UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2009
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-53373
RxBids
(Exact name of registrant as specified in its charter)
Nevada | 20-1226081 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
9050 W. Warm Springs Rd #12-2129, Las Vegas, Nevada 89148
(Address of principal executive offices)
(702) 540-2222
(Registrant's telephone number, including area code)
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant 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).
Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
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).
Yes ¨ Nox
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class | Outstanding as of November 11, 2008 |
| |
Common Stock, $.01 par value | 5,274,400 |
TABLE OF CONTENTS
Heading | | Page |
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PART I — FINANCIAL INFORMATION |
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Item 1. | Financial Statements | 3 |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 11 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
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Item 4(T). | Controls and Procedures | 13 |
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PART II — OTHER INFORMATION |
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Item 1. | Legal Proceedings | 14 |
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Item 1A. | Risk Factors | 14 |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
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Item 3. | Defaults Upon Senior Securities | 14 |
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Item 4. | Submission of Matters to a Vote of Securities Holders | 14 |
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Item 5. | Other Information | 14 |
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Item 6. | Exhibits | 14 |
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| Signatures | 15 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited balance sheet of RxBids at September 30, 2009 and related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three and nine months ended September 30, 2009 and 2008 and the period from June 18, 2004 (date of inception) through September 30, 2009, have been prepared by management in conformity with United States generally accepted accounting principles. 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. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the RxBids December 31, 2008 audited financial statements. Operating results for the period ended September 30, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.
RxBIDS
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2009 and December 31, 2008
RXBIDS
(A Development Stage Company)
Balance Sheets
| | September 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
| | | | | | |
CURRENT ASSETS | | | | | | |
| | | | | | |
Cash and cash equivalents | | $ | 785 | | | $ | 678 | |
| | | | | | | | |
Total Current Assets | | | 785 | | | | 678 | |
| | | | | | | | |
EQUIPMENT, NET | | | - | | | | 88 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 785 | | | $ | 766 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
| | | | | | | | |
Accounts payable and accrued expenses | | $ | 29,283 | | | $ | 26,301 | |
Payable - related party | | | 64,116 | | | | 40,532 | |
| | | | | | | | |
Total Current Liabilities | | | 93,399 | | | | 66,833 | |
| | | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | |
Common stock; 20,000,000 shares authorized at $0.01 par value, 5,274,400 shares issued and outstanding | | | 52,744 | | | | 52,744 | |
Additional paid-in capital | | | 502,488 | | | | 502,488 | |
Deficit accumulated during the development stage | | | (647,846 | ) | | | (621,299 | ) |
| | | | | | | | |
Total Stockholders' Equity (Deficit) | | | (92,614 | ) | | | (66,067 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 785 | | | $ | 766 | |
The accompanying notes are an integral part of these financial statements.
