Nevada | 3841 | 82-0490737 |
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Title of each class of Securities to be Registered | Amount to be registered | Proposed Maximum Offering Price Per Unit (1) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||
Common Stock | 24,268,495 | $0.70 | $16,987,946.50 | $2,152.37 (2) | |||
Common Stock | 1,908,610 | $0.55 | $1,336,027 | $123.55 | |||
Total | 26,177,105 | $18,323,973.50 | $2,309.62 |
(1) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the bid and asked prices of the Registrant’s common stock on January 21, 2004. |
(2) | This amount was previously paid. |
Page | |
PROSPECTUS SUMMARY | 1 |
RISK FACTORS | 3 |
USE OF PROCEEDS | 8 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS | 9 |
MARKET FOR COMMON STOCK | 10 |
DESCRIPTION OF BUSINESS | 10 |
DESCRIPTION OF PROPERTY | 16 |
LEGAL PROCEEDINGS | 17 |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS | 17 |
INDEMNIFICATION OF OFFICERS AND DIRECTORS | 19 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 22 |
SELLING STOCKHOLDERS | 23 |
PLAN OF DISTRIBUTION | 29 |
DESCRIPTION OF SECURITIES | 30 |
LEGAL MATTERS | 30 |
EXPERTS | 30 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 30 |
FURTHER INFORMATION | 31 |
CONSOLIDATED FINANCIAL STATEMENTS | 32 |
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS | II-1 |
i | ||
· | Our tests are done with patient’s blood from either a finger prick or veinous puncture, a procedure universally considered as safe and minimally invasive). In contrast, the Pap and HPV tests require cervical cells harvested by inserting a collecting device into a woman’s cervix. |
· | Our tests will be done in a laboratory by a technician using standard, readily available laboratory equipment, or by a doctor or other healthcare provider at the point-of-care as a self-contained, easy-to-use test. Virtually any trained laboratory technician can do our tests. In contrast, Pap test specimens must be examined under a microscope by a specially-trained cytotechnologist to assess the presence of cancerous or pre-cancerous cells. The HPV tests now available require dedicated, expensive laboratory equipment and sophisticated analytical computer software for interpreting results. |
· | Our tests will detect antibodies only if a woman has cervical cancer or those pre-cancerous conditions that typically lead to cervical cancer. In preliminary trials that used one version of our test to analyze blood from patients already diagnosed with cervical cancer or pre-cancerous lesions, our test was able to detect cervical cancer or pre-cancerous conditions when such conditions existed, but otherwise ruled out cervical disease when it did not exist. |
· | Pap tests results may be limited by inefficiencies in sampling cervical cells and the subjective nature of cytology. Pap tests frequently fail to detect cervical cancer or pre-cancerous conditions when actually present (British Medical Journal, 30:1352) and otherwise do not permit the differentiation of cancerous or pre-cancerous states from benign conditions mimicking them (American Journal of Clinical Pathology, 94:754). Woman with abnormal Pap tests must often experience a colposcopy (a visual examination of the cervix by means of a special microscope) and a biopsy). This triage is quite inefficient, as evidenced by colposcopy with biopsy not revealing cervical cancer or precursor lesions about 80% of the time (Indian Journal of Cancer, 40:23). |
· | The human papillomavirus, or HPV, causes virtually all cervical cancers). There are more than 100 types of HPV, but the scientific community considers only 7 to 15 of these responsible for this disease. Gene- or DNA-based HPV tests actually detect HPV infection, but infection and cervical cancer are not the same Only 2% of patients who test positive for HPV will ultimately contract cervical cancer (Best Practice and Research, Clinical Obstetrics and Gynaecology, 15:663). |
2 | ||
- expenses associated with our research and development programs and development or our cervical cancer tests;
- expenses associated with the Merger; and
- administrative and facilities costs.
We expect to incur significant and increasing operating losses for the next few years as we complete development of our cervical cancer tests, initiate clinical trials, seek regulatory approval, expand our research and development, advance other product candidates into development and, if we receive regulatory approval, market and sell our products. We may never become profitable.
We will need to raise substantial additional capital to fund our operations, and if we are unable to obtain funding when needed, we may need to delay completing the development of our planned cervical cancer tests, scale back our operations or close our business.
We believe we have sufficient cash to fund our planned operations through January 2005. Based on our current plan, we will need to raise at least $2,000,000 to fund our operations until the end of 2005. We plan to raise additional capital through the sale of equity and/or debt securities. We do not currently have any committed sources of financing and we may be unable to obtain financing on acceptable terms or at all. If we are unable to raise sufficient funds, we may have to delay, scale-back or eliminate aspects of our operations or close our business. If we sell additional equity securities, we will dilute our current stockholders’ equity interest in us.
Our auditors have qualified their opinion to our financial statements because of concerns about our ability to continue as a going concern. These concerns arise from the fact that we have not yet established an ongoing source of revenues sufficient to cover our operating costs and that we must raise additional capital in order to continue to operate our business. If we are unable to continue as a going concern, you could lose your entire investment in us.
We will not be able to sell our planned cervical cancer tests and generate revenues if laboratories and physicians do not accept them.
If we successfully complete development of our cervical cancer tests and obtain required regulatory approval, we plan to market and sell our tests initially to clinical testing laboratories in the United States, Western Europe and other countries in which there is widespread cervical cancer screening and a sophisticated testing infrastructure. We plan to market and sell the rapid test to physicians, hospitals, clinics and other healthcare providers in some developing countries where cervical cancer screening is not widespread and where there is limited or non-standardized testing infrastructure. In order to successfully commercialize our tests, we will have to convince both laboratories and healthcare providers that our proposed tests are an effective method of screening for cervical cancer, whether as an independent test, used in conjunction with Pap Tests and/or HPV Tests or as a follow-up screening method for women with equivocal Pap Tests. Pap Tests have been the principal means of cervical cancer screening for over 50 years and, in recent years, HPV Tests have been introduced primarily as an adjunct to Pap Tests. Failure to achieve any of these goals, could have an adverse material effect on our business, financial condition or results of operation.
3 | ||
4 | ||
5 | ||
- announcements of technological innovation or improved or new diagnostic products by others;
- general market conditions;
- changes in government regulation or patent decisions;
- changes in insurance reimbursement practices or policies for diagnostic products.
6 | ||
- net tangible assets in excess of $2,000,000, if such issuer has been in continuous operation for three years;
- net tangible assets in excess of $5,000,000, if such issuer has been in continuous operation for less than three years; or
- average revenue of at least $6,000,000, for the last three years.
- our future capital needs;
7 | ||
- our expectations about our ability to complete development of our cervical cancer tests;
- our expectations about the FDA and other regulatory approval process that will be required for our cervical cancer tests;
- our expectations about reimbursement of our products by health insurance payors;
- our expectations about the future performance of the cervical cancer tests that we are developing;
- our expectations about acceptance in the market of the cervical cancer tests we are developing;
- our expectations about the ability of our planned cervical cancer tests to compete in the market;
- our marketing and sales plans;
- our expectations about our financial performance;
- our intention to develop additional screening tests using our technology;
- problems that we may face in successfully completing our planned cervical cancer tests;
- our inability to raise additional capital when needed;
- uncertainty of acceptance of our cervical cancer tests in the market;
- reluctance or unwillingness of laboratories and physicians to accept our tests;
- refusal of insurance companies and other third-party payors to reimburse patients, clinicians and laboratories for our tests;
- problems that we may face in marketing and selling our tests;
- the possibility that we may not be able to compete with established companies;
- delays in obtaining, or our inability to obtain, approval by the FDA for our proposed tests;
- delays in obtaining, or our inability to obtain, approval by certain foreign regulatory authorities for our proposed tests;
- problems in acquiring and protecting intellectual property important to our business through patents, licenses and other agreements;
- our ability to successfully defend claims that our tests may infringe the intellectual property rights of others;
- problems that we may face in obtaining product liability insurance or defending product liability claims;
- problems that we may face in manufacturing and distributing our proposed tests;
- the risks we face in potential international markets; and
- the limited market for our common stock and the adverse affect on liquidity that we may face because our common stock is considered a “penny stock”.
8 | ||
- discuss our future expectations;
- contain projections of our future results of operations or of our financial condition; and
- state other "forward-looking" information.
9 | ||
Period | High | Low | |||||
First Quarter 2003 | $0.04 | $0.04 | |||||
Second Quarter 2003 | $0.04 | $0.04 | |||||
Third Quarter 2003 | $0.04 | $0.04 | |||||
Fourth Quarter 2003 | $0.04 | $0.04 | |||||
First Quarter 2004 | $0.04 | $0.04 | |||||
Second Quarter 2004 | $0.04 | $0.04 | |||||
Third Quarter 2004 | $0.80 | $0.04 | |||||
Fourth Quarter 2004 | $1.40 | $0.64 |
10 | ||
- limited predictive value — in the United States, each year several million colposcopies are performed on patients with abnormal Pap Test results, but only 20% of the colposcopies reveal cervical cancer or pre-cancerous lesions (Journal of the American Medical Association, 287:2382).
