UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the quarterly period ended November 30, 2013 |
| | |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from __________ to __________ |
| 000-53700 |
| Commission File Number |
| |
| Cortronix Biomedical Advancement Technologies Inc. |
| (Exact name of registrant as specified in its charter) |
| | |
| Nevada | 98-0515701 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
8200 N.W. 41st Street, Suite 145B, Doral, FL | 33166 |
| (Address of principal executive offices) | (Zip Code) |
| |
| (786) 859-3585 |
(Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| | | | |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS
| 349,500,000 shares of common stock issued and outstanding as of February 28, 2014 |
| (Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.) |
Cortronix Biomedical Advancement Technologies Inc.
TABLE OF CONTENTS
| | | Page |
| | PART I – Financial Information | |
| Financial Statements | 5 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| Quantitative and Qualitative Disclosures About Market Risk | 9 |
| Controls and Procedures | 9 |
| | | |
| | PART II – Other Information | |
| Legal Proceedings | 10 |
| Risk Factors | 10 |
| Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
| Defaults Upon Senior Securities | 10 |
| Mine Safety Disclosures | 10 |
| Other Information | 10 |
| Exhibits | 11 |
| | | 12 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2013 filed on February 21, 2014.
In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States dollars and references to “we,” “us,” “Company,” “our” means CorTronix Biomedical Advancement Technologies Inc., unless otherwise indicated.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. 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 management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month periods ended November 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2014. For further information refer to the consolidated financial statements and footnotes thereto included in our Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2013.
| | Page |
| Unaudited Consolidated Financial Statements | |
| F-1 |
| F-2 |
| F-3 |
| F-4 to F-9 |
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC. (A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
| | | November 30, 2013 (Unaudited) | | | August 31, 2013 | |
| ASSETS | | | | | | |
| Current assets | | | | | | |
| Cash | | $ | - | | | $ | 640 | |
| Prepaid expenses | | | 60,377 | | | | 60,377 | |
| Total current assets | | | 60,377 | | | | 61,017 | |
| | | | | | | | | |
| Security deposit | | | 3,390 | | | | 3,390 | |
| Equipment and furniture, net | | | 19,300 | | | | 20,962 | |
| | | | | | | | | |
| Total Assets | | $ | 83,067 | | | $ | 85,369 | |
| | | | | | | | | |
| LIABILTIES AND STOCKHOLDERS’ DEFICIENCY | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 45,209 | | | $ | 77,625 | |
| Accounts payable and accrued liabilities, related parties | | | 72,077 | | | | 28,827 | |
| Accrued interest | | | 136,901 | | | | 116,473 | |
| Payroll liabilities | | | 9,943 | | | | 9,943 | |
| Advances from related parties | | | 89,236 | | | | 85,008 | |
| Notes payable | | | 819,374 | | | | 819,374 | |
| Total Current Liabilities | | | 1,172,740 | | | | 1,137,250 | |
| | | | | | | | | |
| STOCKHOLDERS’ DEFICIENCY | | | | | | | | |
Common stock: 800,000,000 shares authorized, at $0.001 par value 349,500,000 and 287,000,000 shares issued and outstanding at November 30, 2013 and August 31, 2013, respectively | | | 349,500 | | | | 287,000 | |
| Capital in excess of par value | | | 4,048,798 | | | | (888,702 | ) |
| Deficit accumulated during the development stage | | | (5,487,971 | ) | | | (450,179 | ) |
| Total Stockholders’ Deficiency | | | (1,089,673 | ) | | | (1,051,881 | ) |
| Total Liabilities and Stockholders’ Deficiency | | $ | 83,067 | | | $ | 85,369 | |
The accompanying notes are an integral part of these financial statements.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC. (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended November 30, 2013 and 2012
and for the period from
August 3, 2012 (date of inception) to November 30, 2013
| | | Three months ended November 30, | | | August 3, 2012 (date of inception) to November 30, | |
| | | 2013 | | | 2012 | | | 2013 | |
| | | | | | | | | | |
| REVENUE | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | |
| Professional fees | | | 110 | | | | 12,706 | | | | 43,308 | |
