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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A (4)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2007
Commission File No. 333-107826
PATIENT PORTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0656132
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(State or other jurisdiction of incorporation (IRS Employer ID No.)
or organization)
8276 Willett Parkway, Baldwinsville, NY 13027
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (315) 638-6708
Securities registered pursuant to Section 12 (b) of the Act:
NONE
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.001 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act 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:
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form, 10-KSB or any
amendment to this Form 10-KSB. X
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Indicate by check mark whether the Registrant is a shell company [as defined in
Rule 12b-2 of the Exchange Act].
Yes: No: X
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State issuer's revenues for its most recent fiscal year: $4,705,035
The number of shares of Common Stock outstanding as of April 4, 2008 was
36,620,707. As of such date, the aggregate market value of the voting stock of
the registrant held by non-affiliates was approximately $20,216,000 based on the
average of the best closing bid and ask prices ($1.52) for such common stock as
reported on the OTC Bulletin Board on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement for its annual meeting of
shareholders to be held on June 11, 2008 which the Company intends to file
within 120 days after the end of the Company's fiscal year ended December 31,
2007 are incorporated by reference into Part III hereof.
Indicate by check mark whether Transitional Small Business Disclosure Format:
Yes No X
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SUPPLEMENTAL INFORMATION
See "Supplemental Information and Exhibits" with respect to additional documents
furnished or to be furnished to the Securities and Exchange Commission but not
deemed to be "filed" with the Securities and Exchange Commission or otherwise
subject to liabilities of Section 18 of the Securities Act.
Affiliates for the purposes of this item refer to the officers, directors and/or
any persons or firms owning 5% or more of the Company's common stock, both of
record and beneficially.
Patient Portal Technologies, Inc.
FORM 10-KSB
Fiscal Year Ended December 31, 2007
TABLE OF CONTENTS
PART I
Item 1 BUSINESS 1
Item 1A RISK FACTORS 8
Item 2 PROPERTIES 14
Item 3 LEGAL PROCEEDINGS 15
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
PART II
Item 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS 16
Item 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS AND PLAN OF OPERATIONS 18
Item 7 FINANCIAL STATEMENT AND SUPPLEMENTARY DATA F1-F16
Item 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 23
PART III
Item 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 24
Item 10 EXECUTIVE COMPENSATION 24
Item 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 24
Item 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
PART IV
Item 13 EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K 24
Item 14 PRINCIPAL ACCOUNTING FEES AND SERVICES 24
Signatures 25
PART I
ITEM 1 BUSINESS
CORPORATE INFORMATION
The Company is a Delaware corporation which was originally organized on
November 22, 2002 as Suncoast Naturals, Inc. and commenced business operations
in January, 2003. Pursuant to a Registration Statement filed in accordance with
the Securities Act of 1933, as amended, and declared effective by the Securities
and Exchange Commission on July 3, 2004, the Company in October, 2004
distributed 499,282 Shares of its Common Stock to shareholders of record of The
Quigley Corporation.
On December 8, 2006, Patient Portal Connect, Inc. of Palm Beach
Gardens, Florida, a Delaware corporation organized in May 2006, acquired
approximately 80% of the capital stock of Patient Portal Technologies, Inc. in a
tax free exchange that resulted in the shareholders of Patient Portal Connect,
Inc. owning 17,500,000 shares of Common Stock of Patient Portal Technologies,
Inc., as part of a "reverse" transaction. As a result of this transaction,
Patient Portal Connect, Inc. (hereinafter referred to as "PPC") became a
wholly-owned operating subsidiary of the Company.
Through this acquisition of PPC, we became a leading provider of
innovative technology solutions for healthcare institutions. The company's
products and services are delivered over the Company's a state-of-the-art
proprietary technology platform. This platform is sued by the Company as the
delivery system for its services. The company uses their technology to create a
communication portal that allows many third parties to communicate and exchange
information in a cost effective way. This solution allows the company to offer
many services that optimize patient satisfaction and outcomes, reduces
administrative costs, and maximizes reimbursement for their customers.
To provide funds for acquisition purposes, on November 1, 2007, we
entered into a $7,000,000 convertible debenture agreement with Dutchess Private
Equities Fund, LTD ("Dutchess"). If Dutchess elects to convert its debentures
(the "Debentures") into shares of common stock, par value $0.001 (the "Common
Stock") of the Company, the conversion price for their shares of Common Stock is
the lower of 85% of the lowest closing bid during the previous twenty day period
prior to the conversion or $.46. Part of the financing transaction included
issuing warrants to purchase up to 22,826,086 shares of the company's common
stock at a price of $.46 per share. The warrant agreement expires on November 1,
2012. Dutchess' overall ownership in the Company is limited to 4.99% of the then
outstanding shares of Common Stock, in accordance with the financing documents.
As a result, the number of shares issuable to Dutchess, upon conversion of the
Debenture and exercising of its warrants, could potentially be materially
adverse to current and potential investors. Although there is a restriction on
ownership of 4.99%, Dutchess is free to sell any shares issued to them into the
market, thereby enabling Dutchess to systematically convert the remaining
Debentures or exercise additional Warrants into shares of Common Stock.
1
On November 2, 2007, we acquired 100% of the capital stock of TB&A
Hospital Television, Inc. (hereinafter "TB&A") for a cash purchase price of
approximately $3,000,000 and credit for some of the existing accounts
receivable, estimated at $300,000.. The consideration issued in the stock
purchase was determined as a result of arm's-length negotiations between the
parties.
Following this acquisition, we are carrying on the business operations
of TB&A as a wholly-owned subsidiary. Prior to the stock purchase, there were no
material relationships between us and TB&A or any of our respective affiliates,
directors or officers, or any associates of the respective officers or
directors.
The Company's offices are located at 8276 Willett Parkway, Suite 200,
Baldwinsville, New York 13027. The telephone number is (888) 774-3579. The
Company's website is www.patientportal.com.
OUR PLAN OF OPERATIONS
Our Company, through its operating subsidiaries, Patient Portal
Connect, Inc. (PPC) and TB&A Hospital Television, Inc., is well positioned to be
the premier provider of information and communication based solutions in the
healthcare industry. Having developed the industry's newest, leading-edge
communication/information platform for the healthcare industry, PPC is poised to
capture a significant segment of the multi-billion dollar healthcare market. Its
proprietary systems were developed in close coordination with hospital industry
partners to provide multi-layer functionality across a wide spectrum of critical
patient-centric workflows that result in immediate improvements in cost savings,
patient outcomes, and revenue growth for hospitals. Our systems and solutions
are designed to integrate with existing hospital systems and processes to
improve outcomes in today's healthcare environment.
The company's technology allows it to leverage the hospitals existing
television and cable infrastructure to create a communication portal for
patients and third parties.
Nationwide, the demand for more customized healthcare has resulted in a
greater need for improved productivity, efficiency, and customer service in
hospitals and other healthcare institutions. We have has pioneered the
development of integrated software applications that combine technology and
industry expertise with unique customization designed to better manage the
hospital/patient relationship and improve hospital operational processes.
Further, our solutions enable hospitals to achieve compliance with strict
government mandates that affect reimbursements by requiring measured
improvements in productivity, efficiency, and patient satisfaction. Our proven
technologies provide tremendous economic benefit for healthcare providers.
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We intend to rapidly gain market share by leveraging strategic
relationships and by acquiring companies with existing hospital contracts. Our
acquisition strategy will enable us to achieve greater profitability, grow
rapidly, and quickly gain first-mover advantage. Our proprietary technology
platform allows us to create additional revenue streams with minimal cost by
accessing enhanced service modules as market demand changes. This scalable
architecture creates even greater profitability by enabling multiple services to
be delivered over our service delivery platform.
We believe that our Company is positioned to quickly react to the
requirements of an ever-changing healthcare industry. Unlike the costly,
capital-intensive and stand-alone products offered by our industry competitors,
our sophisticated technology platform offers flexible solutions and
functionalities that are universal enough to have broad appeal while still
allowing for a level of customization that is necessary to integrate with a
hospital's existing legacy system, and at an affordable cost. Our flexible
platform also enables the healthcare providers to fulfill the government's
newest mandates for a full "continuum of care" from the hospital to the home.
This unique ability enables us to present a tailored solution to our customers
at a cost-effective price and will significantly enhances our ability to capture
significant market share nationwide.
Our products and services enable hospitals to improve patient flow,
enhance patient satisfaction, and create long-term relationships with patients
as they move from hospital to home. In so doing, hospitals gain productivity and
efficiency enhancements, reduce the burden on staff and increase cash flow by
optimizing reimbursements from third-party sources including Medicare and
private insurers.
