Company authorized the issuance and sales of an aggregate principal amount of $500,000 in the form of convertible notes.
On July 13, 2006, the Company sold a convertible note with the gross proceeds of $25,000 to a shareholder. The promissory note bears interest at 8% per annum that will be paid quarterly until the notes are converted into common stock. The note matures on July 13, 2007 unless the note holder elects not to make demand for repayment, in which case the note shall be due and payable upon demand. Each promissory note, together with principal and accrued interest, may be converted into shares of the Company’s common stock at $0.50 per share. The Note has not been repaid or converted as of September 30, 2006, and accordingly, the outstanding balance of the Note is $25,000 at September 30, 2006. Accrued interest on the Note was $542 at September 30, 2006.
Based on the above offering terms and stock trading price on the fund receiving date and effective conversion price determined in accordance with EITF 00-27, the Company recognized no beneficial conversion feature as a discount to these promissory notes.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
The following discussion and analysis of the Company’s financial condition as of September 30, 2006, and its results of operations for the three and six months ended September 30, 2006, should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-KSB for the year ended March 31, 2006, filed with the Securities and Exchange Commission.
Forward-Looking Statements
Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include, but are not limited to the risks discussed in the Company’s other SEC filings. The Company does not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.
Overview
Interactive Therapeutics, Inc. (formerly Tabatha I, Inc.) (the “Company” or “Interactive”) is a development stage biopharmaceutical company with a primary focus on developing products to treat cancer, infectious diseases and other medical conditions associated with compromised immune systems. As a development stage company, substantially all efforts of the Company will be devoted to performing research and experimentation, conducting clinical trials, developing and acquiring intellectual properties, raising capital and recruiting and training personnel.
Overview of Cancer and Treatment Methods
Cancer is the second leading cause of death in the United States, exceeded only by heart disease. It is a devastating disease with tremendous unmet medical needs. The American Cancer Society estimated that 1.4 million new cases of cancer will be diagnosed in 2004 in the United States and 563,700 Americans are expected to die from cancer in 2004.
Cancer is a group of diseases characterized by uncontrolled cell division resulting in the development of a mass of cells, commonly known as a tumor, as well as the invasion and spreading of these cells. Cancerous tumors can arise in any tissue or organ within the human body. Cancer is believed to occur as a result of a number of factors, such as genetic predisposition, chemical agents, viruses and irradiation. These factors result in genetic changes affecting the ability of cells to regulate their growth and differentiation normally. When a normal cell becomes cancerous, it can spread to various sites in the body.
The most common methods of treating patients with cancer are surgery, radiation and drug therapy. A cancer patient often receives treatment with a combination of methods. Surgery and radiation therapy are particularly effective in patients where the disease is localized and has not spread to other tissues or organs. The most common method of treating patients with cancer that has spread beyond the primary site is to administer anticancer drugs by mouth or intravenously. In general, drugs used to treat cancer are classified as chemotherapy. Chemotherapy seeks to damage and kill cancer cells or to interfere with the molecular and cellular processes that control the development, growth and survival of malignant tumor cells. In many cases, chemotherapy consists of the administration of several different drugs in combination. Chemotherapy can cause patient weakness, loss of appetite, nausea and vomiting, and damage to various organs that can result in loss of normal body functions. Current treatment for most kinds of cancer is inadequate. Therefore, a significant need exists for new therapies which are more effective and/or have reduced side effects.
Recent Developments
Interactive is a small business issuer that has not conducted business operations nor had revenues from operations in each of its last two fiscal years. It remains in the development stage and its business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that it will be able to take advantage of more than one such business opportunity. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which it may eventually acquire.
In February 2005, Interactive closed on a transaction acquiring all of the common stock of Zigen, Inc., a Texas corporation (“Zigen”), pursuant to an exchange agreement by and among the Company, Zigen and the stockholders of Zigen (the “Exchange Agreement”). As a result of the Exchange Agreement, Zigen became a wholly-owned subsidiary of the Company. References herein to the Company include Zigen.
As a result of the closing of the Exchange Agreement, the Company issued an aggregate of 73,000,000 shares of its common stock to the former shareholders of Zigen (in exchange for all the outstanding capital stock of Zigen), resulting in the former shareholders of Zigen owning approximately 89.8% of the issued and outstanding Company common stock. The Company issued 66,430,000 shares of its common stock to Silver Star Holdings Trust of which Kevan Casey is Trustee and 6,570,000 shares of its common stock to Carl A. Chase, the former shareholders of Zigen. Additionally, Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was appointed to serve as chief executive officer, principal accounting officer and director. In September 2005, Mr. Casey resigned as a member of the board of directors and officer to devote attention to his commitments with his other business interests and Bradley Serres was appointed to serve as a director. Mr. Serres will be issued 100,000 shares of the Company’s restricted common stock for his one year tenure as a director, which the Company has valued at $24,000.
