SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarter ended November 30, 2010
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: 333-119915
NANO DIMENSIONS, INC.
(Name of Small Business Issuer in Its Charter)
Delaware | 20-1499421 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |
10757 South River Front Pkwy, Suite 125 | ||
South Jordan, Utah | 84095 | |
(Address of Principal Executive Offices) | (Zip Code) |
(801) 816-2533 | ||
Issuer’s Telephone Number, Including Area Code | ||
Cancer Therapeutics, Inc.
(Former name or former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ]
Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of January 17, 2011, the Company had outstanding 171,083 shares of common stock, par value $0.001 per share.
PART I
FINANCIAL INFORMATION
The Financial Statements of the Company are prepared as of November 30, 2010.
ITEM 1. | FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q |
5 | |
6 | |
7 | |
8 |
NANO DIMENSIONS, INC. | ||||||||
(formerly Cancer Therapeutics, Inc.) | ||||||||
ASSETS | ||||||||
November 30, | May 31, | |||||||
2010 | 2010 | |||||||
(Unaudited) | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 118 | $ | 33,686 | ||||
Total Current Assets | 118 | 33,686 | ||||||
OTHER ASSETS | ||||||||
Notes receivable | 61,000 | 61,000 | ||||||
Interest receivable | 3,249 | 802 | ||||||
Total Other Assets | 64,249 | 61,802 | ||||||
TOTAL ASSETS | $ | 64,367 | $ | 95,488 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 120,477 | $ | 124,763 | ||||
Due to related party | 17,500 | 18,250 | ||||||
Other accrued expenses | 150,000 | 150,000 | ||||||
Notes payable | 100,000 | 100,000 | ||||||
Total Current Liabilities | 387,977 | 393,013 | ||||||
TOTAL LIABILITIES | 387,977 | 393,013 | ||||||
STOCKHOLDERS' DEFICIT | ||||||||
Preferred stock, $0.001 par value; 20,000,000 shares | ||||||||
authorized, 200 and 200 shares issued and | ||||||||
outstanding, respectively | - | - | ||||||
Common stock, $0.001 par value; 500,000,000 shares | ||||||||
authorized, 171,139 and 171,139 shares issued, | ||||||||
respectively | 171 | 171 | ||||||
Treasury stock, 56 shares | (14,105 | ) | (14,105 | ) | ||||
Additional paid-in capital | 3,560,036 | 3,560,036 | ||||||
Accumulated deficit | (3,869,712 | ) | (3,843,627 | ) | ||||
Total Stockholders' Deficit | (323,610 | ) | (297,525 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 64,367 | $ | 95,488 | ||||
The accompanying notes are an integral part of these financial statements. | ||||||||
NANO DIMENSIONS, INC. | ||||||||||||||||
(formerly Cancer Therapeutics, Inc.) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
NET REVENUES | $ | - | $ | - | $ | - | $ | - | ||||||||
OPERATING EXPENSES | ||||||||||||||||
Consulting | - | 96,845 | - | 203,689 | ||||||||||||
Professional fees | 12,210 | 12,096 | 15,320 | 30,739 | ||||||||||||
General and administrative | 4,509 | 1,247 | 9,138 | 7,800 | ||||||||||||
Total Operating Expenses | 16,719 | 110,188 | 24,458 | 242,228 | ||||||||||||
LOSS FROM OPERATIONS | (16,719 | ) | (110,188 | ) | (24,458 | ) | (242,228 | ) | ||||||||
OTHER INCOME (EXPENSES) | ||||||||||||||||
Interest income | 1,217 | - | 2,447 | - | ||||||||||||
Loss on investment | - | (2,010 | ) | - | (3,350 | ) | ||||||||||
Interest expense | (2,026 | ) | (1,324 | ) | (4,074 | ) | (2,364 | ) | ||||||||
Total Other Income (Expenses) | (809 | ) | (3,334 | ) | (1,627 | ) | (5,714 | ) | ||||||||
LOSS BEFORE INCOME TAXES | (17,528 | ) | (113,522 | ) | (26,085 | ) | (247,942 | ) | ||||||||
INCOME TAX EXPENSE | - | - | - | - | ||||||||||||
NET LOSS | $ | (17,528 | ) | $ | (113,522 | ) | $ | (26,085 | ) | $ | (247,942 | ) | ||||
BASIC AND FULLY DILUTED: | ||||||||||||||||
Net loss per common share | $ | (0.10 | ) | $ | (0.66 | ) | $ | (0.15 | ) | $ | (1.45 | ) | ||||