The company has adopted a multi year subscription revenue model that is
based on patient interactions. They have long term contracts with third parties
that pay the company on a per patient basis based upon a variety of factors.
This approach provides the company with an ability to increase revenue as
patient flow and services increase.
PATIENT PORTAL PRODUCTS AND SERVICES
Many hospitals are plagued with decentralized workflows and vertical
silos of information that create redundant, costly processes and a disjointed
patient experience. Competition and consumers are demanding change. There is
increasing need to improve communication with the patient before, during and
after their hospital stay. To accomplish this, hospitals need better systems and
information services to assist them in meeting their goals.
3
Our strategy is establishing hospital relationships that utilize our
proprietary technology platform. This platform utilizes the existing television
and cable infrastructure to caret a communication portal that can be delivered
to the patient bedside. This portal can be utilized by any number of third
parties including the hospitals, drug and heath companies, patient education
services and family members creating numerous revenue possibilities.
Our core system was created as an outcome of working with our hospital
partners in a live laboratory to create a solution that is cost-effective,
scalable, and allow for seamless and transparent integration into the hospital's
legacy systems and culture.
The following is a brief description of some of the principal products
and services which we deliver to our customers utilizing the information and
power of the communication portal platform:
HealthCast (TM) Patient Network System: In March 2007 we acquired a 9%
interest in Omnicast, Inc in exchange for 2,200,000 shares of the company's
common stock. Omnicast, Inc. is a leading-edge technology and media provider
that offers a variety of customized education and entertainment solutions for
the healthcare industry.
As a part of this acquisition agreement the company received an
exclusive technology license for the newly developed communication portal,
HealthCast Patient Network System. We believe that HealthCast will fundamentally
change the way patient communications at the bedside are managed leading to
significant revenue opportunities. HealthCast is the first suite of customized
hospital television channels that invites viewers to interact with channel
programming and delivers condition-specific content directly to a patient's TV,
IP phone, or home computer. HealthCast features an exclusive digital signage
platform that promotes an unparalleled level of communication by simultaneously
showing video, an information scroll, and additional customized messaging to a
single patient, certain patient groups, or to specific areas of the hospital.
HealthCast is the only patient network that puts the hospital in control of
multiple information streams for an unprecedented level of communication and
education for patients and families. In addition, HealthCast's proprietary
platform captures viewing metrics so hospitals can document educational content
delivery for pay-for-performance reimbursement, and commercial sponsors can
respond to patient viewing habits.
HealthCast's Foundation Channel, Education Services Channel, and MyMail
station present personalized content to specific patients. In turn, patients
have opportunities to interact with the multimedia platform to respond to
channel content, such as with live auctions on the Foundation Channel, text
messaging or E-Greetings on MyMail, or by answering questions to win prizes
after watching condition-specific educational programming.
4
MedEx: The Company provides a turn key medication management solution
to hospitals that improves the hand-off of prescription drugs when patients are
discharged. The company controls the process on behalf of the hospital or
ambulatory care center, by deploying its technology to manage the information
flow between the parties in addition to being the primary interface between the
healthcare provider, patient and prescription drug fulfillment company. The
service involves providing the patient with free home delivery of prescription
drugs within a short window of time after discharge. This service is provided in
conjunction with national or regional drug fulfillment companies. This service
also provides an opportunity to extend and manage the patient relationship into
the home environment. The service is provided on a per patient basis for both
inpatients as well as outpatients.
Instant Response Line: An interactive, live response solution that
enables patients to log a non-medical need, which is electronically transferred
to an appropriate hospital department for resolution in a timely fashion.
Putting the hospital in proactive mode, improves interdepartmental
communication, and adds an unparalleled level of customer service for the
patient. A key element to the success of this system is time-stamped reporting
that allows administrators to see how quickly and efficiently their staff
responds. Administrators can request immediate notification regarding certain
calls for direct intervention and response. Instant Response Line provides a
single point of contact for all patient problems and leads to greater patient
satisfaction.
Quick Pulse Surveys: Quick inpatient surveys allow hospital
administrators to keep their "finger on the pulse" of what patients are thinking
while in house--a vastly different concept from industry standard post-discharge
surveys hospitals typically employ. This customized service focuses on finite
issues, allowing the hospital to direct specific, timely solutions. A key
differentiator between our service and competing survey services is our ability
to collect patient response data in real time while the patient is still
involved in the experience. The data is also made available in real-time with
follow-up analysis available so hospitals can benchmark and measure
improvements, putting the hospital in compliance with pay-for-performance
government initiatives.
VIRTUAL NURSE(TM) MARKETING AGREEMENT
In April, 2007, we acquired a 9% minority interest in Virtual Nurse,
Inc. of Palm Beach Gardens, FL, in exchange for 750,000 shares of the company's
common stock and entered into a joint Marketing Agreement to introduce Patient
Portal and Virtual Nurse(TM) services to healthcare institutions throughout the
United States.
Virtual Nurse's mission is to provide healthcare organizations with
efficient, cost-effective nursing solutions. It offers the highest quality of
care through experienced, skilled, productive, and motivated nurses who benefit
from the convenience of working at home on a flexible time schedule. As a
result, it is able to give healthcare facilities assurance that every patient
receives condition-specific education before entering their facilities and
ensure that every assessment has been carefully documented and delivered on
time.
5
Virtual Nurse's "PASS" (Pre-Admission Screening Services) program
fulfills a critical need in the healthcare industry as expenditures continue to
increase and nursing shortages become greater Virtual Nurse offers the expertise
of registered nurses without the challenges or costs of adding on-site staff.
Virtual Nurse's RNs perform the administrative medical screening tasks usually
conducted by registered nurses in a healthcare facility, with one important
distinction: their RNs are dedicated to this service seven days a week,
including extended hours, while hospital nurses attempt to contact patients
during abbreviated calling hours.
Virtual Nurse enables healthcare providers to reallocate all available
RNs to medical areas where they are needed most, free from the time-consuming
administrative responsibilities of calling patients and coordinating paperwork.
Further, the perception to patients is that the healthcare facility is the
service provider. Therefore, the healthcare facilities gain improved patient
care and satisfaction, superior customer service, and enhanced brand image.
COMPETITION
Our Company's markets are extremely competitive and are subject to
rapid technological change. We believe that our Company is unique in the
healthcare industry because we are positioned to provide services and products
across the entire patient-service spectrum. Our competitors typically focus
products on specific market niches that address a finite need within the
industry. We approach the market with more innovation and versatility. Our
services coordinate multiple processes toward improved productivity and
communication between various stakeholders.
The competition that we face in this healthcare services marketplace
can be broken down into two different company types:
Small Niche Competitors: The competition in this category is comprised of
smaller companies offering few very specific products. They focus on one or two
areas, such as providing patient education information or administrative
services. Some of the competitors in this area include Get Well Network, Allen
Technologies, Skylight Systems, Beryl, and TeleTracking. Most companies in this
category have a very small hospital base (ten or fewer). Patient Portal Connect
has a unique advantage vis-a-vis the small-niche competitors because we offer
revenue-generating opportunities across a full continuum of care instead of a
stand-alone application, 24/7 integration with our Patient Contact Center,
access to an extensive customer base, and a long history serving hospitals and
patients.
Large Technology-based Providers: The large technology-based providers typically
offer very expensive and complex systems that deliver a variety of
administrative services at high cost. Companies such as Siemens and Hill-Rom are
in this category. Although the product set is enticing, to date they have sold
few services due to the cost, complexity of integration, and the amount of
system wide change required to sustain the services. Our technology allows us to
integrate new products easily without requiring a cultural shift or debt load.
Patient Portal Connect focuses on rapidly deploying less expensive,
user-friendly services compared to the competition.
6
RESEARCH AND DEVELOPMENT
The Company employs a multiple product and services sourcing strategy
that includes internal software and hardware development and licensing from
third parties. In the future, Company strategy may also include acquisitions of
technologies, product lines or companies.
As part of our business strategy to reduce direct costs and improve
margins, elements of some of the Company's products and services are licensed
from third parties. Our main outsourcing activities are related to both
developing new modules for our software, and marketing and supporting our
product. While our business depends somewhat on our ability to outsource, we are
not dependent on any one contractor or vendor.
In the future, the Company may affect select strategic acquisitions to
secure certain technology, people and products which complement or augment
overall product and services strategy. Both time-to-market and potential market
share growth, among other factors, are considered when evaluating acquisitions
of technologies, product lines or companies. Management may acquire and/or
dispose of other technologies and products in the future.