- false negative results — in the United States,Pap Tests fail to diagnose cervical cancer or pre-cancerous conditions that often lead to cervical cancer in approximately 30% to 60% (depending on whether a Liquid Pap Test or a regular Pap Test is used) of the cases where cervical cancer or pre-cancerous conditions are present (Archives of Pathology & Laboratory Medicine, 122:139).
- false positive results — Distinguishing between cervical cancer or pre-cancerous states and benign conditions mimicking them can be difficult via Pap Tests. (Diagnostic Cytopathology, 28:23).
- inability to detect adenocarcinomas — Pap Tests are unable to detect the presence of the more virulent adenocarcinoma (Clinical Laboratory Medicine, 20:140).
- invasive procedure — Pap Tests require healthcare professional to extract cells from the cervix by inserting a colleting device into the cervix. In some non-Western countries, women may be inhibited from undergoing this procedure for social, cultural or religious reasons.
- high costs — highly trained physicians and other specialists are required to collect, examine and interpret the Pap Test specimen, which contributes to a higher cost structure for the Pap Test. Following a positive test result, colposcopies and biopsies are required, raising the overall potential cost of screening.
11 | ||
- limited predictive value —HPV tests actually detect virus infection and not cervical cancer and/or associated pre-cancerous lesions. Although HPV is an obligate cause of cervical cancer, only 2% of patients testing positive for HPV will eventually progress to the disease (Journal of Clinical Microbiology, 42:2470).
- invasive procedure —Like Pap smear cytology, the HPV test requires that the attending healthcare professional get cells by inserting a collection device into the cervix. As earlier stated, women in certain non-Western cultures may be prohibited from undergoing such a procedure for social, cultural or religious reasons
- high cost and complex —The HPV test specimen must be processed by special and dedicated, expensive laboratory equipment and interpretational computer software by highly trained technicians, thus the higher costs associated with HPV tests (American Journal of Obstetrics and Gynecology, 177:930). Following a positive test result, colposcopy and biopsies are required, thus further elevating diagnostic costs.
- The sample is placed into a receptacle coated with proprietary detection proteins of a specific nature. Only certain antibodies to cancer-causing HPVs can adhere to these proteins.
- The container is then rinsed, thus removing everything but antibodies that have adhered to the proteins.
- A special solution is added to the container. This solution includes “detector” antibodies that attach to those specific antibodies to cancer-causing HPVs adhered to the special detector proteins. The solution changes color with attachment of the “detector” antibodies, an indicator of a positive result (i.e., cervical cancer or a pre-cancerous condition present).
12 | ||
- greater accuracy —Our cervical cancer tests will detect specific antibodies present only if cancer-causing HPV is present and cancer-related cellular changes have occurred. As a result, we believe our tests will be able to more accurately diagnose cancer or pre-cancerous conditions than do Pap and HPV tests, thus making for fewer false positive or false negative results.
- ability to detect adenocarcinomas - Our antibody detection approach is well suited for finding adenocarcinomas as well as squamous cell carcinomas since cell samples are not required.
- non-invasive —Our tests require a small amount of blood, which may be quickly and safely taken via a finger prick or from a vein in the arm. We believe that in countries where women are reluctant to allow a healthcare professional to sample their cervix there will be greater willingness to allow blood sampling to ascertain cervical disease.
- reduced costs —We believe that because our tests will be run by laboratory technicians using standard, readily available equipment or by a healthcare professional using a point-of-care test, overall costs for our screening tests will be less than experienced with Pap or HPV tests. In addition, by providing more accurate results, we believe that our tests may reduce the number of repeated cervical cancer tests of any sort along with expensive colposcopies, biopsies and related medical procedures.
13 | ||
14 | ||
15 | ||
Location | Use | Square Feet | Rent Payments | Term | Leased From | ||||||
5511 Capital Center Drive Suite 224 Raleigh, NC 27606 | Principal Executive Offices | Approximately 1,438 square feet | $1,600 per month | October 1, 2004 — September 30, 2004 | HD Capital Center, LLC | ||||||
64 East Winchester Suite 205 Murray, Utah 84107 | Executive Offices | Approximately 1330 square feet | $1,663 per month | September 1, 2004 — August 31, 2005 | Plaza 6400, LLC | ||||||
10011 Centennial Parkway Suite 300 Sandy, Utah 84070 | Clinical Laboratory | Approximately 800 square feet | $600 per month | April 1, 2004 — March 31, 2005 | Rocky Mountain Pathology, LLC |
16 | ||
Name | Age | Position | |||
Stan Yakatan | 62 | President, Chief Executive Officer and Chairman of the Board of Directors | |||
Michael Ahlin | 56 | Vice President and Director | |||
John C. Wilson | 55 | Executive Vice President and Chief Financial Officer | |||
Jack Levine | 54 | Director | |||
Eric Wilkinson | 46 | Director | |||
Kevin Crow | 43 | Director |
17 | ||
Annual Compensation | Long-Term Compensation | |||||||||||||||
Awards | Payouts | |||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Other Annual Compensation | Restricted Stock Awards | Securities Underlying Options/SARs | LTIP Payouts | All Other Compen-sation | ||||||||
($) | ($) | ($) | ($) | (#) | ($) | ($) | ||||||||||
Stan Yakatan Chief Executive Officer | 2003 2002 2001 | — | — | — | — | — | — | — | ||||||||
John C. Wilson Chief Financial Officer | 2003 2002 2001 | — | — | — | — | — | — | — | ||||||||
Dr. Mark Rosenfeld Vice President | 2003 2002 2001 | 58,050 85,000 60,000 | — | — | — | — | — | — | ||||||||
Michael Ahlin former President of Impact Diagnostics | 2003 2002 2001 | 58,050 0 0 | — | — | — | — | — | — | ||||||||
Pete Wells former President and Director | 2003 2002 2001 | — | — | — | — | — | — | — | ||||||||
Geoff Williams former Secretary and Director | 2003 2002 2001 | — | — | 33,839 (1) | — | — | — | — |
(1) | In February 2002, Mr. Williams was granted 1,691,951 shares of our common Stock for services rendered to us valued at $33,839. At the time the shares were issued, Mr. Williams served as our Secretary and a director. |
18 | ||
- the indemnification right is a contract right that may be enforced in any manner by our officers and directors,
- the expenses of our officers and directors incurred in any proceeding for which they are to be indemnified are to be paid to them as they are incurred, with such payments to be returned to us if it is determined that an officer or director is not entitled to be indemnified,
- the indemnification right is not be exclusive of any other rights that our officers and directors have or may acquire and includes any other rights of indemnification under any bylaw, agreement, vote of stockholders or provision of law,
- our Board of Directors may adopt bylaws to provide for the fullest indemnification permitted by Nevada law,
- our Board of Directors may cause us to purchase and maintain insurance for our officers and directors against any liability asserted against them while acting in their capacity as our officers or directors, and
- these indemnification rights shall continue to apply after any officer or director has ceased being an officer or director and shall apply to their respective heirs, executors and administrators.