| Patent fees | | | - | | | | - | | | | 19,792 | |
| Salary and wages | | | 43,250 | | | | 43,250 | | | | 236,134 | |
| Depreciation | | | 1,662 | | | | 255 | | | | 2,679 | |
| Marketing expenses | | | 4,200,000 | | | | - | | | | 4,200,000 | |
| Other general and administrative expenses | | | 12,342 | | | | 31,388 | | | | 131,064 | |
| OPERATING LOSS | | | (4,257,364 | ) | | | (87,599 | ) | | | (4,632,977 | ) |
| | | | | | | | | | | | | |
| Other income and expense | | | | | | | | | | | | |
| Interest expense | | | (20,428 | ) | | | (14,624 | ) | | | (94,994 | ) |
| Loss on debt settlement | | | (760,000 | ) | | | - | | | | (760,000 | ) |
| | | | | | | | | | | | | |
| NET LOSS | | $ | (5,037,792 | ) | | $ | (102,223 | ) | | $ | (5,487,971 | ) |
| | | | | | | | | | | | | |
| Basic and diluted loss per share | | $ | (0.02 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average number of shares outstanding, basic and diluted | | | 294,554,945 | | | | 273,461,538 | | | | | |
The accompanying notes are an integral part of these financial statements.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC. (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 2013 and 2012
and for the period from August 3, 2012 (date of inception) to November 30, 2013
| | | Three Months ended November 30, 2013 | | | Three Months ended November 30, 2012 | | | From inception (August 3, 2012) to November 30, 2013 | |
| | | | | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net loss | | $ | (5,037,792 | ) | | $ | (102,223 | ) | | $ | (5,487,971 | ) |
| Adjustment to reconcile net loss to net cash (used in) operating activities: | | | | | | | | | | | | |
| Shares issued for marketing expenses | | | 4,200,000 | | | | - | | | | 4,200,000 | |
| Loss on shares issued for settlement of accounts payable | | | 760,000 | | | | - | | | | 760,000 | |
| Depreciation | | | 1,662 | | | | 255 | | | | 2,679 | |
| Change in operating assets and liabilities: | | | | | | | | | | | | |
| Accrued interest | | | 20,428 | | | | 14,624 | | | | 94,994 | |
| Damage deposit | | | - | | | | - | | | | (3,390 | ) |
| Prepaid expenses | | | - | | | | (65,168 | ) | | | (60,377 | ) |
| Payroll liabilities | | | - | | | | 1,931 | | | | 9,943 | |
| Advances from related party | | | 4,228 | | | | - | | | | 54,878 | |
| Accounts payable and accrued liabilities | | | 7,584 | | | | 368 | | | | 65,507 | |
| Accounts payable and accrued liabilities– related parties | | | 43,250 | | | | 4,000 | | | | 72,077 | |
| Net cash provided by (used) in operating activities | | | (640 | ) | | | (146,213 | ) | | | (291,660 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
| Acquisition of equipment and furniture | | | - | | | | (8,938 | ) | | | (21,979 | ) |
| Cash from acquisition | | | - | | | | - | | | | 22,889 | |
| Net cash provided by ( used) in investing activities | | | - | | | | (8,938 | ) | | | 910 | |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Proceeds from notes | | | - | | | | 150,000 | | | | 290,000 | |
| Proceeds from issuance of common stock | | | - | | | | - | | | | 750 | |
| Net cash provided by financing activities | | | - | | | | 150,000 | | | | 290,750 | |
| | | | | | | | | | | | | |
| Increase (decrease) in cash during the period | | | (640 | ) | | | 17,738 | | | | (640 | ) |
| Cash, beginning of period | | | 640 | | | | 31,686 | | | | 640 | |
| Cash, end of period | | $ | - | | | $ | 49,424 | | | $ | - | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Supplemental disclosure of non-cash investing activities: | | | | | | | | | | | | |
| Shares issued to settle accounts payable | | $ | 40,000 | | | $ | - | | | $ | 40,000 | |
| Accounts payable acquired from reverse acquisition | | | - | | | | - | | | | 19,702 | |
| Accrued interest acquired from reverse acquisition | | | - | | | | - | | | | 41,907 | |
| Advances from related parties acquired from reverse acquisition | | | - | | | | - | | | | 34,358 | |
| Notes payable acquired from reverse acquisition | | | - | | | | - | | | | 579,373 | |
| Loan receivable | | | - | | | | - | | | | (50,000 | ) |
| | | $ | 40,000 | | | $ | - | | | $ | 665,340 | |
The accompanying notes are an integral part of these financial statements.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC. (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
1. ORGANIZATION AND BASIS OF PRESENTATON
CorTronix Biomedical Advancement Technologies Inc. (formerly Pana-Minerales S.A.) (the “Company”), was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties.
