U.S. 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: September 30, 2012
OR
| ¨ | 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 000-31012
GLOBAL HEALTH VOYAGER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3357128 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
7800 Oceanus Drive Los Angeles, California |
90046 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number:(323) 445-4833
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. Yes x Noo
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x Noo
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¨ (Do not check if a smaller reporting company) | Smaller reporting companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox
Number of shares outstanding as of November 15, 2012:50,424,563common shares.
GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES
September 30, 2012 (Unaudited)
INDEX
| Page No. | |||
| PART I. | Financial Information | 3 | |
| Item 1. | Consolidated Financial Statements: | 3 | |
| Notes to Consolidated Financial Statements | 6 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 | |
| Item 4. | Controls and Procedures | 21 | |
| PART II. | Other Information | 22 | |
| Item 1. | Legal Proceedings | 22 | |
| Item 1A. | Risk Factors | 22 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 | |
| Item 3. | Defaults Upon Senior Securities | 23 | |
| Item 4. | Mine Safety Disclosures | 23 | |
| Item 5. | Other Information | 23 | |
| Item 6. | Exhibits | 23 | |
| SIGNATURES | 24 | ||
| 2 |
Global Health Voyager, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheets
| September 30, 2012 | December 31, 2011 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and equivalents | $ | 15 | $ | 799 | ||||
| Prepaid expenses | - | 6,188 | ||||||
| TOTAL ASSETS | $ | 15 | $ | 6,987 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 568,221 | $ | 580,163 | ||||
| Accrued liabilities | 1,400,015 | 1,241,287 | ||||||
| Accrued liabilities, related parties | 1,080,668 | 968,168 | ||||||
| Notes payable | 1,250,570 | 1,174,505 | ||||||
| Notes payable, related party | 34,676 | 44,010 | ||||||
| Convertible notes payable | 886,338 | 865,300 | ||||||
| Accrued litigation settlements | 113,178 | 113,178 | ||||||
| TOTAL CURRENT LIABILITIES | 5,333,666 | 4,986,611 | ||||||
| LONG TERM LIABILITIES | ||||||||
| Convertible notes payable | 355,935 | 336,907 | ||||||
| TOTAL LIABILITIES | 5,689,601 | 5,323,518 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common stock; $0.001 par value; 1,000,000,000 shares authorized; 49,164,431 and 35,912,800 shares issued and outstanding at September 30, 2012 and December 31, 2011 | 49,164 | 35,913 | ||||||
| Additional paid-in capital | 4,537,439 | 4,459,785 | ||||||
| Deficit accumulated during the development stage | (10,276,189 | ) | (9,812,229 | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | (5,689,586 | ) | (5,316,531 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 15 | $ | 6,987 | ||||
See accompanying notes to consolidated financial statements.
| 3 |
Global Health Voyager, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)
| Cumulative from | ||||||||||||||||||||
| Three Months Ended | Nine Months Ended | June 4, | ||||||||||||||||||
| September 30, | September 30, | September 30, | September 30, | 1999 (inception) to | ||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | September 30, 2012 | ||||||||||||||||
| REVENUES | $ | - | $ | - | $ | - | $ | - | $ | 385,997 | ||||||||||
| COSTS AND EXPENSES | ||||||||||||||||||||
| General and administrative | 80,578 | 309,995 | 288,521 | 535,513 | 7,536,737 | |||||||||||||||
| Depreciation and amortization | - | - | - | - | 132,077 | |||||||||||||||
| Impairment of film costs | - | - | - | - | 156,445 | |||||||||||||||
| Impairment of related party receivables | - | - | - | - | 35,383 | |||||||||||||||
| Inventory write-down | - | - | - | - | 24,820 | |||||||||||||||
| Loss on litigation settlement | - | - | - | - | 100,000 | |||||||||||||||
| TOTAL COSTS AND EXPENSES | 80,578 | 309,995 | 288,521 | 535,513 | 7,985,462 | |||||||||||||||
| LOSS FROM OPERATIONS | (80,578 | ) | (309,995 | ) | (288,521 | ) | (535,513 | ) | (7,599,465 | ) | ||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||
| Other income | - | - | 630 | - | 26,137 | |||||||||||||||
| Other expense | - | - | - | - | (536,895 | ) | ||||||||||||||
| Interest expense | (55,972 | ) | (582,351 | ) | (172,418 | ) | (656,133 | ) | (1,235,535 | ) | ||||||||||
| Interest expense, related party | (1,038 | ) | (8,114 | ) | (3,651 | ) | (32,304 | ) | (542,770 | ) | ||||||||||
| Loan fees | - | - | - | - | (616,000 | ) | ||||||||||||||
| Debt forgiven | - | - | - | - | 290,595 | |||||||||||||||
| Legal fees forgiven | - | - | - | - | 12,296 | |||||||||||||||
| Provision for common stock subscription receivable | - | - | - | - | (91,552 | ) | ||||||||||||||
| TOTAL OTHER EXPENSES, NET | (57,010 | ) | (590,465 | ) | (175,439 | ) | (688,437 | ) | (2,693,724 | ) | ||||||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST | (137,588 | ) | (900,460 | ) | (463,960 | ) | (1,223,950 | ) | (10,293,189 | ) | ||||||||||
| PROVISION FOR INCOME TAXES | - | - | - | 800 | 16,000 | |||||||||||||||
| LOSS BEFORE NON-CONTROLLING INTEREST | (137,588 | ) | (900,460 | ) | (463,960 | ) | (1,224,750 | ) | (10,309,189 | ) | ||||||||||
| LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | - | - | - | - | 33,000 | |||||||||||||||
| NET LOSS ATTRIBUTABLE TO GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES | $ | (137,588 | ) | $ | (900,460 | ) | $ | (463,960 | ) | $ | (1,224,750 | ) | $ | (10,276,189 | ) | |||||
| NET LOSS PER SHARE: | ||||||||||||||||||||
| BASIC AND DILUTED | $ | (0.0028 | ) | $ | (0.0328 | ) | $ | (0.0105 | ) | $ | (0.0456 | ) | ||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||||||||||||||
| BASIC AND DILUTED | 49,041,127 | 27,412,602 | 44,335,736 | 26,855,232 | ||||||||||||||||
See accompanying notes to consolidated financial statements.
