SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
- - ----------------- ----------------------
September 30, 2005 000-28711
HEALTH PARTNERSHIP INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1361341
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(State of incorporation) (I.R.S. Employer
Identification No.)
3111 N. Seminary, Suite 1 N, Chicago, Illinois 60657
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(Address of Principal Executive Offices)
(312) 952-7100
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(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
----- ------
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
15,992,503 common shares as of September 30, 2005
HEALTH PARTNERSHIP INC.
(FORMERLY MIND2MARKET, INC.)
FINANCIAL STATEMENTS
THREE-MONTHS ENDED SEPTEMBER 30, 2005
(UNAUDITED)
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
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9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Health Partnership Inc.
Chicago, IL
We have reviewed the accompanying consolidated balance sheet of Health
Partnership Inc. as of September 30, 2005, and the related consolidated
statement of operations for the three-month and nine-month period ended
September 30, 2005, stockholders' equity and cash flows for the nine-months
ended September30, 2005. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). The review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the
consolidated financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operation. Management's plans in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The financial statements for the year ended December 30, 2004 were audited by
other accountants, whose report dated April 29, 2005, expressed an unqualified
opinion on those statements. They have not performed any auditing procedures
since that date. In our opinion, the information set forth in the accompanying
balance sheet as of September 30, 2005 is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.
Jaspers + Hall, PC
Denver, CO
November 17, 2005
/s/Jaspers + Hall, PC
HEALTH PARTNERSHIP, INC.
(Formerly Mind2Market, Inc.)
Balance Sheets
(Unaudited)
Unaudited
September 30, December 31,
2005 2004
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ASSETS
Current Assets:
Cash $ 53,369 $ 383
---------------- ---------------
Total Current Assets 53,369 383
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Fixed Assets:
Computers & Equipment 141,445 141,445
Less Accumulated Depreciation (141,445) (141,445)
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Total Fixed Assets - -
---------------- ---------------
TOTAL ASSETS $ 53,369 $ 383
================ ===============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT0
Current Liabilities:
Accounts Payable $ - $ 127,935
Accrual Interest Expense 8,696 -
Notes Payable 434,800 95,000
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Total Current Liabilities 443,496 222,935
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Stockholders' Equity (Deficit):
Preferred Stock, $.10 par value, 5,000,000 shares authorized
none issued. - -
Common Stock, $.0001 par value, 50,000,000 shares authorized
15,992,503 issued and outstanding September 30, 2005 and 1,598 78
792,503 issued and outstanding December 31, 2004
Additional Paid-In Capital 2,772,401 2,758,721
Accumulated deficit (3,164,126) (2,981,351)
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Total Stockholders' Equity (Deficit) (390,127) (222,552)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 53,369 $ 383
================ ===============
See Accountants' Review Report
HEALTH PARTNERSHIP, INC.
(Formerly Mind2Market, Inc.)
Statement of Operations
(Unaudited)
Three-Months Ended Nine-Months Ended
September 30, September 30,
2005 2004 2005 2004
---- ---- ---- ----
Revenue:
Sales $ - $ - $ - $ -
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Total Income - - - -
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Costs and Expenses:
Administrative Expenses - 9,722 174,079 10,077
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Total Operating Expenses - 9,722 174,079 10,077
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Other Expense/Income:
Interest Expense (8,696) - (8,696) -
Forgiveness of Debt - 2,657,704 - 2,657,704
-------- ---------- --------- --------------
Total Other Expense/Income (8,696) 2,657,704 (8,696) 2,657,704
-------- ---------- --------- --------------
Net Gain/(Loss) $ (8,696) $2,647,982 $(182,775) $ 2,647,627
======== ========== ========= ==============
Per Share Information:
Weighted average number
of common shares outstanding 805,170 752,503 792,503 752,503
-------- ---------- --------- --------------
Net Loss per common share * $ 3.52 $ (0.23) $ 3.51
======== ========== ========= ==============
* Less than $.01
See Accountants' Review Report
HEALTH PARTNERSHIP, INC.
(Formerly Mind2Market, Inc.)