RXBIDS
(A Development Stage Company)
Statements of Operations
(Unaudited)
| | | | | | | | | | | | | | From Inception on | |
| | | | | | | | | | | | | | June 18, | |
| | For the Three Months Ended | | | For the Nine Months Ended | | | 2004 Through | |
| | September 30, | | | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | |
REVENUES | | $ | 272 | | | $ | 105 | | | $ | 272 | | | $ | 352 | | | $ | 1,036 | |
COST OF SALES | | | - | | | | - | | | | | | | | - | | | | - | |
GROSS MARGIN | | | 272 | | | | 105 | | | | 272 | | | | 352 | | | | 1,036 | |
| | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Depreciation expense | | | - | | | | 55 | | | | 88 | | | | 165 | | | | 1,100 | |
Sales and marketing | | | 2,172 | | | | 3,500 | | | | 6,068 | | | | 8,600 | | | | 43,250 | |
Research and development | | | - | | | | 4,579 | | | | - | | | | 35,579 | | | | 155,325 | |
Consulting fees | | | 2,463 | | | | | | | | 14,454 | | | | 50,000 | | | | 143,954 | |
General and administrative | | | 1,361 | | | | 25,751 | | | | 5,253 | | | | 106,938 | | | | 303,442 | |
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 5,996 | | | | 33,885 | | | | 25,863 | | | | 201,282 | | | | 647,071 | |
| | | | | | | | | | | | | | | | | | | | |
INCOME FROM OPERATIONS | | | (5,724 | ) | | | (33,780 | ) | | | (25,591 | ) | | | (200,930 | ) | | | (646,035 | ) |
| | | | | | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Interest Income (Expense) | | | (580 | ) | | | - | | | | (956 | ) | | | - | | | | (1,811 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total Other Income (Expense) | | | (580 | ) | | | - | | | | (956 | ) | | | - | | | | (1,811 | ) |
| | | | | | | | | | | | | | | | | | | | |
LOSS BEFORE INCOME TAXES | | | (6,304 | ) | | | (33,780 | ) | | | (26,547 | ) | | | (200,930 | ) | | | (647,846 | ) |
| | | | | | | | | | | | | | | | | | | | |
INCOME TAX EXPENSE | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
NET LOSS | | $ | (6,304 | ) | | $ | (33,780 | ) | | $ | (26,547 | ) | | $ | (200,930 | ) | | $ | (647,846 | ) |
| | | | | | | | | | | | | | | | | | | | |
BASIC LOSS PER SHARE | | $ | (0.00 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.04 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 5,274,400 | | | | 5,274,400 | | | | 5,274,400 | | | | 5,034,400 | | | | | |
The accompanying notes are an integral part of these financial statements
RXBIDS
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
| | | | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Additional | | | Stock | | | During the | | | Total | |
| | Common Stock | | | Paid-In | | | Subscriptions | | | Development | | | Stockholders' | |
| | Shares | | | Amount | | | Capital | | | Receivable | | | Stage | | | Deficit | |
| | | | | | | | | | | | | | | | | | |
Balance, June 18, 2004 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss from inception through December 31, 2004 | | | - | | | | - | | | | - | | | | - | | | | (61,907 | ) | | | (61,907 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2004 | | | - | | | | - | | | | - | | | | - | | | | (61,907 | ) | | | (61,907 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2005 | | | - | | | | - | | | | - | | | | - | | | | (28,321 | ) | | | (28,321 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2005 | | | - | | | | - | | | | - | | | | - | | | | (90,228 | ) | | | (90,228 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for cash and debt at $0.07 per share | | | 4,480,000 | | | | 44,800 | | | | 311,832 | | | | (24,000 | ) | | | - | | | | 332,632 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2006 | | | - | | | | - | | | | - | | | | - | | | | (52,007 | ) | | | (52,007 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2006 | | | 4,480,000 | | | | 44,800 | | | | 311,832 | | | | (24,000 | ) | | | (142,235 | ) | | | 190,397 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash received for stock subscriptions receivable | | | - | | | | - | | | | - | | | | 24,000 | | | | - | | | | 24,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for cash at $0.25 per share | | | 414,400 | | | | 4,144 | | | | 99,456 | | | | - | | | | - | | | | 103,600 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2007 | | | - | | | | - | | | | - | | | | - | | | | (238,813 | ) | | | (238,813 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | | 4,894,400 | | | | 48,944 | | | | 411,288 | | | | - | | | | (381,048 | ) | | | 79,184 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for cash at $0.25 per share | | | 180,000 | | | | 1,800 | | | | 43,200 | | | | - | | | | - | | | | 45,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for services at $0.25 per share | | | 200,000 | | | | 2,000 | | | | 48,000 | | | | - | | | | - | | | | 50,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2008 | | | - | | | | - | | | | - | | | | - | | | | (240,251 | ) | | | (240,251 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2008 | | | 5,274,400 | | | | 52,744 | | | | 502,488 | | | | - | | | | (621,299 | ) | | | (66,067 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the nine months ended September 30, 2009 (unaudited) | | | - | | | | - | | | | - | | | | - | | | | (26,547 | ) | | | (26,547 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance September 30, 2009 (unaudited) | | | 5,274,400 | | | $ | 52,744 | | | $ | 502,488 | | | $ | - | | | $ | (647,846 | ) | | $ | (92,614 | ) |
The accompanying notes are an integral part of these financial statements.