In July 2005, the Company changed its name to Interactive Therapeutics, Inc. to more accurately reflect the business it intends to enter subsequent to the merger with Zigen and intends to focus its efforts for growth in the area of biotechnology.
Critical Accounting Policies
General
The Consolidated Financial Statements and Notes to Consolidated Financial Statements contain information that is pertinent to this management’s discussion and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities. Management believes these accounting policies involve judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related asset and liability amounts. Management believes it has exercised proper judgment in determining these estimates based on the facts and circumstances available to its management at the time the estimates were made. The significant accounting policies are described in the Company's financial statements (See Note 2 in Notes to Consolidated Financial Statements).
Results of Operations and Financial Condition
Prior to the acquisition of Zigen, Interactive was a development stage company whose business plan was to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has no capital, and it is unlikely that it will be able to take advantage of more than one such business opportunity. The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. During the six months ended September 30, 2006, the Company incurred expenses of $24,157, which expenses are comprised primarily of salaries, consulting fees, legal, accounting fees and interest expense.
Liquidity and Capital Resources
The Company has significant liquidity problems and has no meaningful capital resources or stockholder's equity. It may not be able to satisfy its estimated cash requirements for the remainder of the fiscal year. In the event additional cash is required, the Company may have to borrow funds from stockholders or other sources, or seek funds from a private placement among new investors, none of which can be assured. Our viability is contingent upon our ability to receive external financing. Failure to obtain sufficient working capital may result in management resorting to the sale of assets or otherwise curtailing operations. The Company has had no material business operations since 2000 and has never had any revenue. During these periods it has engaged in no significant operations other than organizational activities, acquisition of capital, and meeting its reporting obligations under the Securities Exchange Act of 1934, as amended. No revenues were received during this period. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenue and may operate at a loss after completing a business combination, depending upon the performance of the acquired business. In July 2006, the Company authorized the issuance and sales of an aggregate principal amount of $500,000 in the form of convertible notes. On July 13, 2006, the Company received gross proceeds of $25,000 from sale of a convertible note to a stockholder.
Contractual Commitments
The Company does not have any contractual commitments.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
New Accounting Pronouncements
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing this new standard to determine the effects, if any, on its results of operations or financial position.
In December 2004, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (SFAS 123R). This statement revises SFAS No. 123, supersedes APB No. 25, and requires companies to recognize the cost of employee stock options and other awards of stock-based compensation based on the fair value of the award as of the grant date. The effective date of this pronouncement is as of the beginning of the first interim or annual period that begins after December 15, 2005. The Company is evaluating whether the adoption of FASB No. 123R will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
The Company has considered other recent accounting pronouncements and believes that the adoptions of these pronouncements have not had, and will not have, any material impact on the Company’s financial position or results of operations.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-QSB that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| Recent Sales of Unregistered Securities |
There were no sales of unregistered securities made by the Company during the quarter ended September 30, 2006.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit No. | Description |
3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 from Registration Statement on Form–SB filed with the Securities and Exchange Commission on October 11, 2000) |
3.2 | Amended Articles of Incorporation (filed herewith) |
3.3 | Bylaws of Tabatha I, Inc. (incorporated by reference to Exhibit 3.2 from Registration Statement on Form–SB filed with the Securities and Exchange Commission on October 11, 2000) |
4.1 | Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 from Registration Statement on Form–SB filed with the Securities and Exchange Commission on October 11, 2000) |
4.2 | Specimen Class A Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 from Registration Statement on Form–SB filed with the Securities and Exchange Commission on October 11, 2000) |
14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to Registrant’s Form 10-KSB filed with the Securities and Exchange Commission June 29, 2005) |
10.1 | Exchange Agreement between Tabatha I, Inc. and Zigen, Inc. dated February 25, 2005 (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 31, 2005) |
10.2 | 2005 Amended and Restated Stock Option (incorporated by reference to Exhibit A to Registrant’s Definitive Information Statement filed with the Securities and Exchange Commission on July 1, 2005) |
21.1 | List of Subsidiaries (filed herewith) |
31.1 | Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith) |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
INTERACTIVE THERAPEUTICS, INC.
By: /s/ J. Leonard Ivins
J. Leonard Ivins, Chief Executive Officer
Date: May 13, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ J. Leonard Ivins Chief Executive Officer, May 13, 2008
J. Leonard Ivins Principal Accounting Officer
and Chairman