As a technology and services Company, we realize that we must maintain
our investment in research and development to design both new, experimental
products and marketing campaigns. Management anticipates incurring additional
research and development expenditures as its business grows and adequate cash
flow becomes available to fund such costs.
EMPLOYEES
As of March 31, 2008, the Company and its affiliates had approximately
50 full time employees. There is also a comprehensive National Master Dealer
Agreement with VOX Technologies, Inc., through which we utilize over one hundred
independent dealer representatives throughout the United States to market the
Company's products and services to healthcare institutions on a commission-only
basis. In addition, we have a long-term contract to out-source our 24/7 Operator
Call Center and Data Management Services with Worldnet Communications, Inc. of
Syracuse, NY.
REGULATORY ISSUES
We are not subject to any special governmental regulation concerning
our supplying of products and services to the market place and we believe we are
in compliance in all material respects with all existing regulations governing
other aspects of our businesses.
7
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk.
Prospective investors should consider carefully the following factors and other
information in this report before deciding to invest in shares of our common
stock. If any of the following risks actually occur, our business, financial
condition, results of operations and prospects for growth would likely suffer.
As a result, the trading price of our common stock could decline and you could
lose all or part of your investment.
Risks Related to Our Company
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We Have A Limited History of Operations.
The Company's present business operations are conducted through its
newly-acquired subsidiaries, Patient Portal Connect, Inc. and TB&A Hospital
Television, Inc. Therefore, the Company has had limited revenue from operations
or other financial results upon which investors may base an assessment of its
potential. The prior business operations of the newly-acquired subsidiaries are
not reflect in our past results from operations.
We May Need Additional Funding.
Management believes that the net proceeds of the Dutchess financing
transaction, together with net cash flow from its newly-acquired subsidiary and
other ongoing business operations will be sufficient to satisfy the Company's
cash requirements through its calendar year ending December 31, 2008. However,
there can be no assurance that additional funds will not be required for
additional working capital purposes during such period or thereafter or that, if
required, such funds will then be available on terms satisfactory to the
Company, if at all.
We Have Given Dutchess A Security Interest In Certain Property
As part of the Dutchess financing transaction, we have granted Dutchess
a first priority security interest in certain property of the Company to secure
the prompt payment, performance and discharge in full of all of Company's
obligations under the Debentures and exercise and discharge in full of Company's
obligations under the Warrants . This "first lien" on certain of our assets may
limit our ability to obtain additional asset-based financing or other types of
secured or unsecured debt.
Our business operations could be significantly disrupted if we lose members of,
or fail to integrate, our management team.
Our future performance is substantially dependent on the continued
services of our management team and our ability to retain and motivate them. The
loss of the services of any of our officers or senior managers could harm our
business, as we may not be able to find suitable replacements. We do not have
employment agreements with any of our key personnel, and we do not maintain any
"key person" life insurance policies.
8
We may not be able to hire and retain a sufficient number of qualified employees
and, as a result, we may not be able to grow as we expect or maintain the
quality of our services.
Our future success will depend on our ability to attract, train, retain
and motivate other highly skilled technical, managerial, marketing and customer
support personnel. Competition for these personnel is intense, especially for
software developers, Web designers and sales personnel, and we may be unable to
successfully attract sufficiently qualified personnel. We will need to maintain
the size of our staff to support our anticipated growth, without compromising
the quality of our product offerings or customer service. Our inability to
locate, hire, integrate and retain qualified personnel in sufficient numbers may
reduce the quality of our services.
Risks Related to Our Products and Services
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New Products and Technological Change.
The markets for our products and services are characterized by rapidly
changing technology and new product introductions. Accordingly, the Company
believes that its future success will depend on its ability to enhance its
existing products and to develop and introduce in a timely fashion new products
that achieve market acceptance. Management believes that the Company will be
able to continue to compete and adapt to potential new industrial and commercial
applications for its products with continuous technological enhancements.
although there can be no assurance that the Company will in fact be able to
identify, develop, manufacture, market or support such products successfully or
that the Company will in fact be able to respond effectively to technological
changes or product announcements by competitors.
We Face Significant Competition.
The Company faces significant competition from a variety of healthcare
industry service providers, and may in the future face competition from a
variety of potential providers, many of which have or will have considerably
larger and greater financial and human resources and marketing capabilities. We
believe that we will be able to compete favorably in this competitive
marketplace because of our flexibility in responding to changing and emerging
markets, its innovative and competitive services and products, our quick
response to customer requirements, and our ability to identify, develop, produce
and market original products and derivative product concepts.
9
We must continue to upgrade our technology infrastructure, both hardware and
software, to effectively meet demand for our services.
We must continue to add hardware and enhance software to accommodate
the increased services which we provide and increased use of our platform. In
order to make timely decisions about hardware and software enhancements, we must
be able to accurately forecast the growth in demand for our services. This
growth in demand for our services is difficult to forecast and the potential
audience for our services is large. If we are unable to increase the data
storage and processing capacity of our systems at least as fast as the growth in
demand, our systems may become unstable and our customers may encounter delays
or disruptions in their service. Unscheduled downtime could harm our business
and also could discourage current and potential customers and reduce future
revenues.
Our network infrastructure and computer systems and software may fail.
An unexpected event like a telecommunications failure, fire, flood,
earthquake, or other catastrophic loss at our service providers' facilities or
at our on-site data facility could cause the loss of critical data and prevent
us from offering our products and services. We do not at the present time carry
business interruption insurance.
In addition, we rely on third parties to securely store our archived
data, house our servers and network systems and connect us to the Internet.
While our service providers have planned for certain contingencies, the failure
by any of these third parties to provide these services satisfactorily and our
inability to find suitable replacements would impair our ability to access
archives and operate our systems and software.
We may lose users and lose revenues if our security measures fail.
If the security measures that we use to protect personal information
are ineffective, we may lose users of our services, which could reduce our
revenues. We rely on security and authentication technology which we have
developed. With this technology, we perform real-time credit card authorization
and verification. We cannot predict whether these security measures could be
circumvented by new technological developments. In addition, our software,
databases and servers may be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions. We may need to spend significant
resources to protect against security breaches or to alleviate problems caused
by any breaches. We cannot assure that we can prevent all security breaches.
Risks Related to Our Stock Being Publicly Traded
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Our stock price may be volatile.
Our Common Stock has been trading in the public market since 2004.
However, throughout our history trading volume has been extremely light, as
approximately 88% of our outstanding shares are unregistered and cannot yet be
traded. We cannot predict the extent to which a trading market will develop for
our Common Stock or how liquid that market might become. The trading price of
our Common Stock has been and is expected to continue to be highly volatile as
well as subject to wide fluctuations in price in response to various factors,
some of which are beyond our control. These factors include:
10
o Quarterly variations in our results of operations or those of our
competitors.
o Announcements by us or our competitors of acquisitions, new
products, significant contracts, commercial relationships or
capital commitments.
o Disruption to our operations.
o The emergence of new sales channels in which we are unable to
compete effectively.
o Our ability to develop and market new and enhanced products on a
timely basis.
o Commencement of, or our involvement in, litigation.
o Any major change in our board of directors or management.
o Changes in governmental regulations or in the status of our
regulatory approvals.
o Changes in earnings estimates or recommendations by securities
analysts.
o General economic conditions and slow or negative growth of related
markets.
In addition, the stock market in general, and the market for technology
companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of those companies. These broad market and industry factors may seriously harm
the market price of our Common Stock, regardless of our actual operating
performance. In addition, in the past, following periods of volatility in the
overall market and the market price of a company's securities, securities class
action litigation has often been instituted against these companies. Such
litigation, if instituted against us, could result in substantial costs and a
diversion of our management's attention and resources.
We do not intend to pay dividends on our Common Stock.
We have never declared or paid any cash dividend on our Common Stock.
We currently intend to retain any future earnings and do not expect to pay any
dividends in the foreseeable future.
11
Provisions in our charter documents and under Delaware law could discourage a
takeover that stockholders may consider favorable.
Provisions in our Certificate of Incorporation and By-laws may have the
effect of delaying or preventing a change of control or changes in our
management. These provisions include the following:
o Our board of directors has the right to elect directors to fill a
vacancy created by the expansion of the board of directors or the
resignation, death or removal of a director, which may prevent
stockholders from being able to fill vacancies on our board of
directors.
o Our stockholders may act by written consent, provided that such
consent is signed by all the shareholders entitled to vote with
respect to the subject matter thereof. As a result, a holder, or
holders, controlling a majority of our capital stock would not be
able to take certain actions without holding a stockholders'
meeting.
o Our Certificate of Incorporation prohibits cumulative voting in
the election of directors. This limits the ability of minority
stockholders to elect director candidates.