19 | ||
Name and Address of Beneficial Owner | Director/Officer | Amount and Nature of Beneficial Ownership (1) | Percentage of Class (1) | ||||||
Dr. Mark Rosenfeld 1075 Skyler Drive Draper, UT 84020 | — | 6,077,050 | 10.8% | ||||||
Michael Crow 830 Third Avenue New York, NY 10022 | — | 4,225,269 (2) | 7.5% | ||||||
Blaine Taylor 634 Hidden Circle North Salt Lake City, UT 84054 | — | 3,600,718 (3) | 6.4% | ||||||
Mitchell T. Godfrey P.O. Box 10206 Bozeman, MT 59719 | — | 3,730,607 | 6.6% | ||||||
Rex Lewis 2325-A Renaissance Drive Las Vegas, NV 89119 | — | 3,256,905 | 5.8% | ||||||
Bridges & Pipes LLC 830 Third Avenue New York, NY 10022 | — | 3,096,974 (4) | 5.5% | ||||||
DCOFI Master LDC 803 Third Avenue New York, NY 10022 | — | 3,007,200 | 5.3% | ||||||
Stan Yakatan 155 Lyndon — First Court Hermosa Beach, CA 90254 | President, Chief Executive Officer and Chairman of the Board of Directors | 573,650 (5) | 1.0% | ||||||
Michael Ahlin 3125 Creek Road Park City, UT 84098 | Vice President and Director | 6,640,900 (6) | 11.8% | ||||||
John C. Wilson P.O. Box 1883 1650 Youngs Road Southern Pines, NC 28388 | Chief Financial Officer | 250,000(7) | * | ||||||
Jack Levine 16855 N.E. 2ndAvenue, Suite 303 N. Miami Beach, FL 33162 | Director | 585,555(8) | 1.0% | ||||||
Eric Wilkinson 348 Versailles Drive Melbourne Beach, FL 32951 | Director | 0(9) | * | ||||||
Kevin Crow 5120 Park Brooke Walk Way Aplharetta, GA 30022 | Director | 985,080(10) | 1.8% | ||||||
Richard Smithline 830 Third Avenue New York, NY 10022 | — | 3,475,952(11) | 6.2% | ||||||
David Fuchs 830 Third Avenue New York, NY 10022 | — | 3,110,753(12) | 5.5% | ||||||
All directors and officers as a group (6) | 9,038,185 (13) | 15.9% |
20 | ||
21 | ||
22 | ||
Name of Selling Stockholder | Number of Shares Owned Before Offering | Number of Shares Offered for Sale | Number of Shares Owned After Completion of Offering | Percentage of Common Stock Owned After Completion of Offering | |||||
Michael Ahlin (1) | 6,640,900 | 1,000,000 | 5,640,900 | 9.1% | |||||
AJW Offshore, Ltd. (2) | 241,960 | 241,960 | 0 | 0 | |||||
AJW Partners (3) | 104,631 | 104,631 | 0 | 0 | |||||
AJW Qualified Partners, LLC (4) | 287,738 | 287,738 | 0 | 0 | |||||
Alan Gelband Co. Defined Contribution Pension Plan & Trust (5) | 130,789 | 130,789 | 0 | 0 | |||||
Armadillo Partners (6) | 653,950 | 653,950 | 0 | 0 | |||||
Thomas J. Axon (7) | 788,200 | 788,200 | 0 | 0 | |||||
Bridges & Pipes LLC (8) | 3,096,974 | 3,096,974 | 0 | 0 | |||||
Shekhar K. Basu and Sita Basu (9) | 653,950 | 653,950 | 0 | 0 | |||||
BIP Partners (10) | 117,710 | 117,710 | 0 | 0 | |||||
Daniel C. Bolick (11) | 653,950 | 653,950 | 0 | 0 | |||||
Dr. David R. Bolick (12) | 1,160,489 | 1,160,489 | 0 | 0 | |||||
Julia Bolick (13) | 32,696 | 32,696 | 0 | 0 | |||||
Larry and Glenda Bolick Family Trust (14) | 130,789 | 130,789 | 0 | 0 | |||||
Marie Bono (15) | 65,394 | 65,394 | 0 | 0 | |||||
Mike Cassidy (16) | 130,789 | 130,789 | 0 | 0 | |||||
Peter L. Coker and Susan H. Coker (17) | 130,789 | 130,789 | 0 | 0 | |||||
DCOFI Master LDC (18) | 3,007,200 | 3,007,200 | 0 | 0 | |||||
James H. Donell, as receiver of Citadel Capital Management, Inc. (19) | 507,167 | 507,167 | 0 | 0 | |||||
Thomas Doyle (20) | 65,394 | 65,394 | 0 | 0 | |||||
Richard Smithline (21) | 468,752 | 468,752 | 0 | 0 | |||||
Robert MacGregor (22) | 13,779 | 13,779 | 0 | 0 | |||||
David Skriloff (23) | 297,619 | 297,619 | 0 | 0 | |||||
Rockwood Group LLC (24) | 68,895 | 68,895 | 0 | 0 | |||||
David Fuchs (25) | 13,779 | 13,779 | 0 | 0 | |||||
M. W. Crow Family Trust (26) | 912,025 | 912,025 | 0 | 0 | |||||
Trevor Crow (27) | 216,270 | 216,270 | 0 | 0 | |||||
Michelle Crow Trust (28) | 246,270 | 246,270 | 0 | 0 | |||||
Spencer Crow Trust (28) | 246,270 | 246,270 | 0 | 0 | |||||
Olivia Crow Trust (28) | 246,270 | 246,270 | 0 | 0 | |||||
Duncan Crow Trust (28) | 246,270 | 246,270 | 0 | 0 | |||||
Blair Eddins (29) | 29,427 | 29,427 | 0 | 0 | |||||
John A. Fahlberg (30) | 130,789 | 130,789 | 0 | 0 |
23 | ||
Bruce A. Falbaum (31) | 65,394 | 65,394 | 0 | 0 | |||||
Anthony Falcone (32) | 130,789 | 130,789 | 0 | 0 | |||||
Richard Gillings (33) | 326,974 | 326,974 | 0 | 0 | |||||
Mitchell Godrey (34) | 3,370,607 | 159,557 | 3,211,050 | 5.2% | |||||
Francesco Gozzo (35) | 326,974 | 329,976 | 0 | 0 | |||||
Harold Gubnitsky (36) | 163,486 | 163,486 | 0 | 0 | |||||
Steven T. Hague (37) | 78,819 | 78,819 | 0 | 0 | |||||
Roberta B. Hardy (38) | 65,394 | 65,394 | 0 | 0 | |||||
Frank L. Hoffecker (39) | 300,000 | 300,000 | 0 | 0 | |||||
HT Ardinger & Sons, Inc. (40) | 326,974 | 326,974 | 0 | 0 | |||||
Ira A. Hunt Jr. (41) | 130,789 | 130,789 | 0 | 0 | |||||
Horace Mann Johnson III (42) | 98,091 | 98,091 | 0 | 0 | |||||
David P. Kalm (43) | 78,819 | 78,819 | 0 | 0 | |||||
Don Larsen (44) | 98,091 | 98,091 | 0 | 0 | |||||
Steven W. Lefkowitz (45) | 1,576,401 | 1,576,401 | 0 | 0 | |||||
Jack Levine and Susan Levine (46) | 588,555 | 588,555 | 0 | 0 | |||||
Timothy McNamee (47) | 326,974 | 326,974 | 0 | 0 | |||||
Andreas Michailidis (48) | 130,789 | 130,789 | 0 | 0 | |||||
Network 1 Financial Securities Inc. (49) | 104,905 | 104,905 | 0 | 0 | |||||
New Millenium Capital Partners II, LLC (50) | 19,617 | 19,617 | 0 | 0 | |||||
Pershing LLC, as custodian of Robert L. Bolick, Roth IRA (51) | 130,789 | 130,789 | 0 | 0 | |||||
Christina Recchia (52) | 65,394 | 65,394 | 0 | 0 | |||||
Peter Reichard (53) | 65,394 | 65,394 | 0 | 0 | |||||
RH Damon & Co. Inc. (54) | 501,200 | 501,200 | 0 | 0 | |||||
Michael Rosenbaum (55) | 326,974 | 326,974 | 0 | 0 | |||||
Dr. Mark Rosenfeld (56) | 6,077,050 | 1,000,000 | 5,077,050 | 8.2% | |||||
David Ruggieri (57) | 490,462 | 490,462 | 0 | 0 | |||||
Peter Siraslian (58) | 326,974 | 326,974 | 0 | 0 | |||||
SilverDeer LLC (59) | 65,394 | 65,394 | 0 | 0 | |||||
Blaine Taylor (60) | 3,600,718 | 89,918 | 3,510,800 | 5.7% | |||||
Carl B. Turner and Alison M. Turner (61) | 65,394 | 65,394 | 0 | 0 | |||||
John F. Turner and Emily F. Turner (62) | 130,789 | 130,789 | 0 | 0 | |||||
Donna Viemeister (63) | 65,394 | 65,394 | 0 | 0 | |||||
Wentworth Advisors, LLC (64) | 250,000 | 250,000 | 0 | 0 | |||||
Michael Bascetta (65) | 114,993 | 114,993 | 0 | 0 | |||||
Calvin Vaughn (66) | 114,993 | 114,993 | 0 | 0 | |||||
Gregory Ruff (67) | 114,993 | 114,993 | 0 | 0 | |||||
Doris Ruff (68) | 57,496 | 57,496 | 0 | 0 | |||||
Harold Kaufman (69) | 91,995 | 91,995 | 0 | 0 | |||||
Mendel Klein (70) | 57,496 | 57,496 | 0 | 0 | |||||
Craig Littler (71) | 160,991 | 160,991 | 0 | 0 | |||||
Maana Enterprises (72) | 114,993 | 114,993 | 0 | 0 | |||||
Robert O’Brian (73) | 57,496 | 57,496 | 0 | 0 | |||||
Congregation Zichron Malka (74) | 57,496 | 57,496 | 0 | 0 | |||||
Murray Sternfeld (75) | 120,743 | 120,743 | 0 | 0 | |||||
James Hori (76) | 114,993 | 114,993 | 0 | 0 | |||||
J Michael Kellum (77) | 114,993 | 114,993 | 0 | 0 | |||||
Tom Linton (78) | 114,993 | 114,993 | 0 | 0 |
24 | ||
25 | ||
26 | ||
27 | ||
28 | ||
- ordinary brokers’ transactions,
- through brokers, dealers, or underwriters who may act solely as agents,
- “at the market” into an existing market for the common stock,
- in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,
- in privately negotiated transactions, and
- any combination of the foregoing.