Weighted average shares outstanding | 171,083 | 171,083 | 171,083 | 171,000 | ||||||||||||
The accompanying notes are an integral part of these financial statements. |
NANO DIMENSIONS, INC. | ||||||||
(formerly Cancer Therapeutics, Inc.) | ||||||||
(Unaudited) | ||||||||
For the Six Months Ended | ||||||||
November 30, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (26,085 | ) | $ | (247,942 | ) | ||
Adjustments to reconcile net loss to net | ||||||||
cash used by operating activities: | ||||||||
Amortization of prepaid services for stock | - | 193,689 | ||||||
Loss on investment in subsidiary | - | 3,350 | ||||||
Changes in operating assets and liabilities: | ||||||||
Interest receivable | (2,447 | ) | - | |||||
Accounts payable and accrued expenses | (4,286 | ) | (4,417 | ) | ||||
Due to related party | (750 | ) | - | |||||
Net Cash Used by Operating Activities | (33,568 | ) | (55,320 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Investment in subsidiary | - | (50,000 | ) | |||||
Cash payments for loans receivable - related party | - | (3,445 | ) | |||||
Net Cash Used by Investing Activities | - | (53,445 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from notes payable | - | 50,000 | ||||||
Proceeds from exercise of stock warrants | - | 59,000 | ||||||
Net Cash Provided by Financing Activities | - | 109,000 | ||||||
NET INCREASE (DECREASE) IN CASH AND | ||||||||
CASH EQUIVALENTS | (33,568 | ) | 235 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 33,686 | 760 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 118 | $ | 995 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Cash Payments For: | ||||||||
Interest | $ | - | $ | - | ||||
Income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements. |
7
NANO DIMENSIONS, INC.
(Formerly Cancer Therapeutics, Inc.)
November 30, 2010
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nano Dimensions, Inc. (formerly Cancer Therapeutics, Inc.) (the Company), was incorporated under the laws of the State of Delaware on August 12, 2004. The Company was organized for the purpose of producing and preserving activated cells for use in cancer treatment primarily through agreements with clinics, hospitals, and physicians. Effective July 31, 2007, the Company sold certain assets in exchange of 56 shares of its common stock which are now held in treasury. Following this transaction the Company has entered into shell status with no significant operations.
Effective November 5, 2010, the Company effected a 1 for 500 reverse stock split which reduced the number of issued shares of common stock from 85,569,477 shares to 171,139 shares. All share and per share amounts have been adjusted to retroactively reflect this stock split.
NOTE 2 - | BASIS OF FINANCIAL STATEMENT PRESENTATION |
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statement s and notes thereto included in its Form 10K filed on September 14, 2010. Operating results for the six months ended November 30, 2010 are not necessarily indicative of the results to be expected for the year ending May 31, 2011. |
NOTE 3 - GOING CONCERN CONSIDERATIONS
The accompanying financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on Form 10-K for the fiscal year ended May 31, 2010, the Company’s stockholders’ deficit was $297,525 and had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:
The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional.
8
NANO DIMENSIONS, INC.
(Formerly Cancer Therapeutics, Inc.)
Notes to the Financial Statements
November 30, 2010
(Unaudited)
NOTE 3 - GOING CONCERN CONSIDERATIONS (continued)
equity and by generating revenues through sales of products and services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.