As a Delaware corporation, we are also subject to certain Delaware
anti-takeover provisions. Under Delaware law, a corporation may not engage in a
business combination with any holder of 15% or more of its capital stock unless
the holder has held the stock for three years or, among other things, the board
of directors has approved the transaction. Our board of directors could rely on
Delaware law to prevent or delay an acquisition of us.
You may experience substantial dilution as a result of the Dutchess financing
transaction, as well as if we raise funds through the issuance of additional
equity and/or convertible securities.
Investors may experience substantial dilution if Dutchess converts its
Debentures into Common Stock of the Company and exercises its Common Stock
Purchase Warrants. Since the conversion price of the Debentures fluctuates at a
substantial percentage discount (15%) to fluctuating market prices, the number
of shares issuable to Dutchess, upon conversion of the Debentures, is
potentially limitless. In other words, the lower the average trading price of
the Company's shares at the time of conversion, the greater the number of shares
that can be issued to Dutchess. This perceived risk of dilution may cause our
shareholders to sell their shares, thus contributing to a downward movement in
the Company's stock price. Dutchess' overall ownership at any one moment is
limited to 4.9% of the outstanding shares of Common Stock in accordance with the
financing documents. However, Dutchess is free to sell any shares into the
market, which have been issued to them, thereby enabling Dutchess to convert the
remaining Debentures or exercise additional warrants into shares of Common
Stock.
12
Our Common Stock has a small public float and future sales of our Common Stock,
or sales of shares currently being registered on behalf of Dutchess may
negatively affect the market price of our Common Stock.
As of April 4, 2008, the most recent trading day in our Common Stock,
there were 36,040,707 shares of our Common Stock outstanding, at a closing
market price (average of best bid and ask prices) of $1.52 for a total market
valuation of approximately $54,903,474. Our Common Stock has a public float of
approximately 12,800,000 shares, which shares are in the hands of public
investors, and which, as the term "public float" is defined by NASDAQ, excludes
shares that are held directly or indirectly by any of our officers or directors
or any other person who is the beneficial owner of more than 10% of our total
shares outstanding. These 12,800,000 shares are held by approximately 3,400
shareholders. We cannot predict the effect, if any, that future sales of shares
of our Common Stock into the market will have on the market price of our Common
Stock. However, sales of substantial amounts of Common Stock, including future
shares issued upon the exercise of 27,571,086 Common Stock Purchase Warrants,
future shares issued upon the exercise of stock options (of which none are
outstanding as of April 4, 2008 and 1,000,000 have been reserved for potential
future issuance), or the perception that such transactions could occur, may
materially and adversely affect prevailing market prices for our Common Stock.
We could terminate our Securities and Exchange Commission Registration, which
could cause our Common Stock to be de-listed from the Over the Counter Bulletin
Board ("OTCBB").
As a public company with more than 300 shareholders, we are required to
file our periodic reports with the SEC and register our shares of Common Stock
under the Securities Exchange Act of 1934 (the "Exchange Act"). In the event
that our Company would have less than 300 shareholders of record, our reporting
requirements would be on a voluntary basis. In the event that in the future we
would have fewer than 300 stockholders of record, we would be eligible to
de-register our Common Stock under the Exchange Act. Although the Company does
not currently plan to de-register its Common Stock, there can be no assurance
that we would not de-register the Common Stock at some point in the future. If
the Company were to take such action, it could inhibit the ability of the
Company's common stock holders to trade the shares in the open market, thereby
severely limiting the liquidity of such shares. Furthermore, if we were to
de-register, we would no longer be required to file annual and quarterly reports
with the SEC and would no longer be subject to various substantive requirements
of SEC regulations. De-registration would reduce the amount of information
available to investors about our Company and may cause our Common Stock to be
de-listed from the OTCBB. In addition, investors would not have the protections
of certain SEC regulations to which we would no longer be subject. The Company
has no intention of terminating the registration of the Common Stock, and in
fact is constrained from doing so under the terms of its agreements with
Dutchess.
13
Because the market for and liquidity of our shares is volatile and limited, and
because we are subject to the "Penny Stock" rules, the level of trading activity
in our Common Stock may be reduced.
Our Common Stock is quoted on the OTC Bulletin Board under the trading
symbol PPRG. The OTCBB is generally considered to be a less efficient market
than the established exchanges or the NASDAQ markets. While our Common Stock
continues to be quoted on the OTCBB, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the price of our Common
Stock, compared to if our securities were traded on NASDAQ or a national
exchange. In addition, our Common Stock is subject to certain rules and
regulations relating to "penny stocks" (generally defined as any equity security
that is not quoted on the NASDAQ Stock Market and that has a price less than
$5.00 per share, subject to certain exemptions). Broker-dealers who sell penny
stocks are subject to certain "sales practice requirements" for sales in certain
nonexempt transactions (i.e., sales to persons other than established customers
and institutional "accredited investors"), including requiring delivery of a
risk disclosure document relating to the penny stock market and monthly
statements disclosing recent bid and offer quotations for the penny stock held
in the account, and certain other restrictions. If the broker-dealer is the sole
market maker, the broker-dealer must disclose this, as well as the
broker-dealer's presumed control over the market. For as long as our securities
are subject to the rules on penny stocks, the liquidity of our Common Stock
could be significantly limited. This lack of liquidity may also make it more
difficult for us to raise capital in the future.
ITEM 2. PROPERTIES
As of December 31, 2007, the principal property assets of the Company
consisted of hospital telecommunications services contracts, furniture, fixtures
and computer and network equipment owned by our wholly-owned subsidiaries
Patient Portal Connect, Inc. and TB&A Hospital Television, Inc.
During the year ended December 31, 2007, the Company had no equipment
leases in effect. The Company paid a portion of real estate leases on four
properties representing primary office space and company apartments in Palm
Beach Gardens, FL and Baldwinsville, NY. The future minimum non-cancelable lease
payments under leases are $93,427.29, $89,640.00, and $87,840.00 for the three
years ended December 31, 2007, 2008, and 2009 respectively. The minimum lease
payments for years 2010 through 2015 are $82,240.00 per year. The minimum lease
payments for 2016 are $21,060.
14
ITEM 3. LEGAL PROCEEDINGS
The Company is at present not involved in any legal proceedings which
management believes will have a material effect upon the financial condition of
the Company, nor are any such material legal proceedings anticipated. The
Company is presently negotiating with a judgment creditor to repay on negotiated
terms a Promissory Note in the amount of $300,000 plus accrued interest and
costs. In the event that the judgment is not satisfied, or successfully
renegotiated, the creditor will have the right to execute upon its judgment.
Based upon the original terms of its Promissory Note, the creditor also
retains the right to convert the principal amount of said judgment into shares
of Common Stock at a conversion price of $1.00 per Share.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of securities holders during the
three months ended December 31, 2007 (the fourth quarter of the fiscal period
covered by this report).
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
(a) The Company's Common Stock was initially listed on the OTC Bulletin
Board Market (Current OTCBB Symbol: "PPRG") from July 27, 2005 to January, 2006,
and resumed trading on the Bulletin Board from July, 2007 through December,
2007. The prices shown for the four quarters of 2006 were as reported by the OTC
Pink Sheets.
HIGH LOW HIGH LOW
BID PRICES ASK PRICES
------------------------ -------------------------
Fiscal Year 2006:
- -----------------
Quarter Ended 3/31/06 $ .14 $ .08 $ .17 $ .10
Quarter Ended 6/30/06 $ 1.45 $ .35 $ 1.60 $ .38
Quarter Ended 9/30/06 $ .80 $ .22 $ .90 $ .20
Quarter Ended 12/31/06 $ 1.50 $ .15 $ 1.75 $ .18
Fiscal Year 2007
- ----------------
Quarter Ended 3/31/07 $ .14 $ .08 $ .17 $ .10
Quarter Ended 6/30/07 $ 1.45 $ .35 $ 1.60 $ .38
Quarter Ended 9/30/07 $ .80 $ .22 $ .90 $ .20
Quarter Ended 12/31/07 $ 1.50 $ .15 $ 1.75 $ .18
Sales prices do not include commissions or other adjustments to the
selling price. All prices are adjusted for the on-for-ten reverse split of
Common Stock which was effective 9/01/06.
(b) HOLDERS - As of March 31, 2008, there were 365 shareholders of
record of the Company's Common Stock.
Based upon information from nominee holders, the Company believes that
the number of beneficial holders of its Common Stock exceeds 3,400.
(c) DIVIDENDS - The Company has not paid or declared any dividends upon
its common stock and it intends for the foreseeable future to retain any
earnings to support the growth of its business. Any payment of cash dividends in
the future, as determined at the discretion of the Board of Directors, will be
dependent upon the Company's earnings and financial condition, capital
requirements, and other factors deemed relevant.