RXBIDS
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
| | | | | | | | From Inception on | |
| | | | | | | | June 18, 2004 | |
| | For the Nine Months Ended | | | Through | |
| | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | |
| | | | | | | | | |
Net loss | | $ | (26,547 | ) | | $ | (200,930 | ) | | $ | (647,846 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | | | | | |
Common stock issued for services | | | - | | | | 50,000 | | | | 50,000 | |
Depreciation and amortization | | | 88 | | | | 165 | | | | 1,100 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Change in accounts receivable | | | - | | | | 133 | | | | - | |
Change in accounts payable | | | 2,982 | | | | 26,662 | | | | 29,283 | |
| | | | | | | | | | | | |
Net Cash Used in Operating Activities | | | (23,477 | ) | | | (123,970 | ) | | | (567,463 | ) |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | |
| | | | | | | | | | | | |
Purchase of property and equipment | | | - | | | | - | | | | (1,100 | ) |
| | | | | | | | | | | | |
Net Cash Used in Investing Activities | | | - | | | | - | | | | (1,100 | ) |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | |
| | | | | | | | | | | | |
Proceeds from related party loans | | | 23,584 | | | | - | | | | 396,748 | |
Proceeds from common stock issued | | | - | | | | 45,000 | | | | 172,600 | |
| | | | | | | | | | | | |
Net Cash Provided by Financing Activities | | | 23,584 | | | | 45,000 | | | | 569,348 | |
| | | | | | | | | | | | |
NET DECREASE IN CASH | | | 107 | | | | (78,970 | ) | | | 785 | |
| | | | | | | | | | | | |
CASH AT BEGINNING OF PERIOD | | | 678 | | | | 82,977 | | | | - | |
| | | | | | | | | | | | |
CASH AT END OF PERIOD | | $ | 785 | | | $ | 4,007 | | | $ | 785 | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | | | | | |
| | | | | | | | | | | | |
CASH PAID FOR: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Interest | | $ | - | | | $ | - | | | $ | - | |
Income Taxes | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
NON-CASH FINANCING ACTIVITIES: | | | | | | | | | | | | |
Common stock issued for services | | $ | - | | | $ | 50,000 | | | $ | 50,000 | |
Common stock issued for debt | | $ | - | | | $ | - | | | $ | 332,632 | |
The accompanying notes are an integral part of these financial statements.
RXBIDS
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009 and December 31, 2008
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements. The results of operations for the period ended September 30, 2009 is not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
RXBIDS
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009 and December 31, 2008
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Adopted Accounting Pronouncements
Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.
On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.
In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
RXBIDS
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009 and December 31, 2008
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
NOTE 4 – RELATED PARTY PAYABLES
As of September 30, 2009, the Company has received cash advances from its principal shareholder of $64,116. The advances are non interest bearing, unsecured and due upon demand. Imputed interest was not considered to be material.
NOTE 5 – SUBSEQUENT EVENT
There were no subsequent events from the end of the quarter to November 13, 2009.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Liquidity and Capital Resources
In December 2007, we realized gross proceeds of $103,600 from the public offering of our common stock. We have used these proceeds to develop our website and to commence advertising to promote and market our medical prescription auction service. At September 30, 2009, we had available cash of $785 compared to $678 at December 31, 2008. Management believes we must secure additional funds to adequately sustain operations during the remainder of fiscal 2009. If during this period we have not begun to realize sufficient revenues to fund ongoing operations, we will have to consider new sources of financing. We do not currently have any arrangements or plans for future financing and there is no assurance that we will be able to secure financing on favorable terms or at all.