29 | ||
30 | ||
31 | ||
Page F-1 | Audited Financial Statements of Impact Diagnostics, Inc. for the years ended December 31, 2003 and 2002 and Unaudited Financial Statements of Grant Life Sciences, Inc. for the nine months ended September 30, 2004 |
Page P-1 | Unaudited Pro forma Combined Financial Statements of Grant Life Sciences, Inc. and Impact Diagnostics, Inc. |
32 | ||
GRANT LIFE SCIENCES, INC.
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Index to Financial Statements
Page | |
Independent Auditors’ Report | F-2 |
Balance Sheet | F-3 |
Statement of Operations | F-4 |
Statement of Stockholders’ Deficit | F-5 |
Statement of Cash Flows | F-6 |
Notes to Financial Statements | F-7 |
F-1 | ||
F-2 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Balance Sheet
September 30, | December 31, | |||||||||
2004 | 2003 | 2002 | ||||||||
(Unaudited) | (Restated) | |||||||||
Assets | ||||||||||
Cash | $ | 1,028,335 | $ | 11,299 | $ | 34,685 | ||||
Accounts receivable - trade | 3,000 | — | — | |||||||
Prepaid expenses | 1,600 | — | — | |||||||
Employee receivables | 1,224 | 33,343 | 21,733 | |||||||
Related party receivables | — | 14,049 | 35,553 | |||||||
Total current assets | 1,034,159 | 58,691 | 91,971 | |||||||
Property and equipment, net of accumulated depreciation | ||||||||||
of $10,966, $8,186 and $4,521, respectively | 6,784 | 6,713 | 10,378 | |||||||
Deposits | 3,263 | 700 | — | |||||||
Total assets | $ | 1,044,206 | $ | 66,104 | $ | 102,349 | ||||
Liabilities and Stockholders' Equity | ||||||||||
Accounts payable | $ | 100,296 | $ | 33,531 | $ | 54,847 | ||||
Related party payables | 1,220 | — | — | |||||||
Accrued legal expense | 140,182 | — | — | |||||||
Accrued interest payable | 3,943 | 142,086 | 83,024 | |||||||
Accrued payroll liabilities | 78,352 | 51,194 | — | |||||||
Other accrued expenses | 35,605 | — | — | |||||||
Related party notes payable - current portion | — | 37,934 | 18,350 | |||||||
Notes payable | 122,500 | 587,753 | 587,753 | |||||||
Total current liabilities | 482,098 | 852,498 | 743,974 | |||||||
Related party notes payable | — | 12,845 | 23,733 | |||||||
Long-term debt | 350,000 | — | — | |||||||
Total liabilities | 832,098 | 865,343 | 767,707 | |||||||
Commitments and contingencies | — | — | — | |||||||
Stockholders' equity: | ||||||||||
Preferred stock, $.001 par value, 20,000,000 shares authorized, | ||||||||||
no shares issued and outstanding | — | — | — | |||||||
Common stock, $.001 par value, 150,000,000 shares authorized; | ||||||||||
53,590,820, 34,572,060 and 33,641,260 shares issued | ||||||||||
and outstanding, respectively | 53,591 | 34,572 | 33,641 | |||||||
Deferred compensation | (203,796 | ) | — | — | ||||||
Additional paid in capital | 2,757,900 | 637,178 | 518,109 | |||||||
Deficit accumulated during development stage | (2,395,587 | ) | (1,470,989 | ) | (1,217,108 | ) | ||||
Total stockholders' equity (deficit) | 212,108 | (799,239 | ) | (665,358 | ) | |||||
$ | 1,044,206 | $ | 66,104 | $ | 102,349 |
See accompanying notes to financial statements. | ||
F-3 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Statement of Operations
Cumulative | ||||||||||||||||
Nine Months Ended | Years Ended | Amounts | ||||||||||||||
September 30, | December 31, | (Since Date | ||||||||||||||
2004 | 2003 | 2002 | of Inception) | |||||||||||||
(Unaudited) | (Unaudited) | 2003 | (Restated) | July 9, 1998 | ||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||
General and administrative expenses | 807,596 | 95,253 | 138,820 | 203,176 | 1,612,382 | |||||||||||
Stock compensation expense | 12,570 | — | — | 103,250 | 116,820 | |||||||||||
Research and development expenses | 265,752 | 31,092 | 51,108 | 278,932 | 677,142 | |||||||||||
Operating loss | (1,085,918 | ) | (126,345 | ) | (189,928 | ) | (585,358 | ) | (2,406,344 | ) | ||||||
Other income (expense): | ||||||||||||||||
Gain on extinguishment of debt | 411,597 | — | — | 98,507 | 510,104 | |||||||||||
Interest expense | (250,277 | ) | (47,946 | ) | (63,953 | ) | (159,350 | ) | (499,347 | ) | ||||||
Loss before income taxes | (924,598 | ) | (174,291 | ) | (253,881 | ) | (646,201 | ) | (2,395,587 | ) | ||||||
Income tax benefit | — | — | — | — | — | |||||||||||
Net loss | $ | (924,598 | ) | $ | (174,291 | ) | $ | (253,881 | ) | $ | (646,201 | ) | $ | (2,395,587 | ) | |
Net loss per common share - basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Weighted average shares -basic and diluted | 38,687,000 | 33,699,000 | 33,842,000 | 30,144,000 |
See accompanying notes to financial statements. | ||
F-4 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Statement of Stockholders’ Deficit
Stock | ||||||||||||||||||||||
Common Stock | Subscription | Deferred | Accumulated | |||||||||||||||||||
Shares | Amount | Receivable | Compensation | APIC | Deficit | Total | ||||||||||||||||
Balance, July 9, 1998 (date of inception) | 9,272,200 | $ | 9,272 | $ | — | $ | — | $ | (9,272 | ) | $ | — | $ | — | ||||||||
Issued stock for subscription receivable | ||||||||||||||||||||||
at $0.005 per share | 18,795,000 | 18,795 | (100,000 | ) | — | 81,205 | — | — | ||||||||||||||
Balance, December 31, 1998 | 28,067,200 | 28,067 | (100,000 | ) | — | 71,933 | — | — | ||||||||||||||
Issued stock for cash at $0.004 per share | 1,253,000 | 1,253 | — | — | 3,747 | — | 5,000 | |||||||||||||||
Net loss | — | — | — | — | — | (5,053 | ) | (5,053 | ) | |||||||||||||
Balance, December 31, 1999 | 29,320,200 | 29,320 | (100,000 | ) | — | 75,680 | (5,053 | ) | (53 | ) | ||||||||||||
Payment of subscriptions receivable | — | — | 100,000 | — | — | — | 100,000 | |||||||||||||||
Net loss | — | — | — | — | — | (43,641 | ) | (43,641 | ) | |||||||||||||
Balance, December 31, 2000 | 29,320,200 | 29,320 | — | — | 75,680 | (48,694 | ) | 56,306 | ||||||||||||||
Issued stock for cash at $0.004 per share | 250,600 | 251 | — | — | 749 | — | 1,000 | |||||||||||||||
Net loss | — | — | — | — | — | (522,213 | ) | (522,213 | ) | |||||||||||||
Balance, December 31, 2001 | 29,570,800 | 29,571 | — | — | 76,429 | (570,907 | ) | (464,907 | ) | |||||||||||||
Beneficial conversion feature on issuance of debt | — | — | — | — | 98,507 | — | 98,507 | |||||||||||||||
Gain on extinguishment of debt (restated) | — | — | — | — | (98,507 | ) | — | (98,507 | ) | |||||||||||||
Issued stock for cash at $0.13 per share (restated) | 689,150 | 689 | — | 91,811 | 92,500 | |||||||||||||||||
Issued stock for services at $0.06 per share (restated) | 1,591,310 | 1,591 | — | — | 101,659 | — | 103,250 | |||||||||||||||
Issued stock in satisfaction of debt at $0.14 | ||||||||||||||||||||||
per share (restated) | 1,790,000 | 1,790 | — | — | 248,210 | — | 250,000 | |||||||||||||||
Net loss (restated) | — | — | — | — | — | (646,201 | ) | (646,201 | ) | |||||||||||||
Balance, December 31, 2002 (restated) | 33,641,260 | 33,641 | — | — | 518,109 | (1,217,108 | ) | (665,358 | ) | |||||||||||||
Issued stock for cash at $0.13 per share (restated) | 930,800 | 931 | — | — | 119,069 | — | 120,000 | |||||||||||||||
Net loss | — | — | — | — | — | (253,881 | ) | (253,881 | ) | |||||||||||||
Balance, December 31, 2003 | 34,572,060 | 34,572 | — | — | 637,178 | (1,470,989 | ) | (799,239 | ) | |||||||||||||
Issued stock for cash at $0.30 per share (unaudited) | 238,660 | 239 | — | — | 19,761 | — | 20,000 | |||||||||||||||
Issued stock for cash at $0.18 per share (unaudited) | 9,560,625 | 9,561 | — | — | 1,485,376 | — | 1,494,937 | |||||||||||||||
Issued stock for services at $0.18 per share (unaudited) | 250,000 | 250 | — | — | 12,320 | — | 12,570 | |||||||||||||||
Reverse merger with Grant Ventures, Inc. (unaudited) | 6,000,000 | 6,000 | — | — | (65,812 | ) | (59,812 | ) | ||||||||||||||
Warrants issued as part of restructuring of debt | ||||||||||||||||||||||
(89,500 valued at $0.03779) (unaudited) | — | — | — | — | 3,382 | — | 3,382 | |||||||||||||||
Recognition of beneficial conversion feature | ||||||||||||||||||||||
on issuance of note payable (unaudited) | — | — | — | — | 200,000 | — | 200,000 | |||||||||||||||
Conversion of note payable and accrued | ||||||||||||||||||||||
interest at $0.07 per share (unaudited) | 2,720,000 | 2,720 | — | — | 203,165 | — | 205,885 | |||||||||||||||
Issued stock in satisfaction of debt at $0.18 | ||||||||||||||||||||||
per share (unaudited) | 249,475 | 249 | — | — | 45,530 | — | 45,779 | |||||||||||||||
Stock options issued to directors at $.18 per share | ||||||||||||||||||||||
(market value $.80 per share) (unaudited) | — | — | — | (217,000 | ) | 217,000 | — | — | ||||||||||||||
Vesting of deferred compensation | — | — | — | 13,204 | — | — | 13,204 | |||||||||||||||
Net loss (unaudited) | — | — | — | — | — | (924,598 | ) | (924,598 | ) | |||||||||||||
Balance, September 30, 2004 (unaudited) | 53,590,820 | $ | 53,591 | $ | — | $ | (203,796 | ) | $ | 2,757,900 | $ | (2,395,587 | ) | $ | 212,108 |
See accompanying notes to financial statements. | ||
F-5 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Statement of Cash Flows
Cumulative | ||||||||||||||||
Nine Months Ended | Years Ended | Amounts | ||||||||||||||
September 30, | December 31, | Since | ||||||||||||||
2004 | 2003 | 2002 | Inception | |||||||||||||