(d) WARRANTS AND OPTIONS- As of March 31, 2008, in addition to the
Company's aforesaid outstanding Common Stock, there are issued and outstanding
Common Stock Purchase Warrants which are exercisable at the price-per-share
indicated, and which expire on the date indicated, as follows:
16
Exercise
Description Number Price Expiration
----------------------------------------
Class "A" Warrants 365,000 $ 2.00 12/31/11
Class "B" Warrants 365,000 $ 3.00 12/31/11
Class "C" Warrants 365,000 $ 4.00 12/31/11
Class "D" Warrants 3,650,000 $ .50 12/31/09
Dutchess Warrants 22,826,086 $ .46 11/01/12
2002 INVENTIVE STOCK OPTION PLAN
On November 22, 2002, the Shareholders of the Company ratified the
Company's "2002 Incentive Stock Option Plan" and reserved 1,000,000 shares for
issuance pursuant to said Plan. As of March 31, 2008, no options have been
awarded pursuant to this Plan.
RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth the equity securities we sold during the
period covered by this report, not previously reported on Forms 10-QSB or 8-K,
which was not registered under the Securities Act.
During the first quarter of 2007, the Company issued: 2,200,000 shares
of Common Stock to OmniCast, Inc. as consideration for its 9% acquisition
interest and a License Agreement for the HealthCast System; 750,000 shares to
Virtual Nurse, Inc. in exchange for a 9% minority interest, during January,
April and November 2007, 2,250,000 shares of Common Stock to Worldnet, Inc. as
partial consideration for the acquisition of hospital service contracts;
1,521,740 shares of Common Stock in lieu of cash compensation for commissions
and fees related to the Dutchess financing; 893,188 shares of Common Stock upon
conversion of 80,000 shares of Series "A" Preferred Stock and accrued interest;
1,110,000 shares issued as partial consideration for employment and consultant
agreements; and 174,666 shares issued upon exercise of Common Stock Purchase
Warrants.
The Company relied on the exemption under section 4(2) of the
Securities Act of 1933 (the "Act") for the above issuances. No commission or
other remuneration was paid on these issuances.
17
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
This discussion and analysis should be read in conjunction with our
financial statements and accompanying notes, which are included elsewhere in
this prospectus. This discussion includes forward-looking statements that
involve risks and uncertainties. Operating results are not necessarily
indicative of results that may occur in future periods. When used in this
discussion, the words "believes", "anticipates", "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those projected.
Our business and results of operations are affected by a wide variety
of factors, as we discuss under the caption "Risk Factors" and elsewhere in this
prospectus, which could materially and adversely affect us and our actual
results. As a result of these factors, we may experience material fluctuations
in future operating results on a quarterly or annual basis, which could
materially and adversely affect our business, financial condition, operating
results and stock price.
Any forward-looking statements herein speak only as of the date hereof.
Except as required by applicable law, we undertake no obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
General Discussion on Results of Operations and Analysis of Financial Condition
- -------------------------------------------------------------------------------
We begin our General Discussion and Analysis with a discussion of the
Results of Operations for the years ended December 31, 2007 and 2006, followed
by a discussion of Liquidity and Capital Resources available to finance our
operations.
Income Taxes
We make estimates to determine our current provision for income taxes,
as well as our income taxes payable. Our estimates with respect to the current
provision for income taxes take into account current tax laws and our
interpretation of current tax laws, as well as possible outcomes of any future
tax audits. Changes in tax laws or our interpretation of tax laws and the
resolution of any future tax audits could significantly impact the amounts
provided for income taxes in our financial statements.
18
Legal Contingencies
From time to time, we are involved in routine legal matters incidental
to our business. In the opinion of management, the ultimate resolution of such
matters will not have a material adverse effect on our financial position,
results of operations or liquidity.
RESULTS OF OPERATIONS
- ---------------------
The Company was established in November, 2002. On December 7, 2006, the
Company acquired Patient Portal Connect, Inc., and on November 4, 2007 acquired
TB&A Hospital Television, Inc. As of December 31, 2007, these are the only
operating subsidiaries of the Company. The results of operations for the year
ended December 31, 2007 includes the business operations of these subsidiaries
and revenues from acquired contracts for the periods subsequent to their
acquisition. The principal acquisitions were completed in November, 2007, and
therefore we are including only two months of operations related to these
acquisitions in our December 31, 2007 Results of Operations. A significant
increase in revenues will be reported in calendar year 2008 as the results of
these newly-acquired operations are reported on a quarterly and full-year basis,
commencing with the first quarter of 2008.
Year Ended December 31, 2007 vs. December 31, 2006
- --------------------------------------------------
The Company reported $4,705,035 of revenue for the Year Ended December
31, 2007 and $1,690 for the comparable period in 2006. This increase is solely
attributable to the acquisition of the Company's Patient Portal Connect, Inc.
operating subsidiary in December, 2006 and minimal start-up revenues attributed
to this subsidiary during the period ended December 31, 2006, and for the period
ended December 31, 2007 reflects the two-month results of the operations of TB&A
Hospital Television, Inc. in November, 2007.
Cost of sales for the Year Ended December 31, 2007 was $3,056,835 as
compared to cost of sales of $115,332 during the same period in 2006.
Selling and Administrative expenses were $ 2,948,026 for the Year Ended
December 31, 2007 as compared to $173,499 in 2006. These increases are due
primarily to first-year and start-up costs associated with our newly-acquired
hospital service contracts; costs associated with the acquisition of our TB&A
Hospital Television, Inc. subsidiary, and increased staffing and overhead costs
resulting from our growth in operations and revenue. These expenses as a
percentage of revenue will decrease significantly in 2008 as the increases in
revenue from our November, 2007 acquisitions are reflected on a quarterly and
full-year basis.
Interest costs were $295,868 for the Year Ended December 31, 2007
compared to $25,653 in 2006. This increase in interest costs was primarily due
to the additional interest expense for two months as a result of the Dutchess
financing which closed on November 4, 2007 The Company reported a net loss of
($2,059,386) for the Year Ended December 31, 2007 as compared to a net loss of
($401,408) during the same period in 2006. This represents a loss per share of
($.08) during the Year Ended December 31, 2007 as compared to a loss per share
of $(.01) for the same period in 2006.
19
Year Ended December 31, 2006 vs. December 31, 2005
- --------------------------------------------------
The Company reported $ 1,690 of revenue for the Year Ended December 31,
2006 and $0 for the comparable period in 2005. This increase is solely
attributable to the acquisition of the Company's Patient Portal Connect, Inc.
operating subsidiary in December, 2006 and minimal start-up revenues attributed
to this subsidiary during this period. The results for 2005 reflected the
discontinuance of direct business operations and the subsequent sale of the
Company's previous sole operating subsidiary in 2005, and the subsequent
acquisition of Patient Portal Connect, Inc. in December, 2006.
Cost of sales for the Year Ended December 31, 2006 was $115,332 as
compared to cost of sales of $0 during the same period in 2005.
Selling and marketing expenses were $ 0 for the Year Ended December 31,
2006 as compared to $0 in 2005. Administrative expenses were $173,499 for the
Year Ended December 31, 2006 as compared to $90,000 during the same period in
2005, an increase of $83,499. This increase is solely attributable to the
acquisition of the Company's Patient Portal Connect, Inc. operating subsidiary
in December, 2006.
Interest costs were $126,152 for the Year Ended December 31, 2005
compared to $25,653 in 2006.
The Company reported a net loss of ($401,408) for the Year Ended
December 31, 2006 as compared to a net loss of ($130,653) during the same period
in 2005. This represents a loss per share of $(.01) during the Year Ended
December 31, 2006 as compared to a loss per share of $(.01) for the same period
in 2005.
20
CURRENT PLAN OF OPERATIONS
- --------------------------
Our Company, through its newly acquired subsidiaries, Patient Portal
Connect, Inc. (PPC) and TB&A Hospital Television, Inc. (TB&A) is well positioned
to be the premier provider of integrated workflow solutions in the healthcare
industry. Having developed the industry's newest, leading-edge process
improvement delivery platform for the healthcare industry, PPC is poised to
capture a significant segment of the multi-billion dollar healthcare market. Its
proprietary systems were developed in close coordination with hospital industry
partners to provide multi-layer functionality across a wide spectrum of critical
patient-centric workflows that result in immediate improvements in cost savings,
patient outcomes, and revenue growth for hospitals. PPC's innovative solutions
are changing the way hospitals and patients do business in today's healthcare
environment.