| 4 |
Global Health Voyager, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Cash Flows
(unaudited)
| Cumulative from | ||||||||||||
| Nine Months Ended | June 4, | |||||||||||
| September 30, | September 30, | 1999 (inception) to | ||||||||||
| 2012 | 2011 | September 30, 2012 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss before non-controlling interest | $ | (463,960 | ) | $ | (1,224,750 | ) | $ | (10,309,189 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Gain on conversion of notes | (630 | ) | - | (630 | ) | |||||||
| Allowance for deposits | - | - | 73,732 | |||||||||
| Amortized interest on warrants | 4,029 | - | 7,046 | |||||||||
| Depreciation and amortization | - | - | 132,077 | |||||||||
| Impairment loss | - | - | 336,773 | |||||||||
| Inventory write-down | - | - | 24,820 | |||||||||
| Impairment of related party receivables | - | - | 35,383 | |||||||||
| Operating expenses paid by reducing note receivable | - | - | 10,000 | |||||||||
| Stock issued for services | 20,800 | 338,300 | 1,429,738 | |||||||||
| Deferred compensation | - | - | 10,417 | |||||||||
| Stock issued for loan fees | - | - | 423,000 | |||||||||
| Stock options issued for services | - | - | 60,370 | |||||||||
| Legal fees forgiven | - | - | (12,296 | ) | ||||||||
| Debts forgiven | - | - | (290,595 | ) | ||||||||
| Provision for common stock subscription receivable | - | - | 89,468 | |||||||||
| Amount attributable to non-controlling interest | - | - | 33,000 | |||||||||
| Beneficial conversion of debt and accrued interest | - | 536,895 | 770,275 | |||||||||
| Changes in assets and liabilities: | ||||||||||||
| Interest receivable | - | - | (19,986 | ) | ||||||||
| Inventory | - | - | (24,820 | ) | ||||||||
| Prepaid expenses | 6,188 | (212,021 | ) | (73,732 | ) | |||||||
| Other assets | - | - | (24,000 | ) | ||||||||
| Accrued litigation settlements | - | - | 100,000 | |||||||||
| Accounts payable and accrued expenses | 178,558 | 107,304 | 2,012,871 | |||||||||
| Accrued expenses, related parties | 112,500 | 138,804 | 1,437,454 | |||||||||
| Net cash used in operating activities | (142,515 | ) | (315,468 | ) | (3,768,824 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Notes receivable from officer | - | - | (45,048 | ) | ||||||||
| Collection of notes receivable from officer | - | - | 35,048 | |||||||||
| Notes receivable, related parties | - | - | (50,000 | ) | ||||||||
| Collection of notes receivable, related parties | - | - | 50,000 | |||||||||
| Investment in property and equipment | - | (73,732 | ) | (18,879 | ) | |||||||
| Investment in film costs | - | - | (133,005 | ) | ||||||||
| Investment in web site development costs | - | - | (292,968 | ) | ||||||||
| Net cash used in investing activities | - | (73,732 | ) | (454,852 | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issuance of common stock | - | - | 1,254,154 | |||||||||
| Payment of offering costs | - | - | (66,450 | ) | ||||||||
| Proceeds from notes payable | 95,200 | 50,000 | 1,657,372 | |||||||||
| Proceeds from notes payable, related party | 2,000 | 36,012 | 688,496 | |||||||||
| Payments of notes payable | (19,135 | ) | - | (221,051 | ) | |||||||
| Payments of notes payable, related party | (11,334 | ) | (17,265 | ) | (431,630 | ) | ||||||
| Proceeds from issuance of convertible notes | 75,000 | 350,000 | 1,342,800 | |||||||||
| Net cash provided by financing activities | 141,731 | 418,747 | 4,223,691 | |||||||||
| NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS | (784 | ) | 29,547 | 15 | ||||||||
| CASH AND EQUIVALENTS, | ||||||||||||
| Beginning of period | 799 | 1 | - | |||||||||
| CASH AND EQUIVALENTS, | ||||||||||||
| End of period | $ | 15 | $ | 29,548 | $ | 15 | ||||||
| SUPPLEMENTAL DISCLOSURES OF | ||||||||||||
| CASH FLOW INFORMATION: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest paid | $ | 1,962 | $ | - | $ | 23,473 | ||||||
| Income taxes paid | $ | - | $ | - | $ | 4,000 | ||||||
| NONCASH FINANCING ACTIVITIES: | ||||||||||||
| Beneficial conversion of debt and accrued interest | $ | - | $ | 536,895 | $ | 770,275 | ||||||
| Stock issued for services | $ | 20,800 | $ | 338,300 | $ | 1,429,738 | ||||||
| Stock issued for loan fees | $ | - | $ | - | $ | 423,000 | ||||||
| Stock options issued for services | $ | - | $ | - | $ | 60,370 | ||||||
See accompanying notes to consolidated financial statements.
| 5 |
GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012 and 2011 (UNAUDITED) AND DECEMBER 31, 2011 (RESTATED)
NOTE 1. NATURE OF BUSINESS
NT Media Corp. of California, Inc. (“NT Media”) was incorporated in the State of Delaware on March 14, 2000. On April 17, 2001, in connection with a stock exchange, NT Media acquired 100% of the outstanding stock of eCast Media Corporation, Inc. (“eCast”).
eCast was a production, aggregation, and distribution company of on-and-offline content, the management of on-and-offline talent and literary clients, and strategic consulting services. Due to losses and continued inability to generate significant revenue, the Company suspended eCast in 2001.
On November 1, 2010, NT Media’s Board of Directors (“BOD”) and management decided to change its business focus from entertainment and website development to websites dedicated to the facilitation of medical tourism. Management believes due to the potential growth in the medical tourism industry (“MTI”), it is a better use of its resources. NT Media discontinued operations and maintenance of web destinations it launched in the last several years, as it has transitioned operations toward the development of one or more medical tourism websites.
On April 20, 2011, NT Media launched its initial medical tourism website called www.globalhealthvoyager.com. The website is designed to be an information portal for users to facilitate medical procedures, hospitals, and clinics overseas. The website is updated regularly and will continue to be enhanced over time.
On August 10, 2011, NT Media changed its name to Global Health Voyager, Inc. (the “Company” or “Global Health”) and discontinued developing media and entertainment assets and channels. In 2011, the Company phased out several websites, including www.neurotrash.tv, www.singlefathernetwork.com, andwww.stemcellstalk.com, as it shifted its focus to the Company’s recently launched medical tourism web portal.
NOTE 2. GOING CONCERN AND MANAGEMENT’S PLANS
The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates continuation of the Company as a going concern. As of and for the nine months ended September 30, 2012, the Company incurred a net loss of $463,960, had an accumulated deficit of $10,276,189, as well as a working capital deficit of $5,333,651. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
For the Company to meet its financial obligations, it will continue to attempt to sell equity or incur debt, although there cannot be any assurance the Company will be successful in doing so.
The Company plans to take advantage of the growth in the MTI as a facilitator through joint ventures, partnerships, and agreements. The Company intends to enter into agreements with hospitals, insurance companies, travel agencies, facilitators, and other healthcare providers to establish a creditable network and effectively obtain a strong market presence within the MTI. The Company will attempt to enter into partnerships with other entities to mitigate some of the financial risk. The Company’s ability to develop these relationships is principally dependent on its ability to raise capital to fund the projects, which is difficult due to its current financial condition and lack of history in the market.
The Company’s current business operations are focused on facilitating medical procedures in the MTI, including building a web-based platform, building relations with hospitals and healthcare providers both in the US and abroad, and vertical social and professional networks.
| 6 |
The Company’s strategy is to obtain market share within the MTI by building a web-based platform that would enhance its web presence and market the Company as a one-stop-shop for medical tourism needs. The Company has attended and plans to continue to attend various industry conferences and trade shows to further build relationships and partnerships within the healthcare industry which would enhance the Company’s position within the MTI.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Because the Company has not generated any revenue, it is considered a development stage company. Consequently, the accompanying consolidated financial statements were prepared using the accounting formats prescribed for development stage enterprises in accordance with ASC 915, “Development Stage Entities”. The Company’s year end is December 31st.