NOTE 4 - NOTES RECEIVABLE
The Company has notes receivable consisting of the following:
November 30, 2010 | May 31, 2010 | |||||||
Note receivable from a company, 8.0% interest, due on demand | $ | 61,000 | $ | 61,000 | ||||
Total Notes Receivable | 61,000 | 61,000 | ||||||
Less: Current Portion | - | - | ||||||
Long Term Notes Receivable | $ | 61,000 | $ | 61,000 |
This loan was made to an unrelated party which assists the Company at times with legal matters. Accrued interest at November 30, 2010 and May 31, 2010 was $3,249 and $802, respectively.
NOTE 5 - | ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
The Company’s accounts payable and accrued expenses balance includes accrued interest of $19,808 and $15,734 as of November 30, 2010 and May 31, 2010, respectively. This interest primarily relates to notes payable. The Company also has accrued for unpaid payroll taxes for the fiscal years ended May 31, 2010 and 2009 in the amount of $42,249. As of November 30, 2010 and May 31, 2010, the Company has accrued an additional $27,895 as an estimate of penalties and interest relating to this balance. Both of these amounts are included in accounts payable and accrued expenses. |
9
NANO DIMENSIONS, INC.
(Formerly Cancer Therapeutics, Inc.)
Notes to the Financial Statements
November 30, 2010
(Unaudited)
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS
The Company has amounts due to related parties consisting of the following:
November 30, 2010 | May 31, 2010 | |||||||
Amount due to Chene Gardner, chief executive officer and chief financial officer of the Company, for unpaid accounting and management services, non-interest bearing, due on demand | $ | 17,500 | $ | 18,250 | ||||
Total | $ | 17,500 | $ | 18,250 |
For the six months ended November 30, 2010 and 2009, accounting and management fees charged by Mr. Gardner were $5,250 and $4,500, respectively.
NOTE 7 - OTHER ACCRUED EXPENSES AND LITIGATION
The Company has been named in various legal proceedings involving an investor arising through various financing activities. Management is defending against the litigation; however, $150,000 has been included in other accrued expenses related to the lawsuit. Management believes that this is the maximum exposure of the Company related to the litigation. Nevertheless, due to uncertainties in the litigation process, it is at least reasonably possible that management’s view of the outcome could change materially in the near term.
NOTE 8 - NOTES PAYABLE
The Company has notes payable consisting of the following:
November 30, 2010 | May 31, 2010 | |||||||
Note payable to a bank, 8.25% interest, matured December 31, 2005, secured by tangible and intangible assets of the Company, in default | $ | 50,000 | $ | 50,000 | ||||
Note payable to a company, 8.0% interest, matured November 3, 2010, unsecured, in default | 50,000 | - | ||||||
Total Notes Payable | 100,000 | 50,000 | ||||||
Less: Current Portion | (100,000 | ) | (50,000 | ) | ||||
Long Term Notes Payable | $ | - | $ | - |
Accrued interest at November 30, 2010 and May 31, 2010 was $19,808 and $15,734, respectively.
10
NANO DIMENSIONS, INC.
(Formerly Cancer Therapeutics, Inc.)
Notes to the Financial Statements
November 30, 2010
(Unaudited)
NOTE 9 - EQUITY TRANSACTIONS
Preferred Stock
During the year ended May 31, 2010, the Company approved the creation of Class A Preferred stock. The preferred shares are entitled to 2,000 votes per share but do not have any rights of conversion into shares of common stock. Pursuant to Delaware General Corporate Law, the holder of the preferred stock cannot take any action to benefit him personally as a shareholder without the vote of a majority of the common shareholders. On April 22, 2010 the Company authorized and approved the issuance of 200 shares of Class A Preferred stock to Chene Gardner, chief executive officer and chief financial officer of the Company, in lieu of compensation for one year of $12,000.
Common Stock
Effective October 15, 2009, the Company issued 12,000 shares of common stock at $5.00 per share as part of an agreement to purchase an additional 26% interest in NanoTherapies LLC. These shares were issued in connection with a letter of intent which never materialized. Therefore, the shares were agreed to be returned and cancelled and deemed void upon issuance.