On August 15, 2012, we entered into an acquisition agreement with CorTronix Technologies Inc. (“CorTronix”). The officer and director of CorTronix, Yoel Palomino is also the officer and director of the Company, and is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition and its only operations were the development of a proprietary technology known as Corlink. Corlink, is an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the acquisition agreement CorTronix became a wholly owned subsidiary of the Company and is now the operational company which will continue with the commercialization of the technology it holds. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company. The Share Exchange Agreement was completed on September 11, 2012.
The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of CorTronix. Under reverse acquisition accounting CorTronix (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.
Both the Company and its subsidiary CorTronix have a fiscal year end of August 31
The interim consolidated financial statements for the three months ended November 30, 2013 are unaudited. These consolidated financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the fiscal year ended August 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended August 31, 2013 filed with the Securities and Exchange Commission on February 21, 2014.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
These consolidated financial statements include the accounts of CorTronix Biomedical Advancement Technologies Inc., and its wholly-owned subsidiary, CorTronix Technologies Inc. All intercompany balances and transactions have been eliminated in consolidation.
Development- Stage
CorTronix Biomedical Advancement Technologies Inc. is a development-stage company as defined in Accounting Standards Codification (“ASC”) 915 Development-Stage Entities, as it is developing an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. There have been no revenues from planned principal operations or sales from August 3, 2012 (date of inception) through to November 30, 2013. Consequently, cumulative amounts are presented in these consolidated financial statements.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation and amortization of property and equipment are calculated using the straight-line method over the assets’ estimated useful lives as follows: computer hardware and software (three years), leasehold improvements (the shorter of five years or lease life), furniture and fixtures (five years) and equipment (three to ten years).
Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.
Research and Development
Research and development costs are expensed as incurred. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be capitalized classified as property, plant and equipment and depreciated over their estimated useful lives. To date, research costs, including amounts paid for man hours allocated to ongoing technology development, have been expensed when incurred.
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized. As of November 30, 2013, the Company had a deferred tax asset and related valuation allowance of $2,222,600, which begins to expire in 2032, related to its current operations.
Section 382 of the Internal Revenue Code imposes limitations on net loss carryforwards when there is a change in control. Due to the change of business and management, the Company has assumed loss carryforwards related to the Company’s prior operations will not be available to offset future taxable income. CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Advertising and Market Development
The Company expenses advertising and market development costs as incurred.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
Recent Accounting Pronouncements
There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of November 30, 2013, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.
3. GOING CONCERN
The Company will need additional working capital to service its debt, for ongoing operational expenses and to continue with the commercialization of its development stage technology, which raises substantial doubt about its ability to continue as a going concern. While management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans and advances, equity funding, and long term financing, which will enable the Company to operate for the coming year, there can be no assurance that funds will be available to the Company if and when needed. CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
4. PREPAID EXPENSES
The following table provides details of the Company’s prepaid expenses as of November 30, 2013 and August 31, 2013:
| | | November 30, 2013 | | | August 31, 2013 | |
| Advances to manufacturer | | | 60,377 | | | | 60,377 | |
| | | $ | 60,377 | | | $ | 60,377 | |
Prepaid expenses of $60,377 consist of amounts advanced to manufacturing firms with respect to the development of Corlink prototypes and manufacturing moulds. As at the date of this report certain of the moulds have been completed and during September 2013 the prototype for CorTab was received, has beentested and is considered mostly functional and ready for trials. The Company has made request for a statement of account from the manufacturers in order to capitalize qualifying expenditures. As at the date of this report the requested statement has not yet been received.