The consolidated interim financial information as of September 30, 2012 and for the nine and three month periods ended September 30, 2012 and 2011 was prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with US GAAP was not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, previously filed with the SEC.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of September 30, 2012, its consolidated results of operations and cash flows for the nine and three month periods ended September 30, 2012 and 2011, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Basis of Consolidation
The consolidated financial statements include the accounts of Global Health, its wholly owned subsidiary, eCast, and its 51% owned subsidiary, SUD. eCast and SUD are inactive. All significant intercompany accounts and transactions were eliminated in consolidation.
Cash and Equivalents
Cash and equivalents consist of cash on deposit and investments with original maturities of three months or less.
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates.
Equipment and Depreciation
Equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs expensed as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any reselling gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for consolidated financial statements purposes. There was no depreciation recorded for the nine and three months ended September 30, 2012 and 2011.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable, and accrued expenses are approximately at fair value.
| 7 |
Revenue Recognition
Revenues are recognized on an accrual basis. Generally, revenues will be recognized when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured.
Concentrations of Credit Risk
The Company maintains all cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.
Income Taxes
The Company follows the liability method of accounting for income taxes pursuant to ASC 740, “Accounting for Income Taxes”. Under ASC 740 deferred income taxes are recorded to reflect tax consequences on future years for the differences between the tax bases of assets and liabilities and their financial reporting amounts at each period-end.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC 740-10 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As a result of implementing ASC 740-10, the Company’s management reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.
Based on its evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its financial statements as of September 30, 2012 and December 31, 2011.
The Company does not have any unrecognized tax benefits as of September 30, 2012 and December 31, 2011 which if recognized would affect the Company’s effective income tax rate.
The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes during the nine months ended September 30, 2012 and 2011.
California law requires payments of a minimum annual franchise tax of $800 by corporations that are qualified to do business in California. The Company has not paid the $800 minimum tax for 2012 and 2011, nor has it filed its tax returns, causing the California Secretary of State to forfeit its corporate status. The Company is in the process of filing all delinquent corporate tax returns to re-establish its corporate status. The Company expects to be reinstated by the end of 2012.
| 8 |
Impairment of Long-Lived Assets
The Company adopted ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company evaluates its long-lived assets by measuring the carrying amounts of assets against the estimated undiscounted future cash flows associated with them. At the time the carrying value of such assets exceeds the fair value (“FV”) of such assets, impairment is recognized.
Advertising Costs
Advertising costs are expensed as incurred. The Company did not incur any advertising costs during the nine months ended September 30, 2012 and 2011.
Loss per Share
The Company computes loss per share in accordance with ASC 260-10-45, “Earnings per Share”. The Statement requires dual presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and the denominator of the basic EPS computation to the numerator and the denominator of the diluted EPS computation. The Company computes basic and diluted net loss per share by dividing the net loss available to common stockholders for the nine and three months ended September 30, 2012 and 2011 by the weighted average number of shares of common stock outstanding during the nine and three months ended September 30, 2012 and 2011. Common equivalent shares related to stock options and warrants were excluded from the computation of basic and diluted EPS for the nine and three months ended September 30, 2012 and 2011 because their effect is anti-dilutive.
Stock based compensation to other than employees
The Company accounts for equity instruments issued for the receipt of goods or services from other than employees in accordance with ASC 718, “Accounting for Stock-Based Compensation,” and the conclusions reached by ASC 505-50, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services”. Costs are measured at the estimated FV of the consideration received or the estimated FV of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued as consideration for other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. In the case of equity instruments issued to consultants, the FV of the equity instrument is recognized over the term of the consulting agreement.
Recently Issued Accounting Pronouncements
December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosure about Offsetting Assets and Liabilities,” (“ASU 2011-11”). ASU 2011-11 enhances disclosure regarding financial instruments and derivative instruments. Entities are required to provide both net and gross information for these assets and liabilities to enhance comparability between those entities that prepare their financial statements on the basis of US GAAP and those entities that prepare their financial statements on the basis of IFRS. This new guidance is to be applied retrospectively. The adoption of these provisions did not have a material impact on the Company’s consolidated financial statements.
On July 27, 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the FV of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on our financial statements.
There are no other recently issued accounting standards not yet adopted that would have a material affect on the Company’s consolidated financial statements.
| 9 |
NOTE 4. PREPAID EXPENSES
Prepaid expenses are FV of stock issued for consulting services for the period from June 12, 2011 to June 11, 2012.
NOTE 5. NOTES PAYABLE
During the quarter ended March 31, 2011, the Company issued a promissory note of $10,000 bearing interest at 12% due June 2011. No payments were made on this note. It was verbally extended and is not considered in default.
During the quarter ended March 31, 2011, the Company issued notes of $17,135 at 12% and due at various dates through June 2011. $17,000 of principal was repaid. The notes were verbally extended and are not considered in default.
During the quarter ended June 30, 2011, the Company issued promissory notes totaling $40,000 at 12% due July 2011. No payments were made on these notes. They were verbally extended and not are considered in default.
During the quarter ended December 31, 2011, the Company issued notes of $64,000 at 12% and due at various dates through February 25, 2012. $24,000 of principal was repaid. These notes were verbally extended and are payable upon demand.
During the quarter ended December 31, 2011, the note payable-related party of $6,265 without interest and due on demand was reclassified from related party to unrelated party, $265 of which was repaid.
During the quarter ended March 31, 2012, the Company issued a note of $12,000 at 12% and due on May 2, 2012. The note was verbally extended until September 1, 2012. During the quarter ended September 30, 2012, the Company repaid principal of $9,200. The remaining notes were verbally extended and payable upon demand.
The Company also issued a note of $50,000 on March 13, 2012 and due on April 17, 2012. The interest for the note was $500. The note was verbally extended for one month until May 25, 2012. The notes was verbally extended and are payable upon demand.
During the quarter ended March 31, 2012, the Company repaid principal of $4,135 and interest of $565 for the notes with interest of 12%.
During the quarter ended June 30, 2012, the Company issued notes of $3,600 and $3,500 at 12% and due on July 12 and 20, 2012, respectively. The notes were verbally renewed and are payable upon demand.
The Company also issued a bridge note of $25,000 on June 21, 2012 and due on July 30, 2012. The interest rate for the note was 5%. The note was verbally renewed and is payable upon demand.
During the quarter ended June 30, 2012, the Company repaid principal of $15,000 and interest of $1,100 on the 12% interest note and interest of $1,100 of the note with interest of 12%.
On July 3, 2012, the Company issued a note of $2,000 at 12% and due on October 3, 2012. The note was verbally extended and payable upon demand.
On August 2, 2012, the Company issued a note of $1,800 at 12% and due on November 2, 2012. The note was verbally extended and payable upon demand.
On September 17, 2012, the Company issued a note of $6,500 at 12% and due on December 17, 2012. The note was payable upon demand.
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At September 30, 2012 and December 31, 2011, notes payable to non-related parties consisted of the following:
| 2012 | 2011 | |||||||
| Interest at 12%, due on demand | $ | 982,820 | $ | 981,755 | ||||
| Interest at 15%, due on demand | 20,000 | 20,000 | ||||||
| Interest at 10%, due on demand | 128,000 | 128,000 | ||||||
| Interest at 12.5%, due on demand | 38,750 | 38,750 | ||||||
| Interest at 5%, bridge note, due on demand | 25,000 | - | ||||||
| Interest at approximately $500 per month, due on demand | 50,000 | - | ||||||
| Notes payable bearing no interest, due on demand | 6,000 | 6,000 | ||||||
| Total Due | $ | 1,250,570 | $ | 1,174,505 | ||||
NOTE 6. NOTES PAYABLE, RELATED PARTY
During the quarter ended March 31, 2011, the Company issued notes of $8,760 to its President at 12% and due at various dates through June 2011. No principal payments were made. The notes were verbally extended and are not considered in default.