NOTE 10 - WARRANTS
On May 1, 2009 the Company issued 36,850 stock warrants as part of the conversion agreements with certain debt holders of the company. The warrants entitle the holder to purchase common stock of the Company at an exercise price of $50.00 per share. The warrants expire 5 years from the date of issuance.
The following table summarizes the changes in warrants outstanding for the year ended May 31, 2010 and the six months ended November 30, 2010. These warrants were granted in lieu of cash compensation for services performed or financing expenses. Warrants vest immediately and services are provided during the period granted.
Number of Shares | Weighted Average Exercise Price | |||||||
Outstanding as of May 31, 2009 | 36,850 | $ | 50.00 | |||||
Granted | - | - | ||||||
Exercised | (1,180 | ) | (50.00 | ) | ||||
Expired | - | - | ||||||
Outstanding at May 31, 2010 | 35,670 | $ | 50.00 | |||||
Granted | - | - | ||||||
Exercised | - | - | ||||||
Cancelled | - | - | ||||||
Outstanding at November 30, 2010 | 35,670 | $ | 50.00 |
NOTE 10 - WARRANTS (continued)
Common stock warrants outstanding and exercisable as of November 30, 2010 are:
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Year Granted | Exercise Price | Number shares outstanding | Weighted Average Contractual Life (Years) | Number Exercisable | Weighted Average Exercise Price | |||||||||||||||
2009 | $ | 50.00 | 35,670 | 5.00 | 35,670 | $ | 50.00 | |||||||||||||
Total | 35,670 | 35,670 |
NOTE 11 - COMMITMENTS
On June 1, 2009, the Company executed a Sublease Agreement with Acadia Properties, LLC to sublease office space located in South Jordan, Utah. The sublease has a term from June 1, 2009 to March 31, 2011 and provides for monthly base rent of $1,500. For the six months ended November 30, 2010 and 2009, rent expense was $9,000 and $9,000, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion of the company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in the filing of the company’s latest annual 10-K. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. You should carefully consider the information under the caption "Risk Factors" in this filing, in addition to the other information set forth in this report. We caution you that Nano Dimensions’ business and financial performance is subject to substantial risks and uncertainties.
Overview
On July 31, 2007, the Company sold all operating assets to a shareholder of the Company. This transaction resulted in the Company becoming a shell (as defined in Rule 12b-2 of the Exchange Act).
Results of Operations
Following is our discussion of the relevant items affecting results of operations for the periods ended November 30, 2010 and 2009. The operations of the Company are continually decreasing as it has entered into shell status.
Revenues. Nano Dimensions generated zero net revenues during the three and six months ended November 30, 2010 and 2009. As the Company has entered into shell status, revenues are expected to be at or near zero for the foreseeable future.
Consulting Expense. Consulting expense for the three months ended November 30, 2010 was $-0- compared to $96,845 for the three months ended November 30, 2009. For the six months ended November 30, 2010, consulting expense was $-0- compared to $203,689 during the six months ended November 30, 2009. The Company issued 40,000,000 shares of common stock to various consulting firms on April 15, 2009 as we seek potential acquisitions and disruptive cancer research and technology opportunities to invest in, develop, and commercialize. We also seek partners to co-develop drugs. The issuance of stock was recorded as prepaid equity for the year ended May 31, 2009 as the contract period was through April, 2010. The portion of the pre paid equity related to the three and six months ended November 30, 2009 was recorded as consulting expense.
Professional Fees. Our professional fees include outside legal, accounting and other professional fees. Professional fees for the three months ended November 30, 2010 were $12,210, compared to $12,096 during the three months ended November 30, 2009. For the six months ended November 30, 2010, professional fees were $15,320 compared to $30,739 during the six months ended November 30, 2009. The decrease in professional fees is the result of the Company hiring a public relations firm during the six months ended November 30, 2009 to produce press releases which will attract potential acquisitions as well as investment capital. Furthermore, accounting and auditing services are continually provided to the company in conjunction with t he audits and preparation of the financial statements.