(Unaudited) | (Unaudited) | 2003 | (Restated) | (Restated) | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net loss | $ | (924,598 | ) | $ | (174,291 | ) | $ | (253,881 | ) | $ | (646,201 | ) | $ | (2,395,587 | ) | |
Adjustments to reconcile net loss to net cash | ||||||||||||||||
used in operating activities: | ||||||||||||||||
Depreciation and amortization | 2,780 | 2,780 | 3,665 | 3,706 | 10,966 | |||||||||||
Deferred compensation | 13,204 | — | — | — | 13,204 | |||||||||||
Common stock issued for services | 12,570 | — | — | 103,250 | 116,820 | |||||||||||
Beneficial conversion feature | 200,000 | — | — | 98,507 | 298,507 | |||||||||||
Gain on extinquishment of debt | (411,597 | ) | — | — | (98,507 | ) | (510,104 | ) | ||||||||
Write off of accounts payable due to stockholders | (879 | ) | — | — | — | (879 | ) | |||||||||
Decrease (increase) in: | ||||||||||||||||
Accounts receivable | (3,000 | ) | — | — | — | (3,000 | ) | |||||||||
Related party receivables | 15,269 | 1,196 | — | — | 1,220 | |||||||||||
Employee receivables | 32,119 | (2,285 | ) | 9,894 | (5,186 | ) | (1,224 | ) | ||||||||
Prepaid expenses | (1,600 | ) | — | — | 5,828 | (1,600 | ) | |||||||||
Deposits | (2,563 | ) | (700 | ) | (700 | ) | — | (3,263 | ) | |||||||
Increase (decrease) in: | ||||||||||||||||
Accounts payable | 64,338 | (33,628 | ) | (21,316 | ) | 50,817 | 97,869 | |||||||||
Accounts payable - assumed liabilites | (17,506 | ) | — | — | — | (17,506 | ) | |||||||||
Accounts payable - stockholders | (38,900 | ) | — | — | — | (38,900 | ) | |||||||||
Accrued expenses | 175,687 | — | — | — | 175,687 | |||||||||||
Accrued payroll liabilities | 27,159 | 24,010 | 51,194 | — | 78,353 | |||||||||||
Accrued interest payable | 44,968 | 44,081 | 59,062 | 58,840 | 187,054 | |||||||||||
Net cash used in operating activities | (812,549 | ) | (138,837 | ) | (152,082 | ) | (428,946 | ) | (1,992,383 | ) | ||||||
Cash flows from investing activities: | ||||||||||||||||
Purchase of property and equipment | (2,852 | ) | — | — | (6,229 | ) | (17,751 | ) | ||||||||
Net cash used in investing activities | (2,852 | ) | — | — | (6,229 | ) | (17,751 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||||
Issuance of common stock | 1,514,937 | 105,000 | 120,000 | 92,500 | 1,732,437 | |||||||||||
Proceeds from note payable | 322,500 | 20,000 | 20,000 | 260,000 | 1,180,253 | |||||||||||
Proceeds from related party notes payable | — | — | — | 10,000 | 10,000 | |||||||||||
Payments on related party notes payable | (5,000 | ) | (11,304 | ) | (11,304 | ) | (11,765 | ) | (34,221 | ) | ||||||
Proceeds from related party note receivable | — | — | — | — | 50,000 | |||||||||||
Collections on stock subscriptions receivable | — | — | — | — | 100,000 | |||||||||||
Net cash provided by financing activities | 1,832,437 | 113,696 | 128,696 | 350,735 | 3,038,469 | |||||||||||
Net (decrease) increase in cash and cash equivalents | 1,017,036 | (25,141 | ) | (23,386 | ) | (84,440 | ) | 1,028,335 | ||||||||
Cash and cash equivalents at beginning of period | 11,299 | 34,685 | 34,685 | 119,125 | — | |||||||||||
Cash and cash equivalents at end of period | $ | 1,028,335 | $ | 9,544 | $ | 11,299 | $ | 34,685 | $ | 1,028,335 |
See accompanying notes to financial statements. | ||
F-6 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
Notes to Financial Statements
1. | Organization andSummary of Significant Accounting Policies | Organization Grant Life Sciences, Inc. (formerly Impact Diagnostics, Inc.) (the Company) was organized under the laws of the State of Utah on July 9, 1998. The Company’s purpose is to research, develop, market and sell diagnostic kits for detecting disease with emphasis on the detection of low-grade cervical disease. |
On July 30, 2004, the Company became a wholly owned subsidiary of Grant Ventures, Inc. by merging with Impact Acquisition Corporation, a Utah corporation and wholly owned subsidiary of Grant Ventures, Inc. For accounting purposes the merger was treated as a recapitalization of the Company. | ||
Development Stage Company Effective July 9, 1998, the Company is considered a development stage Company as defined in SFAS No. 7. The Company’s development stage activities consist of the development of medical diagnostic kits. Sources of financing for these development stage activities have been primarily debt and equity financing. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. | ||
Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. | ||
Concentration of Credit Risk The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
F-7 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
1. | Organization andSummary of Significant Accounting Policies Continued | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed under an accelerated method based on the estimated useful lives of the assets or term of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized in operations for the periods. | |||
Research and Development Research and development costs are expensed as incurred. | |||||
Income Taxes Income taxes are recorded using the asset and liability method. 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 and operating loss and tax credit carryforwards. 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. 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. | |||||
Earnings Per Share The computation of basic earning per common share is based on the weighted average number of shares outstanding during each period. | |||||
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. There were no options outstanding at December 31, 2003. Options to purchase 10,000 shares of common stock at the price of $.50 per share were outstanding at December 31, 2002, but were not included in the diluted loss per share calculation because the effect would have been antidilutive. |
F-8 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
1. | Organization andSummary of Significant Accounting Policies Continued | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Unaudited Financial Information The interim financial information as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003 is unaudited. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2004. | |||
2. | GoingConcern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is a development stage company and is not currently generating revenues from operations and has incurred significant losses and cash outflows from operations. Additionally, at December 31, 2003 the Company has a working capital deficit and a stockholders’ deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The Company’s ability to continue as a going concern is subject to the attainment of revenues which generate positive cash flow and/or the necessary financing from outside sources such as related parties or equity markets. There can be no assurance the Company will be successful in such efforts. |
F-9 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
2. | GoingConcern Continued | Management continues to gather research data to file with the Food and Drug Administration for the approval of its diagnostic kits. Until such approval is obtained and the company can generate revenue from the sale of its products, management will continue to obtain financing through debt and equity issuances. |
3. | Related PartyTransactions | The Company has entered into the following related party transactions: |
· | During the years ended December 31, 2003 and 2002, the Company paid management fees to related entities of approximately $0 and $115,000, respectively. The Company also paid approximately $0 and $55,000 to a company with common ownership for consulting fees during the years ended December 31, 2003 and 2002, respectively. |
· | As of December 31, 2003 and 2002, the Company had non-interest bearing receivables from employees due on demand of $33,343 and $21,733, respectively. |
· | The Company has non-interest bearing receivables arising from shared overhead costs from entities with common shareholders due on demand for $14,049 and $35,533 as of December 31, 2003 and 2002, respectively. |
· | As of December 31, 2003 and 2002 the Company had an unsecured note payable to a shareholder for $29,279 and $32,083, respectively. The note earns interest at 5% and is due in September 2004. |
· | As of December 31, 2003 the Company had a non-interest bearing demand note payable to a shareholder for approximately $21,500. |
F-10 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
4. | Note Payable | In June 2001, the Company entered into a note agreement with a venture capital firm that provided the Company with the right, but not an obligation, to borrow up to $578,000. Any advances on the note would bear interest at 10% with all total advances and accrued interest due on or before November 30, 2002. As of December 31, 2003 and 2002, the note balance was in default and had an outstanding balance of $587,753. Accrued interest payable on the note was $141,501 and $82,726, at December 31, 2003 and 2002, respectively. | ||
Effective July 30, 2004, the Company and the venture capital firm entered into a debt conversion agreement, whereby $237,753 of the principal and $170,889 of interest were forgiven and the remaining outstanding principal balance of $350,000 was converted into a note payable bearing interest at six percent and is convertible into common stock of the Company. (See Note 12) | ||||