During the quarter ended June 30, 2011, the Company issued notes of $10,117 to its President at 12% and due at various dates through July 2011. No principal payments were made. The notes were verbally extended and are not considered in default.
During the quarter ended September 31, 2011 and December 31, 2011, the Company paid $6,000 and $2,317 in interest to its President, respectively. No principal payments were made.
During the quarter ended December 31, 2011, the Company paid $1,683 in principal due on notes from related parties.
During the quarter ended December 31, 2011, the note payable-related party of $6,265 without interest and due on demand was reclassified from related party to unrelated party, $265 of which was repaid.
During the quarter ended December 31, 2011, the Company’s president had $10,136 in personal charges made on the Company credit card. The charges were netted against the notes payable to the Company’s President.
During the quarter ended March 31, 2012, the Company repaid principal of $533 and interest of $11.
During the quarter ended June 30, 2012, the Company issued note of $2,000 to its president at 12% and due at September 27, 2012.
During the quarter ended June 30, 2012, the Company repaid principal of $2,700 and interest of $286.
During the quarter ended September 30, 2012, the Company repaid principal of $8,101 for the notes with interest of 12%.
At September 30, 2012 and December 31, 2011, notes payable to related parties was:
| 2012 | 2011 | |||||||
| Notes payable to Company’s President, interest at 12%, due on demand | $ | 34,676 | $ | 44,010 | ||||
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NOTE 7. CONVERTIBLE NOTES PAYABLE
At December 31, 2010, the Company had $625,600 of 6% subordinated convertible notes outstanding. The notes are due to an unrelated party who owned less than 1% of the issued and outstanding stock of the Company as of December 31, 2010. As of December 31, 2011, all convertible notes payable related party were transferred to unrelated party. All notes are convertible to common shares, $0.001 par value, at the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company’s securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective. It is mandatory that the notes to be converted on the sixth and seventh year of their anniversary date or are due and payable in the event that the Company’s shares of common stock are not publicly traded. All of these notes are classified as a current liability at December 31, 2011 and September 30, 2012.
As of December 31, 2011, the Company issued $350,000 ($150,000 and $200,000, respectively) in convertible notes payable, bearing interest at 10%, due June 2014. All notes are convertible to common shares, $0.001 par value, at the lower of $0.10 or 80% of the average closing bid during the five days immediately prior to the conversion date. The Company also issued warrants to purchase up to 1,750,000 shares of common stock for $0.10 as part of the convertible note issuance. Beneficial conversion feature (“BCF”) is contingent on the Company’s average stock as determined by the conversion formula. This BCF is not recorded and will be recorded when the contingency is resolved.
The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 0.93%; dividend yield –0%; expected volatility – 70% and term of 3 years. The value of the warrants was $16,110 ($6,904 and $9,206, respectively) at grant date.
The FV of the warrants was allocated to the total proceeds from the loans, based on the relative FV of the warrants and debts, as unamortized interest totaling $16,110, to be amortized over the term of the loans. The warrants were classified as equity. The amortized interest expense for the nine months ended September 30, 2012 and 2011 was $4,027 and $0; $1,343 and $0 was for the three months ended September 30, 2012 and 2011, respectively. The unamortized interest on warrants was $10,407 as of September 30, 2012.
$597,400 of convertible notes payable was transferred to convertible note payable – unrelated party and $28,200 of the notes was converted as of December 31, 2011.
On February 8, 2012, the Company converted a note with principal of $16,883 and interest of $1,117 into 1,800,000 shares of Common Stock at conversion price of $0.01 per share.
On February 9, 2012, the Company converted a note of $18,000 of accrued interest into 1,800,000 shares of Common Stock at conversion price of $0.01 per share
On February 27, 2012, the Company converted a note with principal of $15,030 into 1,800,000 shares of Common Stock at conversion price of $0.008 per share.
On March 29, 2012, the Company converted a note with principal of $3,049 and interest of $4,951 into 2,000,000 shares of Common Stock at conversion price of $0.004 per share.
On April 4, 2012, the Company issued convertible notes of $37,500 at interest 8% and due on January 9, 2013.
On April 27, 2012, the Company issued convertible notes of $5,000 and $10,000 at interest 12% and due on April 27, 2015.
As of May 14, 2012, the Company converted interest of $7,705 into 2,027,631 shares of the Company’s Common Stock at conversion price of $0.0038 per share.
On July 6, 2012, the Company converted a note with principal of $4,000 into 2,000,000 shares of Common Stock at conversion price of $0.002 per share.
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On July 19, 2012, the Company entered into a Notes Purchase Agreement (“NPA”) with Asher Enterprises, Inc. (“Asher”). Under the terms of the NPA, the Company will issue to Asher convertible notes (the “Notes”) of $22,500. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date.
At September 30, 2012 and December 31, 2011, convertible notes payable to non-related parties consisted of the following:
| 2012 | 2011 | |||||||
| Interest at 6%, due on demand | $ | 282,200 | $ | 282,200 | ||||
| Interest at 6%, transferred from related party | 625,600 | 625,600 | ||||||
| Interest at 10%, due on demand | 350,000 | 350,000 | ||||||
| Interest at 8%, due in 2013 | 60,000 | - | ||||||
| Interest at 12%, due in 2015 | 15,000 | - | ||||||
| Total | 1,332,800 | 1,257,800 | ||||||
| Less: Notes payable converted | (81,462 | ) | (42,500 | ) | ||||
| Less: Current portion | (886,338 | ) | (865,300 | ) | ||||
| Less: Unamortized interest on warrants | (9,065 | ) | (13,093 | ) | ||||
| Convertible notes payable, noncurrent | $ | 355,935 | $ | 336,907 | ||||
Interest expense on these notes for the nine months ended September 30, 2012 and 2011 was $64,917 and $23,124, respectively; and $21,169 and $12,580 for the three months ended September 30, 2012 and 2011 respectively.
NOTE 8. STOCKHOLDERS’ DEFICIT
In June 2011, the Company issued 300,000 shares of common stock as payment for marketing services. The FV of the stock on the day of issuance was $13,500.
In September 2011, the Company issued 1,120,000 shares of common stock to consultants for services rendered to the Company. The Company recorded the expense at the FV of the shares of $324,800.
On September 30, 2011, the Company entered various agreements to convert $36,488 of related party convertible debt and accrued interest into 2,606,285 shares of common stock. The FV of the stock on the date of agreement and issuances was $573,383. The Company recorded a loss on settlement of debt of $536,895, included in other expense.
In December 2011, the Company issued 700,000, 700,000, 400,000 and 600,000 shares of restricted common stock, respectively, as payment for services provided by four officers of the Company. The FV of the stock on the day of issuance was $96,000.
In January 2012, the Company issued 480,000 shares of restricted common stock to a marketing consultant company, as payment for services to be provided from June 12, 2011 to June 11, 2012. The FV of the stock on the day of issuance was $16,800. As of June 30, 2012, $16,800 was fully amortized.