5. Property and equipment
| | | November 30, 2013 | | | August 31, 2013 | |
| Computer hardware and software | | $ | 6,191 | | | $ | 6,191 | |
| Testing equipment | | | 10,701 | | | | 10,701 | |
| Office furniture | | | 5,087 | | | | 5,087 | |
| Total | | | 21,979 | | | | 21,979 | |
| Accumulated depreciation | | | (2,679 | ) | | | (1,017 | ) |
| | | $ | 19,300 | | | $ | 20,962 | |
On August 22, 2012, CorTronix leased office space in Hialeah, Florida on a one year lease with monthly rental payments of $1,814 per month including applicable taxes. The lease was renewed during the year for a further term ending on August 22, 2014 with monthly rental payments of $1,869 per month including applicable taxes.
Under the terms of the above noted lease, the Company was required to provide a security deposit totaling $3,990. The security deposit is held by the Landlord without interest and shall be applied by the Landlord on account of the last month’s rent. The amount is included on the balance sheet of the Company as "Security Deposit."
On July 25, 2013, the Company entered into a marketing agreement with Global Investment Strategies S.A. LLC., a company with offices in Saudi Arabia (“GIS”) whereby GIS is granted the exclusive license for the Middle East and will provide support, management and personnel to make strategic introductions to end users of the Cortronix technologies, including but not limited to hospitals, government agencies, the military and certain airlines in the middle east and other countries. The Company is not requested to pay any payments, fees, royalties or other consideration other than to issue a total of 52,500,000 shares of the common stock of the Company which were issued on November 19, 2013. The contract also gives GIS the right to appoint a member to the Board of Directors; however, no appointment has yet been made. The agreement has an initial term of five years and renew automatically for an additional five years unless written notice is provided by either party. CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
7. COMMITMENTS (continued)
On September 6, 2013, the Company entered into a consulting and investor relations agreement with Maplehurst Investment Group, LLC (“Maplehurst”). The Company had previously during November 2012, engaged Maplehurst to provide consulting and investor relations services for a fee of $5,000 per month. Under the terms of the new agreement, the Company agreed to settle the outstanding amount of $40,000 under the contract with Maplehurst by way of the issuance of 10,000,000 shares of the common stock of the Company and Maplehurst agreed to provide services under the contract for an additional twelve month period for no further consideration. The shares were issued on November 19, 2013.
8. LOANS PAYABLE
A summary of the principal balances of notes payable included in the consolidated balance sheet as of November 30, 2013:
| Date | | Principal | |
| April 15, 2011 | | $ | 50,000 | |
| May 6, 2011 | | | 50,000 | |
| May 26, 2011 | | | 31,000 | |
| September 30, 2011 | | | 49,798 | |
| October 5, 2011 | | | 3,903 | |
| November 5, 2011 | | | 8,570 | |
| November 7, 2011 | | | 50,000 | |
| January 10, 2012 | | | 1,995 | |
| March 12, 2012 | | | 21,320 | |
| March 27, 2012 | | | 200,000 | |
| April 5, 2012 | | | 6,214 | |
| April 10, 2012 | | | 100,000 | |
| July 6, 2012 | | | 6,573 | |
| November 9, 2012 | | | 150,000 | |
| February 4, 2013 | | | 50,000 | |
| April 2, 2013 | | | 40,000 | |
| | | $ | 819,374 | |
At November 30, 2013, there was a balance of $819, 374 outstanding, due and payable to an unrelated third party. These notes each have a one year term, bearing interest at ten (10%) percent per annum and are payable in full on the anniversary date. The accrued interest for the three months period ended November 30, 2013 was $20,428 (November 30, 2012 - $14,624). The Company did not make any payments towards accrued interest in the period, leaving an amount of $136,901 (August 31, 2013 - $116,473) reflected on the Company’s balance sheet as Accrued Interest.
Certain of these loans with a principal balance totaling $729,374 came due and payable in the current period at which time the lender verbally agreed to convert the loans to “demand” loans, with interest continuing to accrue until such time as they are paid in full.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2013
9. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
A former officer and director and 11% shareholder was due an amount totaling $34,358 (August 31, 2013 - $34,358) which amount bears no interest, is unsecured and payable on demand.