5. | CommonStock | On May 20, 2002, the Company’s board of directors approved an increase in the number of authorized shares of common stock from 200,000 to 10,000,000, enabling the Company to complete a 10-for-1 common stock split effective May 31, 2002. The par value of the common stock was also changed from no par value to a par value of $.001. | ||
Additionally, on November 27, 2002, the Company’s board of directors approved an increase in the number of authorized shares of common stock from 10,000,000 to 100,000,000. The Company then completed a 7-for-1 common stock split effective November 27, 2002. | ||||
All references to common stock, common shares authorized, issued and outstanding, weighted average number of shares (basic and diluted), and per share amounts in the Financial Statements and Notes to Financial Statements prior to the record date of the stock splits and change in par value have been restated to reflect such transactions on a retroactive basis. |
F-11 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
6. | Gain on Extinguishment of Debt | During the year ended December 31, 2002, the Company refinanced certain debt, for which a beneficial conversion feature had been recorded as interest expense, with additional debt financing. As a result of this refinancing, the Company has recorded a gain on the extinguishment of debt of $98,507. |
7. | IncomeTaxes | The provision for income taxes differs from the amount computed at federal statutory rates as follows: |
Years Ended December 31, | |||||||
2003 | 2002 | ||||||
Income tax benefit at statutory rate | $ | (86,000 | ) | $ | (219,000 | ) | |
State taxes | (13,000 | ) | (32,000 | ) | |||
Other | 3,000 | 11,000 | |||||
Change in valuation allowance | 96,000 | 240,000 | |||||
$ | — | $ | — |
Deferred tax assets (liabilities) are comprised of the following: |
Years Ended December 31, | |||||||
2003 | 2002 | ||||||
Net operating loss carryforward | $ | 548,000 | $ | 452,000 | |||
Valuation allowance | $ | (548,000 | ) | $ | (452,000 | ) | |
$ | — | $ | — |
F-12 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
7. | Income Taxes Continued | As of December 31, 2003, the Company had net operating losses of approximately $1,464,000, which begin to expire in 2019. Since changes in the Company’s ownership have occurred, there would be an annual limitation of the amount of net operating loss carryforwards which could be utilized. The ultimate realization of these carryforwards is due, in part, on the tax law in effect at the time and future events which cannot be determined. |
A valuation allowance has been established that offsets the net deferred tax asset because there is significant uncertainty surrounding its ultimate realization. The uncertainty is caused by the Company’s recurring losses and the annual limits referred to above. | ||
8. | Supplemental Cash Flow Information | During the nine months ended September 30, 2004 and years ended December 31, 2003 and 2002, the Company paid cash for the following: |
2004 | 2003 | 2002 | ||||||||
Interest | $ | — | $ | 344 | $ | 1,347 | ||||
Income taxes | $ | — | $ | — | $ | — |
During the year ended December 31, 2002 the Company issued 600,000 shares of stock as payment of debt of $300,000. | ||
9. | Commitments | The Company has entered into a consulting agreement with a company for assistance with the application and approval process for their product with the Food and Drug Administration (FDA). The term of the contract extends until FDA approval is obtained, but may be terminated by either party with 30 days written notice. During the years ended December 31, 2003 and 2002, the Company made no payment under this contract. |
F-13 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
10. | Recent Accounting Pronounce- ments | In November 2002, the EITF reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for certain arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No. 00-21 did not have a material impact on operating results or financial condition of the Company. |
In April 2003, FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133, Accounting for Derivatives and Hedging Activities. SFAS 149 is generally effective for derivative instruments, including derivative instruments embedded in certain contracts, entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have a material impact on the operating results or financial condition of the Company. | ||
In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those financial instruments were classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. On November 7, 2003, FASB Staff Position 150-3 was issued, which indefinitely deferred the effective date of SFAS 150 for certain mandatory redeemable non-controlling interests. As the Company does not have any of these financial instruments, the adoption of SFAS 150 did not have any impact on the Company’s consolidated financial statements. |
F-14 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
10. | Recent Accounting Pronounce- ments Continued | In December 2003, the FASB issued Interpretation No. 46R (“FIN 46R”) (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (“ARB 51”), which addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46 (FIN 46), which was issued in January 2003. Before concluding that it is appropriate to apply ARB 51 voting interest consolidation model to an entity, an enterprise must first determine that the entity is not a variable interest entity (VIE). The provisions of FIN 46R must be applied for any existing VIE’s by 2005. For VIE’s created after December 31, 2003, the provisions of FIN 46R must be applied immediately. The Company is evaluating the applicability, if any, of this Interpretation. |
11. | Restatement of Financial Statements | The Company identified certain stock issuances and debt and equity transactions, which it had not recorded in its December 31, 2002 financial statements. This resulted in the Company’s financial statements being restated as of December 31, 2002 as follows: |
As Reported | As Restated | ||||||
General and administrative expenses | $ | 644,958 | $ | 744,708 | |||
Gain on extinguishment of debt | $ | — | $ | 98,507 | |||
Net loss | $ | (644,958 | ) | $ | (646,201 | ) | |
Common Stock | $ | 9,190 | $ | 9,397 | |||
Additional paid-in capital | $ | 544,317 | $ | 542,353 | |||
Deficit accumulated during development stage | $ | (1,215,865 | ) | $ | (1,217,108 | ) | |
Loss per common share - basic and diluted | $ | (0.02 | ) | $ | (0.02 | ) | |
Weighted average shares - basic and diluted | 29,467,000 | 30,144,000 |
F-15 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
12. | SubsequentEvents | On July 30, 2004, the Company became a wholly owned subsidiary of Grant Ventures, Inc. by merging with Impact Acquisition Corporation, a Utah corporation and wholly owned subsidiary of Grant Ventures, Inc. For accounting purposes the merger was treated as a recapitalization of the Company. |
Effective July 30, 2004, the Company reached an agreement with the holders of its related party notes payable to convert the notes to shares of the Company’s common stock at a price of $.1835 per share. As a result of the conversion agreement, $1,604 of accrued interest was forgiven and $45,779 of principal was converted into 249,475 shares. | ||
Subsequent to December 31, 2003, the Company obtained convertible bridge financing in the amount of $200,000. The holder of the note exercised the conversion rights and converted the principal balance of the note plus accrued interest of $4,219 into 2,720,000 shares of common stock, effective July 30, 2004. As the conversion rate was less than the market value of the Company’s common stock on the commitment date, a beneficial conversion feature existed. As a result, the Company recognized interest expense of $200,000. | ||
Effective July 30, 2004, the Company and the holder of its note payable in the amount of $587,753 entered into a debt conversion agreement. Pursuant to the terms of the agreement the holder agreed to forgive accrued interest of $170,889 and $237,753 of the principal balance of the note, leaving a remaining principal balance of $350,000. The remaining principal balance bears interest at six percent per annum, payable quarterly. The note is due July 30, 2007 and is convertible at the option of the note holder into shares of the Company’s common stock at the price of $3.00 per share. The holder was also issued 89,500 warrants with an exercise price of $.01 per share. The warrants were valued at $.03779 per share and were recognized as a reduction of the gain on extinguishment of debt. | ||
On July 5, 2004, the Company effected a forward stock split of 3.58 shares to 1. As a result of the split, the outstanding common stock of Impact Diagnostics increased from 9,793,497 to 35,060,720 shares. The effects of the forward split have been reflected in the statement of stockholders’ deficit as if it had occurred at the beginning of the periods presented. |
F-16 | ||
(FORMERLY IMPACT DIAGNOSITICS, INC.)