General and Administrative Expenses. Our general and administrative expenses have been comprised of administrative wages and benefits; contract labor; occupancy and office expenses; travel and other miscellaneous office and administrative expenses. General and administrative expenses for the three months ended November 30, 2010 was $4,509, compared to $1,247 during the three months ended November 30, 2009. For the six months ended November 30, 2010, general and administrative expenses
were $9,138 compared to $7,800 during the six months ended November 30, 2009. The company expects general and administrative expenses to remain at these levels in the future.
Other Income (Expense). We incurred net other expense of $809 for the three months ended November 30, 2010 compared to net other expense of $3,334 for the three months ended November 30, 2009. For the six months ended November 30, 2010, net other expenses were $1,627 compared to $5,714 during the six months ended November 30, 2009. Expenses incurred in this category were comprised of interest expense associated with promissory notes issued by the Company. During the six months ended November 30, 2009 the Company also recorded a loss on investment of Nano Technologies, a previous subsidiary of the Company.
Off-Balance Sheet Arrangements.
Nano Dimensions is not subject to any off-balance sheet arrangements.
Personnel
Nano Dimensions has -0- full-time employees. However, the CEO and other project-based contract personnel are utilized to carry out our business. These project-based contract personnel are temporary engagements used to assist us.
Liquidity and Capital Resources
Since inception, we have financed our operations from a combination of loans, issuance of promissory notes, and from business revenues. As of November 30, 2010, our primary source of liquidity consisted of $118 in cash and cash equivalents. Nano Dimensions has sustained significant net losses which have resulted in a total stockholders’ deficit at November 30, 2010 of $323,610. Our losses raise doubts about our ability to continue the business of Nano Dimensions as a going concern. Our current financial condition is dire. We have defaulted on several loans, and are currently in settlement with the Internal Revenue Service for unpaid taxes. Consequently, we anticipate that we will require additional cash inflows from increased revenues or sales of debt or equity capit al to maintain operations and/or finance substantial business initiatives that may arise. With the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues and from the sale of shares pursuant to this offering, we have substantial doubt as to our ability to continue to operate. We believe our present capital resources are insufficient for ongoing operation. We cannot assure you that we will be able to raise sufficient funds to further develop and market our services. Our lack of funds will materially affect Nano Dimensions, and may cause us to cease operations. Consequently, you could incur a loss of your entire investment in Nano Dimensions.
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Forward Looking Statements
When used in this report, the words, “believes,” “plans,” “expects,” and similar expressions are intended by us to identify forward-looking statements within the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from those we have projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on our estimates and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult to predict. We cannot assure you that the benefits anticipate d in these forward-looking statements will be achieved.
We undertake no obligation to update any forward-looking statements, but you are advised to consult any further disclosures by Nano Dimensions on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, we are providing these cautionary statements identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results. It is not possible for our management to foresee or identify all such factors.
Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.
RISK FACTORS
Operating Risks
We have Defaulted Loan Obligations. We received loans to continue operations as detailed in our financial statements. These loans are in default or may be in default upon demand by the creditors. As a result of our default position, these creditors may obtain judgment or other lawful remedies to collect on the debts now or in the future. We will still need to raise additional capital or increase our business profits to satisfy these creditors. We cannot assure you that we will be successful in repaying any or all of these creditors. As of November 30, 2010, the total amount due on these loans was $119,808 which consists of $100,000 of principal and $1 9,808 of interest.
We Have Consistently Operated at a Loss. Nano Dimensions was organized in 1991 and has consistently operated at a loss, and we cannot assure you that we will be able to operate Nano Dimensions profitably. In the event we are unsuccessful at operating our business profitably, we cannot assure you that Nano Dimensions could successfully become involved in any other business venture. We presently have no plans, commitment, or arrangements with respect to any other potential business venture.