On August 3, 2012, the Company entered into a consulting agreement with Mr. Yoel Palomino, director and officer of the Company. Under the terms of the agreement, the Company will pay an annual salary of $125,000 to Mr. Palomino, payable weekly. During the three month period ended November 30, 2013, the Company accrued management fees of $31,250 (November 30, 2012 - $31,250). The Company did not make any cash payments to Mr. Palomino in the period, leaving $48,077 (August 31, 2013 – $16,827) due and payable to Mr. Palomino pursuant to the agreement.
During the three month period ended November 30, 2013, Mr. Palomino further advanced the Company $4,228 in order to settle certain operating expenses payable as they came due. As of November 30, 2013, $54,878 (August 31, 2013 - $50,650) had been advanced by Mr. Palomino and was due for reimbursement.
During the three month period ended November 30, 2013, Mr. Jorge Saer, the Chief Technology Officer of the Company, invoiced a total amount of $12,000 (November 30, 2012 - $12,000) for project development services. The Company did not make any cash payments to Mr. Saer, leaving $24,000 (August 31, 2013 – $12,000) due and payable to Mr. Saer as at November 30, 2013.
During the three month period ended November 30, 2013, an amount of $38,563 from the salary and wage expenses for Yoel Palomino and Jorge Saer was attributed to research and development with respect to the Company’s software currently under development.
10. CAPITAL STOCK
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“Cortronix”). Under the term of the acquisition agreement, the Company acquired all of the issued and outstanding shares of Cortronix in exchange for the issuance of 175,000,000 restricted shares of the Company. On September 11, 2012, the Company completed this transaction. All outstanding shares have been restated to reflect the effect of the business combination.
On November 19, 2013, we issued 10,000,000 shares of common stock at $0.001 per share in settlement of $40,000 due to Maplehurst. (ref Note 7). The shares of common stock were valued at $0.08 per share, totaling $800,000, the fair market value of the shares on the date of issuance. The excess value was recorded as a loss totaling $760,000.
On November 19, 2013, we issued a total of 52,500,000 shares of common stock to GIS. (ref Note 7) The shares of common stock were valued at $0.08 per share, totaling $4,200,000, the fair market value of the shares on the date of issuance. The value was recorded as marketing expense.
As at November 30, 2013, the Company had a total of 349,500,000 shares of common stock issued and outstanding.
11. SUBSEQUENT EVENTS
On December 30, 2013, the Company received funds in the amount of $15,500 from a third party. The loan is a one-year unsecured promissory note with interest at a rate of 18% per 365 day period. After the maturity date, the note shall accrue interest at a rate of 18%, payable semi-annually, plus a penalty of 6% per 30 day period. Should the principal amount of the note and all accrued interest not be repaid within 30 days after the maturity date, the Company should pay a penalty in the form of shares of common stock equal to 18,750 shares per month pro-rated daily.
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The Company was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties. The Company divested itself of all of its mining properties during 2012, upon finalizing the agreements with CorTronix Technologies Inc. CorTronix is a BioMedical corporation with a core competency in Mobile Cardio Devices. CorTronix™ is in development stages of creating a complete product line that will consist of what management believes to be revolutionary multiple mobile devices with the capacity to acquire and process patient's data through a consolidated “Single Source” Network.
On August 15, 2012, we entered into an acquisition agreement with CorTronix Technologies Inc. (“CorTronix”). Yoel Palomino, the sole officer and director of the Company is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition. The assets of CorTronix are CorlinkTM an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the common stock of the Company in exchange for all of the issued and outstanding shares of CorTronix. The transaction was completed on September 11, 2012.
The Company is developing the CorTronix technology through its wholly-owned subsidiary.
Results of Operations
We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed.
