Certain prior year amounts have been reclassified to conform with the current year presentation.
The Company accounts for its two (2) primary intellectual properties at lower cost to market value and amortize over the useful life of the asset. The company’s two (2) primary intellectual properties are under development and have not been placed in service at September 30, 2012.
The Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. For the nine (9) months ended September 30, 2012, management determined that there should be an impairment expense of $15,000 to the valuations of intellectual property.
In accordance with ASC 360-10-05-4 “Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets”, which was previously Financial Accounting SFAS No.144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluates its long-lived assets from time to time and impairment charges of $15,000 were recorded for the three (3) month period ended September 30, 2012.
The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
In November 2008, the Company issued 9,000,000 shares of common stock to Tammi Shnider, the sole officer and director on that date for $9,000 at $0.001.
In October 2009, the Company issued 1,000,000 shares of common stock to 39 investors in accordance with Form S-1 (commission file #333-156942) for cash and consideration of $10,000.
In April 2010, we filed Amended and Restated Articles of Incorporation with the Secretary of State of Florida which:
RX TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
In April 2010, we entered into an Intellectual Property Agreement with the inventor, developer and owner of the RxTC database processes for prescription drug databases and issued 37,221,850 common shares of our company. The issued common shares were allocated, in part, to certain other associates involved with facilitating the development of the intellectual property as defined in the Intellectual Property Agreement.
In December 2010, the Company issued a total of 8,600,000 common shares to directors (3,000,000 shares), payment of obligation to related party (3,600,000 shares) and payment to consultants (2,000,000 shares).
In February 2011, we acquired the Intellectual Property Agreement with Medipayments, Inc., the developer and owner of the Medipayments processes for merchant services and issued 5,000,000 common shares as defined in the Intellectual Property Agreement. Additionally, we issued 2,000,000 common shares to consultants of the Medipayments, Inc. transaction.
In March 2011, the Company issued 1,500,000 shares of common stock to Steven Adelstein, for payment of loans from related parties and authorized the issuance of additional 4,000,000 common shares pursuant to a private placement memorandum.
In June 2011, the Company issued 1,800,000 shares of common stock to Steven Adelstein, for payment of advances and loans from related parties.
In December 2011, the Company issued 12,000,000 shares of common stock to related parties and consultants (9,000,000 common shares) and the Board of Directors (3,000,000 common shares) for payment of advances and loans from related parties.
In March 2012, the Company issued 6,400,000 shares of common stock to related parties for advances, loans and consulting services having a total valuation of $16,000 ($0.0025 per common share).
In June 2012, the Company issued 9,920,000 shares of common stock to related parties for advances, loans and consulting services having a total valuation of $12,400 ($0.00125 per common share).
The company has no outstanding options and warrants at September 30, 2012.
NOTE 5 - RELATED PARTY TRANSACTIONS
From time to time, the company borrows from its officers, directors and stockholders. At September 30, 2012 the company owed related parties $9,000 and $5,700 at December 31, 2011. There are no signed or executed agreements between the parties and the company and therefore there are no assurances that said related parties will advance funds in the future.
The Company does not lease or rent any property. Office space and services are provided without charge by Steven Adelstein, stockholder, our sole officer and director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
NOTE 6 - INTELLECTUAL PROPERTY
The Company has capitalized costs in acquiring their intellectual properties which consisted of the following at September 30, 2012:
| | | | |
| | September 30, 2012 | |
| | | | |
Intellectual Properties | | $ | 68,222 | |
Accumulated Amortization | | | (6,000 | ) |
Impairment of Valuation | | | (57,222 | ) |
Total Intellectual Properties, Net | | $ | 5,000 | |
The Company amortizes its intellectual properties, using the straight-line method over the estimated useful life of 3 years, once the properties are put into services. At September 30, 2012, both RxTC Solutions and Medipayments have not been put in service and therefore, amortization has not commenced.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 23, 2012 with the Securities and Exchange Commission and are hereby referenced.
The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.
For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Rx Technologies Corp. (“The Company”) is a development stage company, incorporated in the State of Florida on November 15, 2008. The company, at June 30, 2012 is concentrating on and developing in two (2) primary areas as follows:
1. RxTC Database Processes
The RxTC database (once developed, beta tested and completed) is for prescription drug databases. The RxTC Solution is a secure, easy-to-use and minimum cost service for confronting prescription drug abuse and diversion. The RxTC Solution is a comprehensive secure validation, monitoring and reporting procedure integrated with a visual identification verification system. The process immediately prevents “doctor shopping,” individuals going to more than one physician at a time to obtain prescription drugs. By deploying the RxTC Solution, patient’s identities can be verified and validated. Physicians and pharmacists will immediately have live, real-time data available for scrutiny and could receive important alerts and valid dispensing histories. Secondary verification at the point of dispensing could further eliminate the potential for fraud and other more serious crimes.
2. Medipayments
The Medipayment system (once developed, beta tested and completed) is for payment for prescription drugs and other payments that are required as settlement via a debit card. The Medipayments card will include a back office solution that the consumer can utilize to review payment as made. Additionally, the card shall include data that the merchant can utilize to validate prescription issuance and authorization while maintaining the requirements of both state and federal regulators.