(A Development Stage Company)
12. | SubsequentEvents Continued | On September 20, 2004, the Company’s Board of Directors authorized the amending of the Company’s Articles of Incorporation to increase its authorized number of common shares to 150,000,000 shares. It also authorized the amendment of the Articles of Incorporation to allow the Company to issue up to 20,000,000 shares of preferred stock. |
In addition, on September 20, 2004, the Company’s Board of Directors approved a change in the Company’s name to Grant Life Sciences, Inc. The accompanying financial statements have been changed to reflect the change as if it had happened at the beginning of the periods presented. | ||
On July 20, 2004, the Company entered into an exclusive license agreement to use certain technologies in its cervical cancer tests. The term of the license agreement is 17 years, and requires the Company to make annual royalty payments ranging from 1% to 3% of net sales, with annual minimum royalty payments of $48,000 to be paid monthly in $4,000 installments. | ||
From July 2004 to November 2004, the Company issued options and warrants to purchase its common stock to various employees, consultants, and investors. Outstanding options and warrants total 8,072,958 and range in exercise price from $.01 to $.1853. | ||
On November 1, 2004, the Company’s Board of Directors approved the issuance of 250,000 shares of the Company’s common stock to a consultant for services. | ||
On November 16, 2004, holders of warrants exercised their right to purchase 2,403,000 shares of the Company’s common stock at an exercise price of $.01. The Company received proceeds of $24,030. |
F-17 | ||
GRANT LIFE SCIENCES, INC. | ||||||||
(A DEVELOPMENT STAGE COMPANY) | ||||||||
Pro Forma Balance Sheet | ||||||||
(Unaudited) |
Proforma | |||||||||||||||||||||||||
Reflecting | |||||||||||||||||||||||||
Reverse merger | |||||||||||||||||||||||||
and all | |||||||||||||||||||||||||
Transactions | |||||||||||||||||||||||||
Proforma Reflecting | Concurrent with | ||||||||||||||||||||||||
Grant June 30, | Impact June 30, | Adjustments June 30, | Reverse Merger June 30, | Adjustments June 30, | Reverse Merger June 30, | ||||||||||||||||||||
2004 | 2004 | 2004 | 2004 | 2004 | 2004 | ||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets - Cash | $ | — | $ | 13,093 | $ | 13,093 | $ | 1,494,937 | (d | ) | $ | 1,508,030 | |||||||||||||
Accounts Receivable - Trade | — | 4,000 | 4,000 | — | 4,000 | ||||||||||||||||||||
Employee receivables | — | 1,119 | 1,119 | — | 1,119 | ||||||||||||||||||||
Related party receivables | — | 2,110 | 2,110 | — | 2,110 | ||||||||||||||||||||
Property and equipment, net of accumulated depreciation | |||||||||||||||||||||||||
of $10,040, respectively | — | 7,711 | 7,711 | — | 7,711 | ||||||||||||||||||||
Deposits | — | 700 | 700 | — | 700 | ||||||||||||||||||||
Total assets | $ | — | $ | 28,733 | $ | — | $ | 28,733 | $ | 1,494,937 | $ | 1,523,670 | |||||||||||||
Liabilities and Stockholders' Deficit | |||||||||||||||||||||||||
Accounts payable | $ | 20,034 | $ | 83,385 | $ | — | $ | 103,419 | $ | — | $ | 103,419 | |||||||||||||
Accounts payable - stockholder | 39,778 | — | — | 39,778 | — | 39,778 | |||||||||||||||||||
Accrued interest payable | — | 179,755 | — | 179,755 | (1,604 | ) | (e | ) | 3,043 | ||||||||||||||||
(4,219 | ) | (f | ) | ||||||||||||||||||||||
(170,889 | ) | (g | ) | ||||||||||||||||||||||
Accrued wages payable | — | 34,800 | — | 34,800 | — | 34,800 | |||||||||||||||||||
Accrued payroll liabilities | — | 5,678 | — | 5,678 | — | 5,678 | |||||||||||||||||||
Related party notes payable | — | 45,779 | — | 45,779 | (45,779 | ) | (e | ) | — | ||||||||||||||||
Notes payable | — | 910,253 | — | 910,253 | (200,000 | ) | (f | ) | 472,500 | ||||||||||||||||
(237,753 | ) | (g | ) | ||||||||||||||||||||||
Total current liabilities | 59,812 | 1,259,650 | — | 1,319,462 | (660,244 | ) | 659,218 | ||||||||||||||||||
Related party notes payable | — | — | — | — | — | — | |||||||||||||||||||
Total liabilities | 59,812 | 1,259,650 | — | 1,319,462 | (660,244 | ) | 659,218 | ||||||||||||||||||
Commitments and contingencies | — | — | — | — | — | ||||||||||||||||||||
Stockholders' deficit: | |||||||||||||||||||||||||
Common stock, 53,590,821 shares issued and | |||||||||||||||||||||||||
outstanding (c) | 6,000 | 9,794 | 25,267 | (b | ) | 41,061 | 9,561 | (d | ) | 53,591 | |||||||||||||||
249 | (e | ) | |||||||||||||||||||||||
2,720 | (f | ) | |||||||||||||||||||||||
Additional paid in capital | 178,689 | 694,526 | (244,501 | ) | (a | ) | 603,447 | 1,485,376 | (d | ) | 2,539,234 | ||||||||||||||
(25,267 | ) | (b | ) | 45,530 | (e | ) | |||||||||||||||||||
201,499 | (f | ) | |||||||||||||||||||||||
200,000 | (f | ) | |||||||||||||||||||||||
3,382 | (g | ) | |||||||||||||||||||||||
Deficit accumulated during development stage | (244,501 | ) | (1,935,237 | ) | 244,501 | (a | ) | (1,935,237 | ) | 1,604 | (e | ) | (1,728,373 | ) | |||||||||||
(200,000 | ) | (f | ) | ||||||||||||||||||||||
408,642 | (g | ) | |||||||||||||||||||||||
(3,382 | ) | (g | ) | ||||||||||||||||||||||
Total stockholders' deficit: | (59,812 | ) | (1,230,917 | ) | — | (1,290,729 | ) | 2,155,181 | 864,452 | ||||||||||||||||
$ | — | $ | 28,733 | $ | — | $ | 28,733 | $ | 1,494,937 | $ | 1,523,670 |
P-1 | ||
GRANT LIFE SCIENCES, INC. | |||||
(A DEVELOPMENT STAGE COMPANY) | |||||
Pro Forma Statement of Operations | |||||
(Unaudited) |
Grant | Impact | Adjustments | Proforma | |||||||||||||
For the Six | For the Six | For the Six | For the Six | |||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2004 | 2004 | 2004 | 2004 | |||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||
General and administrative expenses | 19,403 | 281,624 | (19,403 | ) | (a | ) | 281,624 | |||||||||
Research and development | — | 143,858 | — | 143,858 | ||||||||||||
Operating loss | (19,403 | ) | (425,482 | ) | 19,403 | (425,482 | ) | |||||||||
Other (income) expense: | ||||||||||||||||
Interest expense | 1,752 | 38,765 | (1,752 | ) | (a | ) | 38,765 | |||||||||
Loss before income taxes | (21,155 | ) | (464,247 | ) | 21,155 | (464,247 | ) | |||||||||
Income tax benefit | — | — | — | — | ||||||||||||
Net loss | $ | (21,155 | ) | $ | (464,247 | ) | $ | 21,155 | $ | (464,247 | ) | |||||
Net loss per common share -basic and diluted | $ | (0.01 | ) | |||||||||||||
Weighted average shares -basic and diluted | 40,701,000 |
P-2 | ||
GRANT LIFE SCIENCES, INC. | |||||
(A DEVELOPMENT STAGE COMPANY) | |||||
Pro Forma Statement of Operations - December 31, 2003 | |||||
(Unaudited) |
Grant | Impact | Adjustments | Proforma | |||||||||||||
Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2003 | 2003 | 2003 | 2003 | |||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||
General and administrative expenses | 8,643 | 138,820 | (8,643 | ) | (a | ) | 138,820 | |||||||||
Research and development | — | 51,108 | — | 51,108 | ||||||||||||
Operating loss | 8,643 | 189,928 | (8,643 | ) | 189,928 | |||||||||||
Other (income) expense: | ||||||||||||||||
Gain on extinguishment of debt | — | — | — | — | ||||||||||||
Interest expense | 2,965 | 63,953 | (2,965 | ) | (a | ) | 63,953 | |||||||||
Loss before income taxes | (11,608 | ) | (253,881 | ) | 11,608 | (253,881 | ) | |||||||||
Income tax benefit | — | — | — | — | ||||||||||||
Net loss | $ | (11,608 | ) | $ | (253,881 | ) | $ | 11,608 | $ | (253,881 | ) | |||||
Net loss per common share -basic and diluted | $ | (0.01 | ) | |||||||||||||
Weighted average shares -basic and diluted | 33,842,000 |
P-3 | ||
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS |
Pro forma adjustments reflecting the reverse merger of Grant Life Sciences, Inc. and Impact Diagnostics, Inc. |