At September 30, 2009, we had total current assets of $785 in cash and total current liabilities of $93,399, consisting of accounts payable and accrued expenses of $29,283 and a payable to related party of $64,116. At December 31, 2008, we had total current assets of $678 in cash and total current liabilities of $66,833, consisting of accounts payable and accrued expenses of $26,301 and a payable to related party of $40,532. Working capital at September 30, 2009 was a negative $92,614 compared to $66,155 at December 31, 2008. This decrease in working capital for the first nine months of 2009 is primarily due to the 58% increase in the payable to related party, which represents additional borrowing during the period. There was also an 11% increase in accounts payable and accrued expenses. At September 30, 2009, we had total assets of $785 and a stockholders’ deficit of $92,614, compared to total assets of $766 and a stockholders' deficit of $66,067 at December 31, 2008.
Net cash used by operating activities was $23,477 for the first nine months of 2009 compared to $123,970 for the comparable 2008 period. This result is primarily attributed to the decreased net loss from $200,939 for the 2008 period, compared to $26,547 for the 2009 period. Also during the first nine months of 2009, we realized $23,584 in proceeds from related party loans.
Results of Operations
We realized $272 in revenues for the three-month period (“third quarter”) ended September 30, 2009 compared to revenues of $105 for the third quarter of 2008. Total operating expenses for the third quarter of 2009 were $5,996, an 83% decrease from $33,885 for the third quarter of 2008. The decrease is primarily attributed to the 95% decrease in general and administrative expenses, from $25,751 in 2008 to $1,361 in 2009, due to the elimination of website and business development expenses. The decrease was also due to research and development expenses of $4,579 in the third quarter in 2008 compared to $0 in 2009, reflecting the decreased in research and development activity in 2009. The decrease in expenses was partially offset by consulting fees of $2,463 for the third quarter of 2009 compared to $0 for the 2008 period. Our net loss was $6,304 for the third quarter of 2009 compared to $33,780 for the third quarter of 2008.
We realized $272 in revenues for the nine months ended September 30, 2009 compared to $352 for the 2008 period. Total operating expenses for the first nine months of 2009 decreased 87% to $25,863 from $201,282 for the comparable 2008 period, primarily attributed to the 95% decrease in general and administrative expenses, from $106,938 in 2008 to $5,253 in 2009, due to the elimination of website and business development expenses. Contributing to the decrease was the decrease in research and development expenses from $35,579 for the first nine months of 2008 to $0 in 2009, and the 71% decrease in consulting fees from $50,000 in the first nine months of 2008 to $14,454 for the 2009 period. Our net loss was $26,547 for the first nine months of 2009 compared to $200,930 for the 2008 period.
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Net Operating Loss
The Company has accumulated approximately $621,299 of net operating loss carryforward at December 31, 2008. This loss carryforward may be offset against future taxable income through the year 2028. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2008 or nine-month period ended September 30, 2009 because it has been fully offset by a valuation allowance.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements.
Forward-Looking and Cautionary Statements
This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.
When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position.
We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:
● the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;
● the ability to successfully operate our website and generate a sufficient number of consumers and pharmacies to purchase their medications from RxBIDS.com and the ability to broaden our pharmaceutical network;
● volatility of the stock market, particularly within the online medical prescription sector; and
● general economic conditions.
Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
This item is not required for a smaller reporting company.
Item 4(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2009, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2009. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2009 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
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
Item 1A. Risk Factors
This item is not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
This Item is not applicable.
Item 6. Exhibits
| Exhibit 31.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit 32.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | RxBids |
| | |
Date: November 16, 2009 | By: | /S/ Mack Bradley |
| | Mack Bradley |
| | President, C.E.O. and Director |
| | (Acting Principal Accounting Officer) |