On July 2, 2012, the Company entered into consulting agreements with four contractors to assist with the Company’s public awareness. The agreements continue until December 25, 2012 with the option of an additional three or six month renewal. As compensation, the Company will pay each contractor a consulting fee of $1,000 per month through issuance of the Company’s restricted common stock calculated at 20% discount of the average closing price of the lowest five trading days in the prior 20 trading days for a minimum period of six months. The first payment shall be made on the effective date of this agreement and subsequent payments shall be made payable on the first business day of each month for the duration of this contract. The expenses related to the project will be reimbursed by the Company. During the third quarter of 2012, the Company has recorded $4,000 consulting expense with issuing 1,344,000 shares.
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Warrants
On June 30, 2011, the Company issued warrants to purchase 1,750,000 shares of its common stock at $0.10 per share as part of convertible note issuances.
Options
There were no options granted during the nine months ended September 30, 2012 and 2011.
Common stock purchase options and warrants consisted of the following at September 30, 2012 and December 31, 2011:
| Weighted Average | Aggregated | |||||||||||
| Exercise | Intrinsic | |||||||||||
| # of shares | Price | Value | ||||||||||
| Options: | ||||||||||||
| Outstanding and exercisable, December 31, 2011 | - | $ | - | $ | - | |||||||
| Granted | - | - | - | |||||||||
| Exercised | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding and exercisable, September 30, 2012 | - | - | $ | - | ||||||||
| Warrants: | ||||||||||||
| Outstanding and exercisable, December 31, 2011 | - | $ | - | $ | - | |||||||
| Granted | 1,750,000 | 0.10 | - | |||||||||
| Exercised | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding and exercisable, September 30, 2012 | 1,750,000 | $ | 0.10 | $ | - | |||||||
NOTE 9. COMMITMENTS AND CONTINGENCIES
Starting in 2006, the Company used the offices of the Company’s President at no cost, which is expected to continue until adequate funds are available.
NOTE 10. LITIGATION
The Company is subject to various claims covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.
During 2002, eCast, settled a lawsuit with its prior landlord of $100,000 and unpaid interest $13,178. As of September 30, 2012 the balance $113,178 due for the settlement had not been paid and is reflected as a current liability.
Management is aware of a threatened litigation matter involving the nonpayment of approximately $9,000 in legal fees. Management is not aware of any attempts by the claimant to pursue the litigation.
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As previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, on November 1, 2010 the accounting firm of A.J. Robbins, P.C. filed a lawsuit in the District Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against the Company, a second corporate defendant, and our CEO, as a result of a personal guarantee. On December 15, 2010, Defendants filed an Answer which asserted several defenses. The parties exchanged initial disclosures, and the matter was set for trial on December 5, 2011. On August 3, 2011 the parties entered into a settlement agreement whereby the Defendants will jointly pay $85,000 to the plaintiffs and the Company will issue $45,000 of the Company’s stock to the plaintiffs. The Company was responsible to pay 50% of the cash payments, the other 50% of which was the responsibility of a second defendant. The cash payments were scheduled to be made in equal monthly payments over seven months commencing August 31, 2011. In consideration of the settlement, the parties executed a mutual release and agreed to withdraw the lawsuit. The releases and withdrawal are contingent upon the Company's full performance of the settlement agreement terms. The second defendant issued stock with a FV of $36,000 on the date of the agreement in full payment of the stock portion of the settlement agreement. As of November 11, 2012, the Company and the second corporate defendant have fulfilled all the obligations with respect to this liability and all of the $85,000 has been paid to the plaintiffs.
On January 5, 2012,Healthcare International Networks, LLC. (“HIN”) et. al. filed a lawsuit at the Los Angeles Superior Court, against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.
Legal representatives for HIN and for the Company determined the parties have come to an agreement to settle their dispute in Case No. BC476301. The agreement will be as follows: In exchange for the Company providing HIN $10,000 worth of common stock, HIN, along with all other Plaintiffs in this action shall dismiss, with prejudice, their lawsuit that was filed against the Company on January 5, 2012. In addition to this exchange of stock, the Company will relinquish any rights to the name Planet Hospital and will acknowledge the rescission of any alleged agreement between the Company and HIN for the purchase of the name Planet Hospital.
Said Stock is offered by the Company with the express condition that HIN or any other recipient of the stock provide the Company with a non-negotiable six months Option to buy-back the stock upon its choosing to do so, at a price of $10,000 or whatever value the stock may have at the time that the Company wishes to exercise its Option within 6 months, whichever price may be greater at that time. Also within the six months that the Company has an Option to buy-back the stock, the Company shall be afforded the absolute Right of First Refusal, in the event that the recipient of the stock intends to distribute any portion of the stock in any manner.
The Company shall issue a public statement acknowledging the rescission of the asset purchase agreement. HIN and associated other plaintiff shall forever waive their right to bring forth any cause of action arising from this alleged asset purchase agreement or any previously filed causes of action that were also associated with Case No. BC476301.
On November 8, 2012, a Notice of Settlement of Entire Case was filed with the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse, Department 32, which effectively notified the Court that this matter is presumed settled. The Court shall, nevertheless, retain the original Final Status Conference Date and the Trial Date. In addition the Court has designated an Order to Show Cause for January 14, 2013 in regards to Dismissal of this matter.
Legal Representatives for both HIN and the Company are exchanging communications regarding settlement of this matter and making efforts to finalize the settlement agreement before the parties are asked to review and sign the documents. The settlement agreement will likely be completed by December 1, 2012.
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NOTE 11. SUBSEQUENT EVENTS
On November 12, 2012, the Company entered into an NPA with Asher, a Delaware corporation. Under the terms of the NPA, the Company will issue to Asher convertible notes (the “Notes”) of $16,000. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date.
On October 19, 2012, the Company issued a note of $50,000 to an unrelated party at 12% and due on January 1, 2013.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS, AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE "FILINGS"), CONTAIN FORWARD-LOOKING STATEMENTS WHICH ARE INTENDED TO CONVEY OUR EXPECTATIONS OR PREDICTIONS REGARDING THE OCCURRENCE OF POSSIBLE FUTURE EVENTS OR THE EXISTENCE OF TRENDS AND FACTORS THAT MAY IMPACT OUR FUTURE PLANS AND OPERATING RESULTS. THESE FORWARD-LOOKING STATEMENTS ARE DERIVED, IN PART, FROM VARIOUS ASSUMPTIONS AND ANALYSIS WE HAVE MADE IN THE CONTEXT OF OUR CURRENT BUSINESS PLAN AND INFORMATION CURRENTLY AVAILABLE TO US AND IN LIGHT OF OUR EXPERIENCE AND PERCEPTIONS OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS WE BELIEVE TO BE APPROPRIATE IN THE CIRCUMSTANCES. YOU CAN GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS THROUGH WORDS AND PHRASES SUCH AS "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT", "INTEND", "PLAN", "BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY RESULT", AND SIMILAR EXPRESSIONS. WHEN READING ANY FORWARD-LOOKING STATEMENT YOU SHOULD REMAIN MINDFUL THAT ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE PERFORMANCE OF OUR COMPANY, AND ARE SUBJECT TO RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO OUR INDUSTRY AND RESULTS OF OPERATIONS.