Statement of Stockholders' Equity (Deficit)
September 30, 2005
(Unaudited)
Deficit
COMMON STOCKS Additional Accum. During Total
Paid-In Development Stockholders'
# of Shares Amount Capital Stage Equity
----------- ------ ------- ----- ------
Balance - January 1, 2001 580,716 $58 $ 982,633 $ (2,062,788) $(1,080,097)
Issuance of stock for cash 10,640 1 132,999 - 133,000
Issuance of stock for services 13,334 1 166,666 - 166,667
Issuance of stock for UINFO 60,000 6 749,994 - 750,000
Fair Value of Options - - 83,008 - 83,008
Issuance of stock for services 32,640 3 417,497 - 417,500
Net Loss for Year - - - (2,951,551) (2,951,551)
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Balance - December 31, 2001 697,330 69 2,532,797 (5,014,339) (2,481,473)
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Issuance of stock for cash 11,000 1 27,499 - 27,500
Issuance of stock for services 32,000 3 79,997 - 80,000
Issuance of stock for services 12,173 1 30,432 - 30,433
Net Loss for Year - - - (424,155) (424,155)
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Balance - December 31, 2002 752,503 74 2,670,725 (5,438,494) (2,767,695)
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Net Loss for Year - - - (143,946) (143,946)
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Balance - December 31, 2003 752,503 74 2,670,725 (5,582,440) (2,911,641)
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Issuance of stock for debt settlement 20,000 2 87,998 - 88,000
Issuance of stock for services 20,000 2 (2) - -
Net Profit for Year - - - 2,601,089 2,601,089
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Balance - December 31, 2004 792,503 78 2,758,721 (2,981,351) (222,552)
---------- ------- ---------- ------------ -----------
Issuance of stock for cash 15,200,000 1,520 13,680 - 15,200
Net Loss for Period - - - (182,775) (182,775)
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Balance - September 30, 2005 15,992,503 $ 1,598 $2,772,401 $ (3,164,126) $ (390,127)
========== ======= ========== ============ ===========
See Accountants' Review Report
HEALTH PARTNERSHIP, INC.
(Formerly Mind2Market, Inc.)
Statements of Cash Flows
(Unaudited)
Indirect Method
Nine-Months Ended
September 30,
2005 2004
---- ----
Cash Flows from Operating Activities:
Net Gain/(Loss) $(182,775) $2,647,627
Stock issued for services - -
Depreciation & Amortization - -
Adjustments to reconcile net loss to cash used
by operating activities
(Decrease) increase in accounts payable & accrued expenses (119,239) (1,093,795)
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Net Cash Used in Operating Activities (302,014) 1,553,832
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Cash Flows from Investing Activities:
Purchase of fixed and other assets - -
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Net Cash Used for Investing Activities - -
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Cash Flows from Financing Activities:
Proceeds from stock issuance 15,200 -
Payments on notes payable (95,000) (1,553,449)
Proceeds from notes payable 434,800 -
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Net Cash Provided by Financing Activities 355,000 (1,553,449)
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Net Increase in Cash & Cash Equivalents 52,986 383
Beginning Cash & Cash Equivalents 383 -
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Ending Cash & Cash Equivalents $ 53,369 $ 383
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
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Cash paid for Income Taxes $ - $ -
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NON-CASH TRANSACTIONS
Common stock issued for services $ - $ -
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See Accountants' Review Report
HEALTH PARTNERSHIP INC.
(FORMERLY MIND2MARKET, INC.)
Notes to Financial Statements
September 30, 2005
(Unaudited)
Note 1 - Presentation of Interim Information:
In the opinion of the management of Health Partnership Inc. the accompanying
unaudited financial statements include all normal adjustments considered
necessary to present fairly the financial position as of September 30, 2005 and
the results of operations for the three and nine-months ended September 30,
2005, stockholders' equity and the related cash flows for the nine-months ended
September 30, 2004. Interim results are not necessarily indicative of results
for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2004.