Nationwide, an explosive demand for more customized healthcare has
resulted in a greater need for improved productivity, efficiency, and customer
service in hospitals. PPC has pioneered the development of integrated software
applications that combine technology and industry expertise with unique
customization designed to better manage the hospital/patient relationship and
improve hospital operational processes. Further, our solutions enable hospitals
to achieve compliance with strict government mandates that affect reimbursements
by requiring measured improvements in productivity, efficiency, and patient
satisfaction. PPC's proven technologies provide tremendous economic benefit for
healthcare providers.
PPC intends to rapidly gain market share by leveraging strategic
relationships and acquiring companies with existing hospital contracts. The
company's acquisition strategy will enable it to achieve immediate
profitability, grow rapidly, and quickly gain first mover advantage. PPC's
sophisticated technology platform allows the company to create additional
revenue streams with minimal cost by accessing enhanced service modules as
market demand changes. This scalable architecture creates even greater
profitability by enabling multiple services to be delivered over the PPC service
delivery platform.
Management believes that PPC is primed to swiftly react to the
ever-changing healthcare industry. Unlike the costly, capital-intensive and
stand-alone products offered by our industry competitors, PPC's sophisticated
platform offers flexible solutions and functionalities that are universal enough
to have broad appeal while still allowing for a level of customization that is
necessary to integrate with a hospital's existing legacy system, and at an
affordable cost. Our flexible platform also enables the healthcare providers to
fulfill the government's newest mandates for a full "continuum of care" from the
hospital to the home. This unique ability enables PPC to present a tailored
solution to our customers at a cost-effective price and will dramatically
enhance our ability to capture significant market share nationwide.
21
PPC's expertise is its ability to create win-win opportunities for
hospitals and patients by clearly defining customized, flexible, and integrated
healthcare solutions with measurable results. PPC enables hospitals to improve
patient flow, enhance patient satisfaction, and create long-term relationships
with patients as they move from hospital to home. In so doing, hospitals gain
productivity and efficiency enhancements, reduce the burden on staff and
increase cash flow by optimizing reimbursements from third-party sources.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As shown in the above financial statements, the Company incurred a net
loss of ($401,408) during the year ended December 31, 2006 and ($2,059,836)
during the year ended December 31, 2007. The Company plans to raise more capital
through public or private financing, through the issuance of its common stock,
the issuance of debt instruments, including debt convertible to equity, or
otherwise attain financing, which if available, it cannot be certain such
financing will be on attractive terms. Should the Company obtain more capital,
in turn, it may cause dilution to its existing stockholders and providing the
company can obtain more capital, it cannot be assured to ultimately attain
profitability. However, management expects that the acquisitions in November,
2007 of our TB&A Hospital Television, Inc. subsidiary and additional hospital
service contracts will, when results of operations are reported on a quarterly
and annual basis for calendar year 2008, significantly increase the revenues,
profitability, and liquidity of the Company.
The Company intends to continue its efforts to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2008 and to
continue its product development efforts and adjust its operating structure to
reduce losses and ultimately attain profitability. Management's plans in this
regard include, but are not limited to, the increase in business operations
which it expects from the acquisition of additional retail hospital contracts by
our Patient Portal Connect subsidiary and the continuing roll-out of its product
line to its existing and future customer base. We also expect to see significant
growth in the revenues of our TB&A Hospital Television, Inc. subsidiary during
2008 both through new contracts and through the sale of new flat-screen
television equipment to our existing customer base.
Management believes that actions presently being taken will generate
sufficient revenues to provide cash flows from operations and that sufficient
capital will be available, when required, to permit the Company to realize its
plans. However, there can be no assurance that this will occur. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Because our business is evolving and changing,
particularly regarding our recent acquisitions and the Dutchess financing
transaction, our operating cash flow will be significantly increased from past
results, and past operations are not a good gauge for anticipating future
operations.
INFLATION
The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.
22
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this report are located beginning
on page F-1 of this report and incorporated by reference.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of The Independent Registered Public Accountant F-1,2,3
Balance Sheets as of December 31, 2007 and December 31, 2006 F-4
Statements of Operations for the two years ended
December 31, 2007 and 2006 F-5
Statements of Cash Flows for the two years ended
December 31, 2007 and 2006 F-6
Statements of Stockholders' Equity December 31,
2007 and December 31, 2006 F-7,8
Notes to Financial Statements F-9 to F-16
The Board of Directors
Patient Portal Technologies, Inc.
Baldwinsville, New York
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
I have audited the balance sheet of Patient Portal Technologies, Inc. and
subsidiaries (the "Company") as of December 31, 2007, and the related statements
of operations, stockholders' equity and cash flows for the year ended December
31, 2007. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit. The financial statements of Patient Portal
Technologies, Inc. and subsidiaries as of December 31, 2006 were audited by
other auditors whose report dated November 5, 2008, expressed an unqualified
opinion with an explanatory note as it affects going concern.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes examining on a
test basis evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Patient Portal Technologies, Inc.
and subsidiaries at December 31, 2007 and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.
I also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) the effectiveness of internal control
over financial reporting as of December 31, 2007, based on criteria established
in the Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
April 8, 2008 expressed in unqualified opinion (attached) on management's
assessment that Patient Portal Technologies, Inc. and subsidiaries maintains
effective internal control and an unqualified opinion that internal control was
effective.
As described in Note 2 to the financial statements, the Company restated the
December 31, 2007 Consolidated Balance Sheet, Statement of Operations, Statement
of Cash Flow and Statement of Shareholder Equity to correct for certain types of
revenue recognition, the acquisition of TB&A, recording of the Dutchess
transaction, long term investments, stock issuance transactions and modifying
disclosure within the Statement of Cash Flows.
/s/ Harris F. Rattray
- ---------------------
Harris F. Rattray CPA
Pembroke Pines, Florida
November 7, 2008
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC COMPANY ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The shareholders and Board of Directors of Patient Portal Technologies, Inc.
I have audited Patient Portal Technologies, Inc.'s internal control over
financial reporting as of December 31. 2007, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Patient Portal
Technologies, Inc.'s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the
accompanying Management's Report on Internal Control over Financial Reporting.
My responsibility is to express an opinion on the company's internal control
over financial reporting based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. My audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as I considered
necessary in the circumstances. I believe that my audit provides a reasonable
basis for my opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit the preparation of financial statements in accordance with generally
accepted accounting principles and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, 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. In my opinion, Patient Portal
Technologies, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2007, based on the COSO
criteria.
I also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Patient Portal Technologies, Inc. as of December 31, 2007 and my report
expressed an unqualified opinion thereon.
/s/ Harris F Rattray
Certified Public Accountant
Pembroke Pines, Florida
April 8, 2008
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Patient Portal Technologies, Inc.
And Subsidiary
We have audited the accompanying balance sheet of Patient Portal
Technologies, Inc. and Subsidiary as of December 31, 2006, and the related
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of he Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Patient Portal
Technologies, Inc. and Subsidiary as of December 31, 2006, and the results of
operations and its cash flows for the year then ended, in conformity with U.S.
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and a net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
As described in Note 2 to the financial statements, the Company
restated the December 31, 2006 Consolidated Balance Sheet and Statement of
Shareholder Equity to correct the error in accounting for the acquisition of
Patient Portal Technologies, Inc. by Patient Portal Connect, Inc.
Walden Certified Public Accountant, P.A.