EACH FORWARD-LOOKING STATEMENT SHOULD BE READ IN CONTEXT WITH, AND WITH AN UNDERSTANDING OF, THE VARIOUS OTHER DISCLOSURES CONCERNING OUR COMPANY AND OUR BUSINESS MADE IN OUR FILINGS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT AS A PREDICTION OF ACTUAL RESULTS OR DEVELOPMENTS. WE ARE NOT OBLIGATED TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT CONTAINED IN THIS REPORT TO REFLECT NEW EVENTS OR CIRCUMSTANCES UNLESS AND TO THE EXTENT REQUIRED BY APPLICABLE LAW.
Overview
On November 1, 2010, the Company's Board of Directors (“BOD”) and management decided to change the focus of its business from entertainment and website development to websites dedicated to the facilitation of medical tourism. The Company believes that due to the potential high growth in the medical tourism industry (“MTI”), it is a better use of the Company's resources. The Company discontinued operations and maintenance of web destinations it launched in the last several years, as it has transitioned operations toward the development of one or more medical tourism websites.
On April 20, 2011, the Company launched its initial medical tourism website calledwww.globalhealthvoyager.com. The website is designed to be an information portal for users to facilitate medical procedures, hospitals, and clinics overseas. The website is updated regularly and will continue to be enhanced over time.
On August 10, 2011, NT Media Corp. of California, Inc. changed its name to Global Health Voyager, Inc. (the "Company"). The Company is a Delaware corporation incorporated on March 14, 2000.
In 2011, the Company discontinued developing media and entertainment assets and channels and phased out its websiteswww.neurotrash.tv,www.singlefathernetwork.com, andwww.stemcellstalk.comas it shifted its focus to its recently launched medical tourism web portal.
New Company Focus
The Company redirected its focus to the MTI which it believes has high growth potential with minimal upfront web portal development costs. The Company recognized a unique opportunity to utilize its core competencies in web development in the emerging medical tourism market. The Company’s new vision is to be a premier international MTI via acquisitions, partnerships, affiliations, and the development of web portals for resources in the MTI. The Company’s mission is to facilitate exceptional health care and services by highly qualified surgeons/physicians and advanced state-of-the-art facilities abroad for a fraction of the cost of traditional healthcare in the US. The Company extends its services to other developed nations by providing potential patients the opportunity to research and connect with medical providers outside of their country of residence. The Company’s sole employee is its president and he will continue his role as such. The Company plans to hire outside consultants and contractors in the initial phases of the business transition to develop the Company's websites, partnerships and content with respect to all aspects of non-US medical services, transportation and regulations. The Company will seek financing for the venture through private placements of equity and the issuance of debt securities to private investors. There can be no assurance the Company will successfully transition its business operations, attract or retain new personnel or obtain financing on terms satisfactory to the Company, if at all.
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The Company’s core competencies in web developing, marketing, and social networking allow it to cost effectively provide information about world-class healthcare services via its medical tourism website which was launched in the second quarter of 2011.
The Company intends to capitalize on the growth in this industry through the development of our own internal platform and through the development of relationships with hospitals and health care providers worldwide. In considering servicing clients from Canada and Western Europe, another significant factor driving medical tourism outside of cost savings is timeline for delivery of care.
Currently, there are many small medical tourism companies that serve particular markets and specialize in certain types of procedures. We believe the medical tourism facilitator market is ripe for consolidation. There are few, if any, companies that have the depth and reach into all of the different geographies and medical specializations available to potential patients. Researching countries, facilities and individual doctors is an important part of the decision process for most patients. Currently, patients must research several different sources to compare pricing, procedures and providers. A company that can deliver information across all geographies and facilitate introductions to hospitals, doctors and health care staff involved in every type of procedure could rapidly become the market share leader.
Our goal is to develop our own platform and to acquire and partner with the leaders in the medical tourism industry, including electronic record management, and grow the business significantly long into the foreseeable future.
In addition, as part of its strategy of growth in the MTI, effective October 6, 2011, the Company entered into an Asset Purchase Agreement (the "Agreement") with Healthcare International Networks, LLC (“HIN”) et. al., a privately-owned Delaware limited liability company ("Seller"). Pursuant to the terms of the Agreement, the Company purchased substantially all of the operating assets associated with the website "Planet Hospital" as owned and operated by the Seller. The Seller agreed to retain all of its liabilities whether related to the Planet Hospital website or any other assets acquired by Company under the Agreement. The Company assumed no liabilities under the Agreement. As consideration for the transfer and sale of the Planet Hospital assets to the Company, the Company issued $90,000 of its unregistered Common Stock, at $0.144 per share (the "Consideration Shares"). The price per share of the Consideration Shares was based upon the average of the closing price of the Company's Common Stock for the 30 days preceding October 6, 2011. As such 625,000 shares of Common Stock were to be issued as Consideration Shares. The Consideration Shares have not been issued as the Seller did not respond to the Company’s repeated requests to provide the names of the individuals to which the shares were to be issued. The Company is currently involved in a lawsuit with the Seller. The Company has not assumed title to the Planet Hospital assets including the rights to the name and website domain.
On January 5, 2012, HIN, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak, and Geoff Moss filed a lawsuit, collectively as "Plaintiffs" against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.
Legal representatives for HIN, and for the Company determined the parties have come to an agreement to settle their dispute in Case No. BC476301. The agreement is as follows: In exchange for the Company providing $10,000 worth of common stock, HIN, along with all other Plaintiffs in this action shall dismiss, with prejudice, their lawsuit filed against the Company on January 5, 2012. In addition to this exchange of stock, the Company will relinquish any rights to the name Planet Hospital and will acknowledge the rescission of any alleged agreement between the Company and HIN for the purchase of the name Planet Hospital.
Said Stock is offered by the Company with the express condition that HIN or any other recipient of the stock provide the Company with a non-negotiable 6 months Option to buy-back the stock upon its choosing to do so, at a price of $10,000 or whatever value the stock may have at the time that the Company wishes to exercise its Option within six months, whichever price may be greater at that time. Also within the six months that the Company has an Option to buy-back the stock, the Company shall be afforded the absolute Right of First Refusal, in the event that the recipient of the stock intends to distribute any portion of the stock in any manner.
The Company shall issue a public statement acknowledging the rescission of the asset purchase agreement. HIN and associated other plaintiff shall forever waive their right to bring forth any cause of action arising from this alleged asset purchase agreement or any previously filed causes of action that were also associated with Case No. BC476301.
On November 8, 2012, a Notice of Settlement of Entire Case was filed with the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse, Department 32, which effectively notified the Court that this matter is presumed settled. The Court shall, nevertheless, retain the original Final Status Conference Date and the Trial Date. In addition the Court has designated an Order to Show Cause for January 14, 2013 in regards to Dismissal of this matter.
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Legal Representatives for both HIN and the Company are exchanging communications regarding settlement of this matter and making efforts to finalize the settlement agreement before the parties are asked to review and sign the documents. The settlement agreement will likely be completed by December 1, 2012.
On July 2, 2012, the Company entered into consulting agreements with four contractors to assist with the Company’s public awareness. The agreements shall continue until December 25, 2012 with the option of an additional three or six month renewal. As compensation, the Company will pay each contractor a consulting fee of $1,000 per month through issuance of the Company’s restricted common stock calculated at 20% discount of the average closing price of the lowest five trading days in the prior 20 trading days for a minimum period of six months. The first payment shall be made on the effective date of this agreement and subsequent payments shall be made payable on the first business day of each month for the duration of this contract. The expenses related to the project will be reimbursed by the Company. During third quarter ending September 30, 2012, the Company has recorded $4,000 consulting expense by issuing 1,344,000 shares.