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Going Concern
Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of ($51,700) from inception of November 15, 2008 to September 30, 2012 and has an accumulated deficit of ($246,622) through September 30, 2012.
This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.
We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Stock Compensation
(included in ASC 718 “Compensation-Stock Compensation”)
The Company adopted SFAS No. 123R,Share-Based Payment(“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model.
Revenue Recognition
(included in ASC 605 “Revenue Recognition”)
The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.
Outlook
The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products means that, for the near future, bottom line profitability will be a poor indicator of our success.
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Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.
Our primary marketing challenge for the coming 12 months is to achieve market awareness. Additionally, management is seeking new acquisitions to complement existing products.
Revenues
These forward-looking statements, pertaining to revenues, are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. As our revenues commence, we plan to invest in marketing and sales by increasing the number of direct sales throughout our web portal to build brand awareness. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the first quarter of 2013. We do not expect our revenues to increase significantly until the latter part of 2013.
General and Administrative Expenses
We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, chief financial officer and sole director have foregone full salary payments during the initial stages of the business, anticipated to commence revenues in the first quarter of 2013. In addition, we believe in the 2013 fiscal year that the compensation packages required to attract the senior executives the Company requires to execute against its business plan will increase our total general and administrative expenses.
Summary of Condensed Results of Operations
Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.
Results for the Three Months Ended September 30, 2012and 2011
Revenues. The Company’s revenues for the three months ended September 30, 2012 and 2011 were $0. From inception (November 15, 2008) through September 30, 2012, the company did not generate any revenues.
Legal and Accounting Expenses.Legal and Accounting expenses for the three months ended September 30, 2012 were $3,000 as compared to $2,000 for the three months ended September 30, 2011. These expenses are the normal recurring expenses for the quarter including filings with the Securities and Exchange Commission.
General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2012 were $2,750 compared to $1,800 for the three months ended September 30, 2011. The increase of $950 is primarily a result of timing differences for keeping current with the Securities and Exchange Commission filings.
Consulting, Marketing and Advertising Expenses. Consulting, Marketing and Advertising expenses for the three months ended September 30, 2012 were $2,500 compared to $0 for the three months ended September 30, 2011. The increase of $2,500 is primarily a result of timing differences of development of our actual databases.
Net Loss. Net loss for the three months ended September 30, 2012 was ($23,750) as compared to ($3,800) for the three months ended September 30, 2011. The loss for the three months ended September 30, 2012 is a reflection of current expenses normalized for the company.
Results for the Nine Months Ended September 30, 2012and 2011
Revenues. The Company’s revenues for the nine months ended September 30, 2012 and 2011 were $0. From inception (November 15, 2008) through September 30, 2012, the company did not generate any revenues.
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Legal and Accounting Expenses.Legal and Accounting expenses for the nine months ended September 30, 2012 were $7,500 as compared to $7,250 for the nine months ended September 30, 2011. These expenses are the normal recurring expenses for the quarter including filings with the Securities and Exchange Commission.
General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2012 were $7,950 compared to $5,650 for the nine months ended September 30, 2011. The increase of $2,300 is primarily a result of timing differences for keeping current with the Securities and Exchange Commission filings.
Consulting, Marketing and Advertising Expenses. Consulting, Marketing and Advertising expenses for the nine months ended September 30, 2012 were $12,500 compared to $15,000 for the nine months ended September 30, 2011. The decrease of $2,500 is primarily a result of timing differences of development of our actual databases.
Net Loss. Net loss for the nine months ended September 30, 2012 was ($42,950) as compared to ($29,734) for the nine months ended September 30, 2011. The loss for the nine months ended September 30, 2012 is a reflection of current expenses normalized for the company.
Impact of Inflation
We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.
Liquidity and Capital Resources
The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its related parties and equity sales.
As of September 30, 2012, total current assets were $0
As of September 30, 2012, total current liabilities were $12,500 which consisted of $3,500 of accrued expenses and $9,000 of loans from related parties. As of December 31, 2011, total current liabilities were $12,950, which consisted of $7,250 of accrued expenses and $5,700 of loans to related parties. We had net working capital deficit of ($12,500) as of September 30, 2012 and ($12,950) at December 31, 2011.
During the nine months ended September 30, 2012, operating activities used cash of $9,000.
Material Commitments
The Company does not have any material commitments as of September 30, 2012.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Recent Accounting Pronouncements
The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are not subject to risks related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.
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Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.
There has been no change in our internal controls over financial reporting during our third fiscal quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
MANAGEMENT’S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by September 30, 2012. Additionally, we plan to test our updated controls and remediate our deficiencies by March 31, 2013.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There has been no change in our internal controls over financial reporting during our third fiscal quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceeding.
None.
Item 1A. Risk Factors.
There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
(a) Exhibits
| |
Exhibit No. | Description |
| |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of President and Principal Executive Officer |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer and Principal Accounting Officer |
32.1 | Section 1350 Certification of President and Principal Executive Officer |
32.2 | Section 1350 Certification of Chief Financial Officer and Principal Accounting Officer |
101* | XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q |
* To be submitted by amendment.
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.
| | |
| | RX TECHNOLOGIES CORP. |
| | |
DATE: December 11, 2012 | By: | /s/ Michael McManus |
| | Michael McManus |
| | President and Principal Executive Officer |
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