We have no Operating Capital, and We Must Raise Additional Capital to Remain in Business. We presently have no operating capital and are dependent upon future fundraising efforts to provide the minimum capital necessary to continue our business. Such fundraising efforts may include the sale of additional shares of Nano Dimensions such as is contemplated in this offering or will involve commercial borrowing. Although we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition is dire and we are currently operating with no or very little working capital, an d several loan obligations. We cannot assure you that such our shares will ever be publicly traded and capital will be available to meet the costs of our operations, or that it will be available on acceptable terms. Even if we raise the maximum amount of fundraising, we will still need to raise additional capital to operate our company. Presently, our current offering is our sole source of potential funding and we have no commitments or arrangements from commercial lenders or other sources.
Investment Risks
Speculative Investment. The shares of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has yet to achieve a profit. If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial obligations and investors could lose their entire investments.
Securities Class Action Claims Based Upon Price Fluctuation. Securities class action claims have been brought against issuing companies in the past after volatility in the market price of a company’s securities. With respect to the Company, such litigation could be very costly and divert the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject the Company to significant liabilities, any or all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.
No Active Market. Although the Company’s shares are traded on the NASD Electronic Bulletin Board, the Company believes that the public trading price may be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s shares and no analysts or NASD market makers actively follow the Company.
No Dividends. The Company does not anticipate paying dividends on its Common Stock in the foreseeable future, and may be restricted from paying dividends in the future pursuant to subsequent financing arrangements.
You Could be Diluted from the Issuance of Additional Common and Preferred Stock. Nano Dimensions is authorized to issue up to 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. To the extent of such authorization, our board of directors will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may consider sufficient. The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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, to allow for timely decisions regarding required disclosure.
As of November 30, 2010, the end of our second quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Our board of directors has only one member. We do not have a formal audit committee.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our interna l control over financial reporting as of November 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2010, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possi ble to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended November 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 16, 2010, Nano Dimensions, Inc. was served a complaint in U.S. Federal Court by SB2 Capital. SB2 Capital invested $150,000 in Nano Dimensions in February, 2010. The lawsuit claims breach of contract against Nano Dimensions and its officers and directors. This lawsuit is in the process of being litigated by the parties. This debt is recorded on the financial statements as other accrued expenses.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On October 19, 2010, the Company changed its name to Nano Dimensions, Inc. and filed a Restated Certificate of Incorporation with the state of Delaware. The Restatement was approved through a majority shareholder consent, and notice to the non-consenting shareholders was sent in accordance with Delaware law.
Furthermore, the majority of the Company shareholders decided to effect a reverse split of the Company’s common shares. Effective at the close of business on November 5, 2010, for every five hundred (500) shares of common stock of the Company held, each shareholder shall received one (1) share of the Company’s common stock. Fractional shares were rounded up to the nearest one (1) share of common stock of the Company.
ITEM 5. | OTHER INFORMATION |
Not applicable.
ITEM 6. | EXHIBITS |
The following documents are filed as exhibits to this Form 10-Q:
INDEX TO EXHIBITS
Exhibit Number | Title of Document | |
3.1 | Restated Certificate of Incorporation of Nano Dimensions, Inc., a Delaware corporation. (1) | |
3.2 | Bylaws of Nano Dimensions, Inc., a Delaware corporation. (2) | |
23.1 | Consent of Bouwhuis, Morrill and Company, LLC. (8) | |
23.2 | Consent of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1). (9) | |
Certification by Chief Executive Officer and Chief Financial Officer, Chene Gardner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification by Chief Executive Officer and Chief Financial Officer, Chene Gardner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Filed as an Exhibit to the Company’s Form 8-K filed with the Commission on October 25, 2010. |
(2) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006. |
(3) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006. |
(4) | Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006. |
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.
NANO DIMENSIONS, INC. | |
Date: January 17, 2010 | BY: /S/ Chene Gardner |
Chene Gardner | |
Chief Executive Officer |