Financing
We have generated no revenue from the sale of our products during the 2012 fiscal year, therefore, we must continue to rely on funding from other sources to support our operations. We have no committed sources of financing other than as disclosed in this Form 10-Q. Sales of our debt and equity securities and loans from related parties have provided us with the funding we needed in the past, although there is no guaranty that this funding will be available in the future. As we discuss below, our financial statements have been prepared assuming that we will continue as a going concern. Through September 30, 2012, we incurred cumulative losses of $10,276,189 including a net loss for the nine months ended September 30, 2012 of $463,960. It is unknown when, if ever, we will achieve a level of revenues adequate to support our costs and expenses, including the repayment of debt.
Obtaining outside financing will continue to be necessary to meet the Company’s anticipated working capital needs for the foreseeable future. Given the Company’s current financial position, for the immediate future, we expect to operate the Company’s current lines of business under strict budgetary constraints in order to keep operating expenses as low as possible. We will attempt to negotiate extensions of the Company’s debt obligations or negotiate for the conversion of some or all of the Company’s debt into equity; however, there can be no assurance that we will be successful.
In the nine months ended September 30, 2012, the Company issued notes for $46,400 with interest of 12%, $75,000 convertible note (including $15,000 noncurrent) with interest of 8%, and $50,000 with monthly interest of $500. See the consolidated financial statements of the Company in Part I Item1 for further details on these financing transactions.
Results of Operations
Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011
Revenues for the three months ended September 30, 2012 and 2011 were $0.
General and administrative expenses were $80,578 during the three months ended September 30, 2012, a decrease of $299,417 or 74%, compared to $309,995 for the three months ended September 30, 2011. The Company also incurred interest costs related to various notes of $55,972, a decrease of $526,379 from the prior period when we reported interest of $582,351. Operations were limited by the lack of available cash.
Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011
Revenues for the nine months ended September 30, 2012 and 2011 were $0.
General and administrative expenses were $288,521 during the nine months ended September 30, 2012, a decrease of $246,992 or 46%, as compared to $535,513 for the nine months ended September 30, 2011. The Company also incurred interest costs related to various notes in the amount of $175,439; a decrease of $512,998 from the prior period when we reported interest costs of $688,437. Operations were limited by the lack of available cash.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet 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, and that would be considered material to investors.
Liquidity and Capital Resources
We have incurred operating losses since inception. As of September 30, 2012, we have an accumulated deficit of $10,276,189. At September 30, 2012, we have $15 in cash and equivalents and a net working capital deficit of $5,333,151.
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The Company had cash of $15 at September 30, 2012. Historically the Company’s source of cash for operations has been the sale of equity and debt securities. There can be no assurance that sales of the Company’s securities, or sale of the Company’s products and services will provide sufficient capital for its operations or that the Company will not encounter unforeseen difficulties that may deplete its capital resources more rapidly than anticipated. As of September 30, 2012, $759,252 in principal and interest of certain promissory notes issued by the Company were due or were to become due on or before October 3, 2012. The notes due on or before October 3, 2012 were verbally extended and are payable upon demand.
The Company and its wholly owned subsidiary, eCast Media Corporation, Inc. (“eCast”), were dependent on borrowed or invested funds to finance their ongoing operations. As of September 30, 2012, eCast owed $620,000 on 6% convertible notes and the Company owed $210,338 on 6% convertible notes. These notes were issued to two of the Company’s major stockholders. These notes are classified as current liabilities. We anticipate we will continue borrowing funds or obtaining additional equity financing to provide working capital. We do not have sufficient cash on hand or from operations to support the Company's operations for the next 12 months.
The audit report of the Company’s independent registered public accounting firm for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K for the year then ended, includes a “going concern” explanation. In the auditor’s opinion, the Company’s limited operating history and accumulated deficit as of December 31, 2011, raised substantial doubt about the Company’s ability to continue as a going concern. We require approximately $5.69 million over the next 12 months to pay off accounts payable, accrued expenses and the convertible notes and notes payable reaching maturity unless we obtain additional extensions.
Due to our limited cash flow, operating losses and intangible assets, it is unlikely we could obtain financing through commercial or banking sources. Consequently, we are dependent on continuous cash infusions from our major stockholders and other outside sources to fund our current operations. If these outside sources are unwilling or unable to provide necessary working capital to us, we will probably not be able to sustain operations. We have no written agreements or contractual obligations in place which require our outside sources to continue to finance our operations. The Company's and eCast's convertible notes of $1,250,898 are convertible when the Company's or eCast's securities (as the case may be) are trading publicly and the underlying stock of the convertible notes has been registered with the SEC on a registration statement that has been declared effective. If they remain unpaid, the notes will automatically convert to Common Stock on the fifth anniversary of their respective issuances. Thus, $872,463 of current convertible notes would be mandatorily converted during 2012 unless they become eligible for conversion prior to that time, or have been extended by the parties. The parties have verbally agreed to extend the mandatory conversion for one year.
If adequate funds do not become available, management believes its officers and directors will contribute capital amounts necessary to fund the Company’s ongoing expenses; however, the Company’s officers and directors are under no obligation to do so. If we are unable to pay the Company’s debt as it becomes due and are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of the Company’s initiatives and will be forced to consider steps that would protect the Company’s assets against creditors.
Operating Activities
During the nine months ended September 30, 2012, the Company used $142,515 of cash in operating activities, primarily to fund its net loss. Non-cash adjustments included $4,029 for the amortization of interest on warrants, $20,800 for share-based payments to consultants, and $630 for a gain on settlement of debt. Cash provided by operating activities included a decrease $6,188 in prepaid expenses and increase of $291,057 in accounts payable and accrued expenses.
During the nine months ended September 30, 2011, the Company used $315,468 of cash in operating activities. Non-cash adjustments included $338,300 for share-based payments to consultants and employees. Cash provided by operating activities included increases of $783,003 in accounts payable and accrued expenses. Cash used in operating activities included an increase of $212,021 in prepaid expenses.
Critical Accounting Policies
We have no critical accounting policies that by the nature of the estimates or assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.
Material Trends, Events or Uncertainties
The Company is not certain how the current economic downturn may affect its business. Because of the global recession, government agencies and private industry may not have the funds to purchase global medical tourism and healthcare services. It may also be more difficult for the Company to raise capital in the current economic environment. Other than as discussed herein, the Company does not know of any material trends, events or uncertainties that may impact its operations in the future.
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Going Concern
The accompanying financial statements were prepared assuming the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. Through September 30, 2012, the Company has incurred cumulative losses of $10,276,189 including a net loss for the nine months ended September 30, 2012 of $463,960. As the Company has no cash flow from operations, its ability to maintain its status as an operating company is dependent upon obtaining adequate cash to finance its overhead, sales and marketing activities, and the acquisition of other companies in the MTI industry. It is unknown when, if ever, the Company will achieve a level of revenues adequate to support its costs and expenses. In order for the Company to meet its basic financial obligations, including rent, salaries, debt service and operations, it plans to seek additional equity or debt financing. Because of the Company’s history and current debt levels, there is considerable doubt the Company will be able to obtain financing. The Company’s ability to meet its cash requirements for the next 12 months depends on its ability to obtain such financing. Even if financing is obtained, any such financing will likely involve additional fees and debt service requirements which may significantly reduce the amount of cash the Company will have for its operations. Accordingly, there is no assurance the Company will be able to implement its plans.