During the three months ended November 30, 2013 and November 30, 2012 we earned no revenues from operations. For the fiscal year ended November 30, 2013 we incurred losses from operations of $4,257,364 and a net loss of $5,037,792 as compared to losses from operations of $87,599 and a net loss of $102,223 for the three months ended November 30, 2012. The substantial increase in losses for the three months ended November 30, 2013 over the comparable period ended November 30, 2012 is related to the Company progressing its business and the entry into a marketing agreement whereby the Company issued shares which were valued at $0.08 as of the date of issuance. The substantial increase in operating losses for the three months ended November 30, 2013 is primarily attributed to marketing expenses in the amount of $4,200,000 related to the issuance of shares in consideration of a marketing agreement with no comparable expense in the period ended November 30, 2012/ Salaries and wages stayed constant period over period at $43,250, professional fees decreased from $12,706 (November 30, 2012) to $110 at November 30, 2013, general and administrative expenses also decreased from $31,388 (November 30, 2012) to $12,342 at November 30, 2013 while depreciation increased from $255 (November 30, 2012 to $1662 at November 30, 2013. Not taking into account the expense of $4,200,000 our expenses for operations decreased from $87,599 for the period ended November 30, 2012 to $57,374 at November 30, 2013. Our net loss includes an interest expense of $20,428 for the three months ended November 30, 2013 as compared to an interest expense of $14,624 for the comparable period ended November 30, 2012 and a loss on debt settlement of $760,000 for the three months ended November 30, 2013 with no comparable loss for the three months ended November 30, 2012. The $760,000 was due to the issuance of shares in settlement of $40,000 debt with the 10,000,000 shares being valued at $0.08 per share.
Period from inception, August 3, 2012 to November 30, 2013
Our revenues since inception to date have been $nil. Since inception, losses from operations have totaled $4,632,977 and we have net loss of $5,487,971. We expect to continue to incur losses as a result of continued research and development expenses for our technology, marketing and manufacturing expenses and as a result of expenditures for general and administrative activities while we remain in the development stage.
Liquidity and Capital Resources
As of the three months ended November 30, 2013 we had no cash, prepaid expenses of $60,377 and a working capital deficiency of $1,112,360as compared to our fiscal year ended August 31, 2013, when we had approximately $640 in cash, prepaid expenses of $60,377 and a working capital deficiency of $1,076,233 During the three months ended November 30, 2013 we used net cash of $640 in operating activities compared to $146,213 during the three months ended November 30, 2012.
During the three months ended November 30, 2012, we received $150,000 by way of loans from an unrelated third party in order to fund operations with no comparable loans received for the period ended November 30, 2013. While the Company has been receiving funding from loans and from related party advances we have not received sufficient funds to meet our obligations as they become due. This lack of available funding when needed has impacted not only on the development of our business but on our ability to meet our filing obligations with the requisite regulatory authorities. There can be no assurance that we will be able to raise funding when required and we may not be able to continue operations. The Company intends to seek additional funding by way of loans or equity financings.
We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital. Unless the Company can raise additional funds it will not be able to be able to continue to meet its filing requirements when they come due. Further, it will not have any funding with which to continue to further the development and marketing of its proprietary technologies. This could mean a loss of your investment.
We anticipate that we will require a minimum of $1,500,000 over the next twelve months in order to finalize the R&D on the majority of our products and to maintain public company operations and to pay our outstanding liabilities. The Company believes that $600,000 would be sufficient funding if it did not have to repay its outstanding loans. In that twelve month period we anticipate that we will have 4 out of 5 prototypes completed and in the approval process while continuing development of the final products. We are allocating a total of $183,000 for remaining R&D for the upcoming 12 months; however we may not expend the entire R&D budget over the twelve month period as it is dependent on the timelines for development of each product. During the fiscal year ended November 30, 2013, an amount of $154,250 from salaries and consulting fees paid or accrued to Yoel Palomino and Jorge Saer was designated as R&D expenditures. Following is an updated review of the status of the Company’s technology as of the date of this filing. There has been no change in status from the information as provided in the Company’s Form 10-K filed on February 21, 2014.
CorLink&CorView:
99% complete
The cloud system is 98% complete, as the mechanism for sending and receiving studies is implemented with email notification along with the User management and security protocols. The mobile application is also 99-100% complete allowing for users to capture, analyze, process, manage and send 12 lead high resolution ECGs.
Cost to completion between $5,000 and $30,000 for FDA approvals and medical trials. This amount does not include marketing or sales costs which are not yet determined. For the purposes of our funding requirements we have used $30,000 for completion costs, but have not impacted any marketing or sales costs as those will be determined once the medical trials and FDA approvals have been received.
CorTab:
99% complete
From the date of acquisition of the project the Company has migrated from an embedded ECG solution to a Bluetooth based solution through the R&D process. A prototype, fully functional Unit is being tested at the moment on patients. The advanced tablet prototype was received from our manufacturer in China. The Bluetooth patient acquisition module was, manufactured and assembled in-house at the Cortronix headquarters. Arrangements have been made to begin production once orders are received.