Sunny Isles, Fl
Dated: November 5, 2008
F-3
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
December 31,
ASSETS Restated Restated
2007 2006
------------- -------------
CURRENT ASSETS:
Cash and Cash equivalents $ 404,003 $ 1,690
Accounts Receivable, net 1,794,553 1,202
Other 83,111 -
Prepaid Expenses 20,351 27,500
------------- -------------
TOTAL CURRENT ASSETS 2,302,018 30,392
PROPERTY, PLANT AND EQUIPMENT, net 3,267,882 822,288
LONG-TERM NOTE RECEIVABLE 276,967 250,000
INTANGIBLES, HOSPITAL CONTRACTS, net 6,651,319 -
MINORITY INVESTMENTS 1,475,000 -
DEBT ISSUANCE COSTS 877,916 -
------------- -------------
TOTAL ASSETS $ 14,851,102 $ 1,102,680
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion - long-term debt $ 943,118 $ -
Accounts payable 1,162,856 34,255
Notes payable 629,668 337,317
Accrued Expenses 1,245,249 13,131
------------- -------------
TOTAL CURRENT LIABILITIES 3,980,891 384,703
------------- -------------
LONG-TERM DEBT, Net of Discount on
Convertible Instrument 3,445,501 -
------------- -------------
TOTAL LIABILITIES 7,426,392 384,703
REDEEMABLE PREFERRED STOCK, $.01 par
value, authorized
1,000,000: 55,000 (Dec 31, 2007)
and 60,000 (Dec 31, 2006)
shares issued and outstanding 550 600
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
100,000,000 shares ;authorized;
36,620,707 (Dec 31,2007) and
24,171,601(Dec 31, 2006) shares
issued and outstanding 36,621 24,171
Additional paid-in-capital 8,935,290 1,094,614
Additional paid-in-capital -
warrants 913,043 -
Retained deficit (2,460,794) (401,408)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 7,424,710 717,977
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 14,851,102 $ 1,102,680
============= =============
See notes to the consolidated financial statements
F-4
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR DECEMBER 31,
Restated
2007 2006
------------- -------------
NET SALES $ 4,705,035 $ 13,575
COST OF SALES 3,056,835 115,332
------------- -------------
GROSS PROFIT/(LOSS) 1,648,200 (101,757)
DIRECT OPERATING EXPENSES:
Sales and Administrative 2,948,026
Depreciation and Amortization 463,692 173,499
------------- -------------
TOTAL OPERATING EXPENSES 3,411,718 173,499
(LOSS) FROM OPERATIONS BEFORE
OTHER INCOME AND EXPENSE (1,763,518,) (275,256)
------------- -------------
OTHER INCOME AND EXPENSES
Interest expense (295,868) (126,152)
------------- -------------
(295,868) (126,152)
------------- -------------
OPERATING (LOSS) BEFORE TAXES (2,059,386) (401,408)
PROVISION FOR INCOME TAX - -
------------- -------------
NET (LOSS) $ (2,059,386) $ (401,408)
============= =============
Net Loss per share: $ (0.08) $ (0.01)
------------- -------------
Common shares outstanding (weighted) 26,040,612 13,401,899
============= =============
See notes to the consolidated financial statements
F-5
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
Restated
2007 2006
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (2,059,386) $ (401,408)
------------- -------------
Adjustments to reconcile net income (loss)
to net cash provided by operations:
Common stock and Warrants issued for services 772,416 -
Depreciation and amortization 463,692 -
(Increase) decrease in assets:
Accounts receivable (691,601) (1,202)
Other current assets 12,277 (27,500)
Increase (decrease) in liabilities:
Accounts payable 52,774 34,255
Other current liabilities 838,500 13,131
------------- -------------
Total adjustments 1,448,057 18,684
------------- -------------
NET CASH FLOWS PROVIDED (USED) BY OPERATING
ACTIVITIES (611,329) (382,724)
------------- -------------
CASH FLOWS INVESTING ACTIVITIES:
Purchase of property, plant and equipment (462,152) (876,755)
Purchase of hospital contracts (2,414,958)
Purchase of TB & A (3,000,000)
------------- -------------
NET CASH FLOWS (USED IN) INVESTING ACTIVITIES (5,877,110) (876,755)
------------- -------------
FINANCING ACTIVITIES:
Proceeds from common stock issued 987,383 922,252
Proceeds from long-term debt 3,938,619
Deferred loan costs (756,015)
Proceeds from preferred stock issued 500,000 600
Debt Repayment (840,616)
Notes payable 337,317
Paid in capital - Warrants 913,043
Paid in capital - Beneficial Equity Conversion 2,148,338
------------- -------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,890,752 1,260,169
------------- -------------
NET INCREASE IN CASH 402,313 690
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,690 1,000
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 404,003 $ 1,690
============= =============
See notes to the consolidated financial statements
F-6
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
RESTATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND PREFERRED STOCK
DECEMBER 31, 2007
Additional
Common and Paid-In Retained
Preferred Stock Capital Deficit Total
--------------------- ----------- ------------ ------------
Shares Par Value
Balance January 1, 2007 24,231,601 $ 24,771 $ 1,094,614 $ (401,408) $ 717,977
Issuance of Common Stock 405,000 405 535,000 535,405
Issuance of Preferred Stock 50,000 500 499,500 500,000
Issuance of Common Stock For
services 2,425,000 2,425 597,915 600,340
Issuance of Common Stock For
services 469,512 470 43,140 43,610
Issuance of Common Stock for
Worldnet, Inc. contracts 2,250,000 2,250 1,823,762 1,826,012
Sale of common stock to equity
investor 500,000 500 434,012 434,512
Issuance of Common Stock for
OmniCast, Inc. 9% Acquisition 2,200,000 2,200 1,097,800 1,100,000
Issuance of Common Stock for
Virtual Nurse, Inc. 9%
Acquisition 750,000 750 374,250 375,000
Commissions & Fees for Dutchess
Financing (in lieu of cash) 1,521,740 1,521 150,652 152,174
Conversion of Preferred Stock 550,000 550 550
Conversion of Preferred Stock (55,000) (550) (550)
Issuance of Common Stock for
Interest 93,188 93 9,225 9,318
Employment and Consulting
Agreements 1,110,000 1,110 109,890 111,000
Issuance of common stock
pursuant to exercise of warrants 174,666 175 17,291 17,466
Intrinsic Value of Convertible
Debt - - 2,148,338 2,148,338
Value of Dutchess Warrants
Issued - - 913,043 913,043
Net loss for the Year (2,059,485) (2,059,485)
----------- -------- ----------- ------------ ------------
Balance December 31, 2007 36,675,707 $ 37,171 $ 9,848,432 $ (2,460,893) $ 7,424,710
=========== ======== =========== ============ ============
See notes to the consolidated financial statements.
F-7
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
RESTATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND PREFERRED STOCK
DECEMBER 31, 2006
Common and Preferred
Stock Additional Paid-In
Shares Par Value Capital Retained Deficit Total
------------------- ------------------------- ------------------------ ----------
Balance
January 1,
2006 9,979,479 $ 9,979 $ 2,624,467 $ (2,432,310) $ 202,136
Reverse Split
of Common
Stock
1-for-10
Sept. 1,2006 (8,981,530) (8,981) (8,981)
Issuance of
Common Stock
For services 2,323,652 2,324 2,324
Issuance of
Common Stock
For Debt
Conversion 2,500,000 2,500 336,617 339,117
Issuance of
Common Stock
For Preferred
Stock
Conversion 850,000 850 850
Issuance of
Common Stock
For Share
Exchange
Acquisition 17,500,000 17,500 17,500
Issuance of
Preferred
Stock 60,000 600 565,840 566,440
Reverse
Acquisition
Transaction (2,432,310) 2,432,3120
Net loss for
the Year (401,408) (401,408)
------------------- ------------------------- ------------------------ ----------
Balance
December 31,
2006 24,231,601 $ 24,771 $ 1,094,614 $ (401,408) $ 717,977
========== ======== ========================= ======================== ==========
See notes to the consolidated financial statements.
F-8
Patient Portal Technologies, Inc.
Notes to Consolidated Financial Statements
For the Years ended December 31, 2007 and 2006
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations and Basis of Presentation-Patient Portal Technologies, Inc. and its
wholly owned subsidiaries (The "Company") are in two primary businesses. First,
the sale of televisions and associated equipment to hospital facilities and
second, providing non medical management and patient support services assisting
hospitals to improve patient satisfaction and outcomes. The accompanying
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Consolidation- The accompanying consolidated financial statements include the
accounts of Patient Portal Technologies, Inc. and its wholly owned subsidiaries.
All intercompany transactions and balances have been eliminated in
consolidation.
Financial Statement Preparation- The preparation of the consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts and related disclosures. Actual results may
differ from those estimates.
Revenue Recognition- The Company recognizes revenue from the sales of
televisions when the product is received by the customer. Revenue for its other
management and patient centers services is recognized when the service is
rendered. Revenue from hospitals for equipment sales or other services is
recorded when the service is performed or the equipment sale is finalized
Income Taxes - Income taxes are not provided for in these financial statements
since the Company incurred a net loss for the year ended December 31, 2007.
Cash Equivalents- The Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.
Cash Receivable - The Company performs ongoing credit evaluations of its
customers and adjusts credit limits based upon payment history and the
customer's current creditworthiness, as determined by review of their credit
information. The Company continuously monitors collections and payments from its
customers and maintains a provision for estimated credit losses based upon
historical experience and any specific customer collection issues that have been
identified. Credit losses have historically been within management's
expectations and the provisions established. The allowance for bad debts was
$420,000 as of December 31, 2007.
F-9
Debt Issuance Costs - Cost incurred to issue debt are deferred and amortized as
interest expense over the term of the related debt.
Convertible Instrument Discount - Discounts associated with issuance of debt are
amortized over the term of the debt using the interest method.