The Company expects to continue to incur substantial operating losses for the foreseeable future, and it cannot predict the extent of the future losses or when it may become profitable, if ever. The Company expects to incur increasing sales and marketing, general and administrative expenses. Also, the Company has a substantial amount of short-term debt, which will need to be repaid or refinanced, unless it is converted into equity. As a result, if the Company begins to generate revenues from operations, those revenues will need to be significant in order to cover current and anticipated expenses. These factors raise substantial doubt about the Company's ability to continue as a going concern unless it is able to obtain substantial additional financing in the short term and generate revenues over the long term. If the Company is unable to obtain financing, it would likely discontinue its operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a Smaller Reporting Company, the Company is not required to respond to this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” means controls and other procedures of the Company designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Financial Officer (the "Certifying Officer"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Certifying Officer concluded that our disclosure controls and procedures were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding disclosure.
Changes In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Additional Disclosure Concerning Controls and Procedures
We currently believe the Company has material weaknesses in its disclosure controls and procedures. We will continue to work in the coming months to address such weaknesses. We believe that the out-of-pocket costs, the diversion of management's attention from running the day-to-day operations and operational changes caused by the need to make changes in our internal control and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) could be significant and still we may not achieve significant improvements in our internal controls and procedures. If the time and costs associated with such compliance exceed our current expectations, our results of operations and the accuracy and timeliness of the filing of our annual and periodic reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Common Stock.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During 2002, the Company's subsidiary settled a lawsuit with its prior landlord for $100,000. As of September 30, 2012 the balance of the settlement had not been paid and is reflected as a current liability in the accompanying consolidated balance sheet. Management is aware of a threatened litigation matter involving the nonpayment of certain legal fees of approximately $9,000. Management is not aware of any attempts by the claimant for pursuit of the litigation.
As previously reported in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012, on November 1, 2010 the accounting firm of A.J. Robbins, P.C. filed a lawsuit in the District Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against the Company, a second corporate defendant, and our CEO, as a result of a personal guarantee. On December 15, 2010, Defendants filed an Answer which asserted several defenses. The parties exchanged initial disclosures, and the matter was set for trial commencing on December 5, 2011. On August 3, 2011 the parties entered into a settlement agreement whereby the Defendants in the case will jointly pay $85,000 to the plaintiffs and the Company will issue $45,000 of the Company’s stock to the plaintiffs. The Company was responsible to pay 50% of the cash payments, the other 50% of which was the responsibility of a second defendant. The cash payments were scheduled to be made in equal monthly payments over 7 months commencing on August 31, 2011. In consideration of the settlement, the parties have executed a mutual release and have agreed to withdraw the lawsuit. The releases and withdrawal are contingent upon the Company's full performance of the settlement agreement terms. The second defendant issued stock with a fair market value of $36,000 on the date of the agreement in full payment of the stock portion of the settlement agreement. As of November 11, 2012, the Company and the second corporate defendant have fulfilled all the obligations with respect to this liability and all of the $85,000 has been paid to the plaintiffs.
As previously reported in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012,on January 5, 2012, Healthcare International Network, LLC, a Delaware limited liability company, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak, and Geoff Moss filed a lawsuit at the Los Angeles Superior Court, Case No. BC476301 collectively as "Plaintiffs" against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.
Legal representatives for Healthcare International Networks, LLC. (HIN) et. al., and for the Company determined the parties have come to an agreement to settle their dispute in Case No. BC476301. The agreement will be as follows: In exchange for the Company providing HIN a total of $10,000 worth of common stock, HIN, along with all other Plaintiffs in this action, shall dismiss, with prejudice, their lawsuit that was filed against the Company on January 5, 2012. In addition to this exchange of stock, the Company will relinquish any rights to the name Planet Hospital and will acknowledge the rescission of any alleged agreement between the Company and HIN for the purchase of the name Planet Hospital.
Said stock is offered by the Company with the express condition that HIN or any other recipient of the stock provide the Company with a non-negotiable six months Option to buy-back the stock upon its choosing to do so, at a price of $10,000 or whatever value the stock may have at the time that the Company wishes to exercise its Option within six months, whichever price may be greater at that time. Also within the six months that the Company has an Option to buy-back the stock, the Company shall be afforded the absolute Right of First Refusal, in the event that the recipient of the stock intends to distribute any portion of the stock in any manner.
The Company shall issue a public statement acknowledging the rescission of the asset purchase agreement. HIN and associated other plaintiffs shall forever waive their right to bring forth any cause of action arising from this alleged asset purchase agreement or any previously filed causes of action that were also associated with Case No. BC476301.
On November 8, 2012, a Notice of Settlement of Entire Case was filed with the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse, Department 32, which effectively notified the Court that this matter is presumed settled. The Court shall, nevertheless, retain the original Final Status Conference Date and the Trial Date. In addition the Court has designated an Order to Show Cause for January 14, 2013 in regards to dismissal of this matter.
Legal representatives for both HIN and the Company are exchanging communications regarding settlement of this matter and making efforts to finalize the settlement agreement before the parties are asked to review and sign the documents. The settlement agreement will likely be completed by December 1, 2012.
ITEM 1A. RISK FACTORS
As a Smaller Reporting Company, the Company is not required to respond to Item 1A.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
During the period covered by this Report, the Company issued and sold the following unregistered securities. The Company did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities. In addition, the Company believes the investors are all “accredited investors” as defined in Rule 501(a) of the Securities Act of 1933, as amended (the "Securities Act"). For these reasons, among others, the offer and sale of the securities were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act or Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. The proceeds of the sale of the securities will be used by the Company for general working capital purposes.
On July 6, 2012, the Company converted a note with principal of $4,000 into 2,000,000 shares of Common Stock at $0.002 per share.
On July 19, 2012, the Company issued to Asher Enterprises, Inc., convertible notes of $22,500 at 8% and due on April 23, 2013 for cash in the amount of $22,500.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The Company has no disclosure applicable to this item.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits:
| Exhibit 3.1 | (1) | Certificate of Incorporation, as amended |
| Exhibit 3.2 | (2) | Bylaws dated March 14, 2000. |
| Exhibit 4.1 | (3) | 2009 Equity Incentive Plan dated March 6, 2009 |
| Exhibit 4.2 | (4) | Form of Common Stock Purchase Warrant |
| Exhibit 31.1 | * | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit 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. |
| (1) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011. |
| (2) | Filed as an exhibit to the Company’s Registration Statement (File No. 333-38322), Amendment No. 1, on Form SB-2/A on August 23, 2000. |
| (3) | Filed as an exhibit to the Company’s Registration Statement (File No. 333-157748) on Form S-8 filed on March 6, 2009. |
| (4) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 3, 2011. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL HEALTH VOYAGER, INC. | ||
| Dated: November 19, 2012 | /s/ Ali Moussavi | |
| Ali Moussavi, | ||
| President, Chief Executive Officer (Principal Executive Officer), and Acting Chief Financial Officer (Acting Principal Financial Officer) | ||
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