During September 2013 the prototype for CorTab was received and tested and is mostly functional, ready for trials.
Testing costs fall within the Corview costs, defined above and the product will require FDA approvals and medical trials.
CorPak:
60%complete
The Company has selected the main device and platform to be used for the CorPak device. Testing on the main circuit has been successful, and is functioning properly. Tests continue to be implemented to bring about the definitive copy of the electrical schematic to remit to Noble Win International in China for implementation into the main device. Hardware designs have also been developed to provide an idea of how the device will ultimately look.
Cost to completion $48,000
CorCare:
40% complete.
This technology uses platform protocols in common with our other units, therefore the work on the other units can be directly implemented with CorCare thus furthering the development of this technology.
Cost to completion $50,000
CorCheck:
42% complete.
This technology is similar to CorCare in that they both use the same platform. Work on the previous platforms can therefore also be adopted for CorCheck. Research on the duel cells used for alcohol detection in breath is being done as well as finger print analysis.
Cost to completion $55,000
Total R&D funding: $183,000
We do not presently have sufficient funds to undertake our plan of operations. We intend to raise these funds by the sale of equity or loans as they can be negotiated. We do not currently have any sources for equity funding and we cannot predict whether we will be able to negotiate any loans or raise the funding required to undertake our business plan.
Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our new business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.
Off-Balance Sheet Arrangements
The Company does not presently have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements contained in our Annual Report on Form 10-K for the year ended August 31, 2013 filed with the SEC on February 21, 2014.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three months ended November 30, 2013, 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 1A. RISK FACTORS
A smaller reporting company is not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
There were no unregistered securities sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
None
| Number | Description | |
| 3.1(a) | Articles of Incorporation. | Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008. |
| 3.1(b) | Amendment to Articles of Incorporation | Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2011. |
| 3.1(c) | Amendment to Articles of Incorporation | Incorporated by reference to the Company’s Definitive 14C filed on November 2, 2012 |
| 3.2(a) | Bylaws. | Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008. |
| 3.2(b) | Amendment to Bylaws | Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2011. |
| 10.1 | Consulting Services and Finders Fee Agreement, dated February 1, 2012 | Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012. |
| 10.2 | Mining Option Agreement, dated February 1, 2012 | Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012. |
| 10.3 | Mutual Release Agreement by and between the Company and David Gibson | Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011. |
| 10.4 | Form of Promissory Note | Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011. |
10.5 | Acquisition Agreement between the Company and Cortronix dated August 15, 2012 | Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012. |
| 10.6 | Assignment Agreement between Yoel Palomino and Cortronix dated August 10, 2012 | Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012. |
| 10.7 | Consulting and Investor Relations Agreement between the Company and Maplehurst Investment Group LLC dated September 6, 2013 | Incorporated by reference to the Company’s Current Report on Form 10-K filed on February 21, 2014. |
| 10.8 | Marketing Agreement between the Company and Global Investments Strategies SA LLC dated July 25, 2013 | Incorporated by reference to the Company’s Current Report on Form 10-K filed on February 21, 2014. |
| 31.1 | Section 302 Certification- Principal Executive Officer | Filed herewith |
| 31.2 | Section 302 Certification- Principal Financial Officer | 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 |
| 101.INS++ | XBRL Instance Document | Filed herewith |
| 101.SCH++ | XBRL Taxonomy Extension Schema | Filed herewith |
| 101.CAL++ | XBRL Taxonomy Extension Calculation Linkbase | Filed herewith |
| 101.DEF++ | XBRL Taxonomy Extension Definition Linkbase | Filed herewith |
| 101.LAB++ | XBRL Taxonomy Extension Label Linkbase | Filed herewith |
| 101.PRE++ | XBRL Taxonomy Extension Presentation Linkbase | Filed herewith |
+The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Cortronix Biomedical Advancement Technologies Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
†† XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and is otherwise not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC. |
| | | | |
| Date: | March 3, 2014 | By: | /s/ Yoel Palomino |
| | | Name: | Yoel Palomino |
| | | Title: | Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial and Principal Accounting Officer) |