(a) The unaudited pro forma balance sheet at June 30, 2004 gives effect to the Merger (on July 30, 2004) of Impact Acquisition Corporation, a whollyowned subsidiary of the Company, into Impact Diagnostics, Inc. (a development stage company). The transaction is accounted for as a reverse mergeror recapitalization of Impact Diagnostics, Inc. The unaudited pro forma consolidated balance sheet as of June 30, 2004 estimates the pro forma effect ofthe Merger as if it had been consummated on June 30, 2004. The unaudited pro forma consolidated statements of operations for the year endedDecember 31, 2003 and the six months ended June 30, 2004 estimate the pro forma effect of the Merger as if it had been consummated at the beginningof the respective periods. |
(b) In connection with the Merger, on July 5, 2004, Impact Diagnositsc, Inc. effected a forward stock split of 3.58 shares to 1. As a result of thesplit, the outstanding common stock of Impact Diagnostics increased from 9,793,497 to 35,060,720 shares. Pursuant to the Merger Agreement,each share of Impact Diagnostics common stock was exchanged for one share of Grant Life Sciences common stock. All numbers in the proformafinancial statements have been adjusted to reflect the stock split. |
(c) Prior to the Merger, the Company had 50,000,000 authorized shares of common stock, par value $0.001 per share, and Impact Diagnositcshad 100,00,000 authorized shares of common stock, par value $0.001 per share. The Company plans to amend its articles of incorporation toincrease its authorized shares of common stock to 100,000,000. These share numbers included in the pro forma financial statements assume thatthe Board of Directors and the stockholders of the Company have approved this increase in the authorized capital of the Company. |
Pro Forma adjustments for transactions that occurred concurrent with the Reverse Merger |
(d) The unaudited pro forma balance sheet at June 30, 2004 gives effect to the issuance by the Company in a private placement of 1,912,125 units(9,560,625 shares), at a purchase price of $0.9175 per unit ($0.1835 per share). Each unit is conprised of Five (5) shares of the Company'scommon stock and a warrant to purchase one (1) share of the Company's common stock at an exercise price of $0.18 per share. The netproceeds to the Company were $1,494,937 after payment of legal and financial consultant fees. After the Merger, the Company will haveoutstanding options and warrants to purchase 8,700,982 shares of Common Stock. |
Gross proceeds from issuance of common stock | $1,754,375 | |||
Costs of issuance i.e. legal, financial, travel | 259,438 | |||
Net proceeds in cash to company | $ | 1,494,937 | ||
(e) Impact Diagnostics, Inc. has reached an agreement with affiliates who held notes payable to convert their notes to shares at a price of $.1835per share. The conversion agreement has an effective date of July 30, 2004 and includes a waiver of the related accrued interest on these notespayable. As a result of the conversion agreement, $45,779 of principal was converted into 249,475 shares. |
(f) Impact Diagnostics, Inc. has a bridge loan with conversion rights provided in the amount of $200,000. The lender has exercised the conversionof its note and accrued interest of $4,219 into 2,720,000 shares in connection with the Merger. |
(g) In connection with the merger, Impact Diagnostics entered into a debt conversion agreement with Citadel Capital Management to convertCitadel's convertible note to stock at a conversion price of $.8379 per share. In connection with this agreement, Citadel Capital Managementagreed to forgive the accrued interest of $170,889 and $237,753 of the original principal leaving a remaining balance of $350,000. Citadel CapitalManagement was also given 89,500 warrants to purchase additional shares at a price of $.01 per share. |
P-4 | ||
Securities and Exchange Commission Registration Fee | $ | 2,310 |
Printing Fees and Expenses | $ | 1,000 |
Legal Fees and Expenses | $ | 72,000 |
Accounting Fees and Expenses | $ | 23,000 |
Miscellaneous | $ | 18,000 |
II-1 | ||
II-2 | ||
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of July 6, 2004, by and among Grant Ventures, Inc., Impact Acquisition Corporation and Impact Diagnostics, Inc. (1) | |
3.1 | Articles of Incorporation of North Ridge Corporation, filed with the Secretary of State of Nevada on January 31, 2000. (1) | |
3.2 | Certificate of Amendment to Articles of Incorporation of North Ridge Corporation, changing its name to Grant Ventures, Inc. and changing its authorized capital to 50,000,000 shares, par value $0.001 per share, filed with the Secretary of State of Nevada on May 30, 2001. (1) | |
3.3 | Form of Amended and Restated Articles of Incorporation of Grant Ventures, Inc. (1) | |
3.4 | Articles of Merger for the merger of Impact Diagnostics, Inc. (Utah) and Impact Acquisitions Corporation (Utah), filed with the Secretary of State of Utah on July 30, 2004. (1) | |
3.5 | Bylaws of Grant Life Sciences, Inc. | |
4.1 | Securities Purchase Agreement between Grant Ventures, Inc. and the purchasers party thereto. (1) | |
4.2 | Registration Rights Agreement between Grant Ventures, Inc. and the purchasers party thereto. (1) | |
4.3 | Form of Common Stock Purchase Warrant. (1) | |
5.1 | Opinion of Sichenzia Ross Friedman Ference LLP | |
10.1 | 6% Convertible Promissory Note in the amount of $350,000, dated as of July 23, 2004, between Impact Diagnostics, Inc. and James H. Donell, as receiver of Citadel Capital Management, Inc. (1) | |
10.2 | Warrant, dated July 23, 2004, of James H. Donell, as receiver of Citadel Capital Management, Inc., to purchase 89,500 shares of common stock of Impact Diagnostics, Inc. (1) | |
10.3 | Letter Agreement, dated July 1, 2004, between Impact Diagnostics, Inc. and Duncan Capital LLC. (1) | |
10.4 | Letter Agreement, dated July 1, 2004, between Impact Diagnostics, Inc. and Michael Ahlin. (1) | |
10.5 | Letter Agreement, dated July 1, 2004, between Impact Diagnostics, Inc. and Dr. Mark Rosenfeld. (1) | |
10.6 | 2004 Stock Incentive Plan of Grant Ventures, Inc. (1) | |
10.7 | Incentive Stock Option Agreement, dated as of July 6, 2004, between Impact Diagnostics, Inc. and Stan Yakatan. (1) | |
10.8 | Incentive Stock Option Agreement, dated as of July 6, 2004, between Impact Diagnostics, Inc. and John C. Wilson.(1) | |
10.9 | Employment Agreement between Michael L. Ahlin and Impact Diagnostics, Inc., dated January 1, 2004, as amended by the Amendment of Employment Agreement, dated July 1, 2004. (1) | |
10.10 | Employment Agreement between Mark J. Rosenfeld and Impact Diagnostics, Inc., dated January 1, 2004, as amended by the Amendment of Employment Agreement, dated July 1, 2004. (1) | |
10.11 | Exclusive License Agreement between Impact Diagnostics, Inc. and Dr. Yao Xiong Hu, M.D., dated July 20, 2004 (incorporated by reference to Form 10-QSB filed with SEC on November 19, 2004). | |
16.1 | Letter dated August 30, 2004 from HJ & Associates, LLC to the Securities and Exchange Commission. (1) | |
21.1 | Subsidiaries of Grant Ventures, Inc. (1) | |
23.1 | Consent of Tanner + Co. | |
23.2 | Consent of Sichenzia Ross Friedman Ference LLP (see exhibit 5.1). |
II-3 | ||
GRANT VENTURES, INC. | ||
| | |
By: | /s/ Stan Yakatan | |
Stan Yakatan | ||
President and Chief Executive Officer |
Signature | Title | Date | |||
/s/ Stan Yakatan Stan Yakatan | President, Chef Executive Officer and Chairman of the Board | January 25 2005 | |||
/s/ John C. Wilson John C. Wilson | Chief Financial Officer and Chief Accounting Officer | January 25, 2005 | |||
/s/ Michael Ahlin Michael Ahlin | Vice President and Director | January 25, 2005 | |||
/s/ Jack Levine Jack Levine | Director | January 25, 2005 | |||
/s/ Kevin Crow Kevin Crow | Director | January 25, 2005 | |||
/s/ Erik Wilkinson Erik Wilkinson | Director | January 25, 2005 |
II-4 |