Note 2 - Going Concern:
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital or locate a merger candidate and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Management is seeking new capital to revitalize the Company.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
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Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of Health
Partnership Inc. ("Health Partnership Inc.," the "Company" or "issuer") found in
these statements is subject to a number of risks and uncertainties that could
cause actual results to differ materially from those reflected in such
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," or "could" or the
negative variations thereof or comparable terminology are intended to identify
forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Health Partnership Inc. actual results to be
materially different from any future results expressed or implied by Health
Partnership Inc. in those statements. Important facts that could prevent Health
Partnership Inc. from achieving any stated goals include, but are not limited
to, the following:
Some of these risks might include, but are not limited to, the
following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital commence business, inability to
raise additional capital or financing to implement
business plans;
(e) failure to achieve business;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by
outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will ever be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and personnel, the Company's products and services may become obsolete,
government regulation may hinder the Company's business, additional dilution in
outstanding stock ownership may be incurred due to the issuance of more shares,
warrants and stock options, or the exercise of warrants and stock options, and
other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2004 and any Current Reports on Form 8-K filed by the
Company.
The Company has only minimal operations during the quarter and nine month period
in 2005 due to lack of capital.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2005 COMPARED TO
QUARTER ENDED SEPTEMBER 30, 2004
The Company had no revenues for the period in 2005 and no revenues in the
period in 2004. The Company incurred no expenses for the quarter in 2005
compared to $9,722 in expenses for the same period in 2004. The Company accrued
interest of $8,696 in the period in 2005 on loans. The Company has incurred a
net loss of $8,696 for the period in 2005 and a net gain (extraordinary - due to
forgiveness of debt) of $2,647,627 for the period in 2004. The operating gain
(loss) per share for the quarter was a nominal loss in 2005 and a $3.52 share
gain in 2004.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO
SAME PERIOD IN 2004
The Company had no revenues for the period ended September 30, 2005 and
none in the same period in 2004. The Company incurred $174,079 in expenses in
the period in 2005 compared to $10,077 in expenses in the period in 2004. The
Company accrued interest of $8,696 in the period in 2005 on loans. The loss on
operations was ($182,775) in the period in 2005 and there was an extraordinary
gain of $2,647,622, due to debt forgiveness, in the period in 2004. The
operating loss per share was ($.23) in the period in 2005 and in 2004 the net
gain per share (as adjusted for 1 for 50 reverse split in 2005) was $3.51.
The Company expects the trend of losses to continue into the forseeable
future and at the same or greater rate, as the Company seeks to achieve a
business.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $53,369 cash capital at the end of the period and current
liabilities exceeded current assets by $390,127. The company will be forced to
either borrow or make private placements of stock in order to fund operations.
No assurance exists as to the ability to achieve loans or make private
placements of stock.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs. In the event the
Company is able to negotiate to commence or acquire a business during this
period, lack of its existing capital may be a sufficient impediment to prevent
it from accomplishing the goal of completing any business.
The Company will need to raise substantial additional funds to conduct any
business activities in the next twelve months.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.
The Company's auditor has issued a "going concern" qualification as part of
its opinion in the Audit Report. There is substantial doubt about the ability of
the Company to continue as a "going concern." The Company has no revenues,
minimal cash, nominal other assets, and no capital commitments. The effects of
such conditions could easily be to cause the Company's bankruptcy.
Management hopes to develop a business plan and will need to seek and
obtain funding, via loans or private placements of stock, for operations and to
provide working capital. Management has plans to seek capital in the form of
loans or stock private placements in the next quarter.
ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
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 in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, September 30, 2005, the Company had carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required. Sarbanes Oxley had not become effective at such date.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have materially affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to material
deficiencies and material weakness.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- - - - --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
- - - - ------------------------------
None.
Item 3. Defaults Upon Senior Securities.
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- - - - ------------------------------------------------------------
None.
Item 5. Other Information.
- - - - --------------------------
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
- - - - -----------------------------------------
(a) Exhibits
32 Sarbanes-Oxley Certification
33 Sarbanes-Oxley Certification
(b) Reports on Form 8-K
8-K filed August 5, 2005
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.
Date: November 21, 2005
HEALTH PARTNERSHIP INC.
/s/ Douglas Stukel
-----------------------------
Douglas Stukel, President, CEO