Recent Accounting Pronouncements - In September 2006, the FASB issued SFAS NO
157 "Fair Value Measurements" (SFAS 157) which provides guidance for measuring
assets and liabilities at fair value. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. The
adoption of SFAS 157 is not expected to have a material impact on the Company's
consolidated financial statements.
In December 2007, the FASB issued Statements of Financial Accounting Standards
NO. 141 (revised 2007), "Business Combinations" (FAS 141(R)) and No. 160,
"Non-controlling Interests in Consolidated Financial Statements, an amendment
for ARB No. 41 (FAS 160)". FAS 141(R) will change how business acquisitions are
accounted for and FAS 160 will change the accounting and reporting for minority
interests, which will be characterized as non-controlling interests and
classified as a component of equity. FAS 141(R) and FAS 160 are effective for
fiscal years beginning on or after December 15, 2008 (January 1, 2009 for the
Company). The adoption of FAS 141(R) and FAS 160 will not have a material impact
on the Company's consolidated financial statements.
2. FINANCIAL STATEMENT RESTATEMENTS
Fiscal 2006
- --------------------------------------------------------------------------------
During fiscal year 2006 the Company incorrectly accounted for the acquisition of
Patient Portal Technologies, Inc by Patient Portal Connect, Inc. In following
the accounting guidance found in SEC Accounting and Disclosure Rules and
Practices Staff Learning Manual, reverse takeover accounting should be treated
as capital transactions rather than business combinations.
As a result of this correction the paid in capital balance and accumulated
deficit balance of the Company were both reduced by $2,432,310. There was no
impact on any other line item of the December 31, 2006 balance sheet, statement
of operations or consolidated statement of cash flows for the year ended
December 31, 2006. There was also no impact on the net loss per share amount for
the same period. The paid in capital and retained deficit balances of
shareholder equity schedule was also restated to reflect the correction.
The Company also adjusted the number of outstanding common shares issued by
500,000 to properly account for shares that had been previously issued in fiscal
2006. This restatement had no impact on any line items in any of the financial
statements or impact on earnings or loss per share except for an increase in the
par value amount of $500 and a decrease in the paid in capital amounts of $500.
Fiscal 2007
- --------------------------------------------------------------------------------
During fiscal 2007, the Company changed its accounting for patient service
revenue from the cash method to the accrual method in accordance with SFAC 5.
This correction resulted in an increase in revenue of approximately $837,000 and
an increase in operating profit of approximately $152,000 for the year ended
December 31, 2007.
This correction impacted each financial statement line item as follows:
Balance Sheet for period ended December 31, 2007: increased net accounts
receivable by approximately $421,000 over previously reported amount; increased
accrued expenses by approximately $269,000 and reduced accumulated deficit by
$152,000. There were no other impacts on the line items of the balance sheet
from this restatement.
Statement of Operations for period ended December 31, 2007: Revenue was
increased $837,000; cost of sales increased by approximately $269,000; selling
and administrative expenses increased by approximately $416,000 and the
operating loss and net loss decreased by approximately $152,000. There were no
other impacts on the line items of the statement of operations from this
restatement.
Consolidated Statement of Cash Flows for the period ended December 31, 2007:
This restatement impacted the net loss line item by reducing it $152,000;
increasing the accounts receivable line item by approximately $421,000 and
increasing accrued expenses by approximately $269,000. There were no other
impacts on the line items of the statement of cash flows from this restatement.
F-10
The Company also incorrectly accounted for some aspects of the Dutchess
financing transaction. Errors were made in properly accounting for the preferred
conversion feature for the debenture, the sale of warrants and the calculation
of the debt issuance balance.
This correction impacted each financial statement line item as follows:
Balance Sheet for period ended December 31, 2007: Increased debt issuance costs
by approximately $236,000; reclassification of the debt from short term to long
term in the amount of approximately $290,000; reduction in the net amount of
long term debt of approximately $3,000,000 due to the creation of a debt
discount account as part of the Dutchess transaction; increase in additional
paid in capital of $2,148,000 and increase in additional paid in capital -
warrants of $913,000. There were no other impacts on the line items of the
balance sheet from this restatement.
Statement of Operations for period ended December 31, 2007: There were no
impacts from this correction on any statement of operation line items for the
period ended December 31, 2007.
Consolidated Statement of Cash Flows for the period ended December 31, 2007; The
correction impacted the presentation and classification for long term debt,
warrants issued and the preferred debt conversion feature. The result was a
reduction in short and long term debt of approximately $3.5 million and an
increase in proceeds from warrants issued of approximately $913,000 and proceeds
from debt conversion feature of $2.6 million. There were no other impacts on the
line items of the statement of cash flows from this restatement.
A correction was made to account for the investments in Omnicast, Inc and
Virtual Nurse, Inc. made during 2007. The correction resulted in an increase in
paid in capital and a corresponding increase in Investments of approximately
$1.475 million. There were no other changes to any other line items in the other
financial statements.
The Company also corrected the accounting for the acquisition of TB & A that had
been previously done using an incorrect accounting method. The result of this
correction had an impact on increasing the bargain purchase to approximately
$2.4 million from $1.7 million as well as impact on some of the assets and
liability amounts within the balance sheet.
This correction impacted each financial statement line item as follows:
Balance Sheet for period ended December 31, 2007:
This resulted in a reduction of the fixed asset and hospital contracts recorded
balances in the amounts of $327,000 and $426,000 respectively, from previously
reported balances. The reduced balances resulted in a reduction of depreciation
and amortization expense of approximately $15,000 over the previously reported
amounts.
There were two calculation errors in the number of outstanding preferred and
common stock in the amounts of 25,000 and 80,000 respectively. The correction
had an impact of increasing redeemable preferred stock in the balance sheet by
$250 and general administrative expenses by $ 35,000. No other line items in any
of the financial statements were impacted by this correction.
Lastly, the company incorrectly included non cash items within the December 31,
2007 Statement of Cash Flows. These items were properly moved into Note 3 in
accordance with the guidance in SFAS 142. There was no impact on any line item
of the balance sheet or statement of operations from these corrections. The
following line items were impacted by the changes to the statement of cash flows
for the period ended December 31, 2007: purchase of hospital contracts was
reduced by approximately $5 million; minority investments were reduced by $1.5
million and stock payments for investments of $3.2 million was eliminated. No
other line items were impacted.
F-11
3. NON CASH TRANSACTIONS
During 2007 the Company had four significant non cash transactions. A summary of
each follows.
TB&A Acquisition
The acquisition of 100% of the outstanding stock of TB&A was for $3.3 million of
which $3.0 million was paid in cash and the remaining $300,000 was secured by a
portion of the company's accounts receivable, to be paid as the receivables were
collected.
Worldnet Communications
The Company purchased 22 hospital contracts at a price of approximately $4.2
million. The non cash portion of the transaction was $1.826 million which the
company paid for in common stock.
Virtual Nurse, Inc.
The Company made non cash investment in Virtual Nurse, Inc. by issuing 750,000
shares of common stock at a value of $.50 per share, or $ 375,000.
Omnicast, Inc
The Company made non cash investment in Omnicast, Inc by issuing 2.2 million
shares of common stock at a value of $.50 per share, or $1.1 million.
4. BUSINESS COMBINATIONS AND ACQUISITIONS
During 2007 the Company completed a significant acquisition which was accounted
for as purchases under SFAS No 141, "Business Combinations." The assets
purchased and liabilities assumed for this acquisition has been reflected in the
accompanying consolidated balance sheet as of December 31, 2007 and the results
of operations for the acquisition is included in the accompanying consolidated
statement of earnings from the respective date of acquisition. Additionally, the
company acquired a total of 22 hospital contracts at various times throughout
the year. The operational results of those contracts have been reflected in the
accompanying consolidated financial statements.
TB&A Hospital Television, Inc.
On November 2, 2007, the Company acquired 100% of the outstanding stock in TB&A
Hospital Television, Inc. a privately held company, TB & A Hospital Television,
Inc. is a leading provider of television systems and billing services for over
600 hospitals nationwide. As a result of this acquisition, Patient Portal
Technologies can expand its broader product and service offerings nationwide.
The aggregate purchase price was approximately $ 3,300,000 which included
$3,000,000 in cash at closing and credit for certain outstanding accounts
receivable at the time of closing, which was approximately $300,000. The credit
for the accounts receivable balance was due and payable to the seller as
collected.
F-12
The following table summarizes the fair values of assets acquired and
liabilities assumed:
Restated
--------------
Inventories $ 90,000
A/R $1,059,000 $ 15,000
Other current assets
Property and equipment $ 2,173,000
Hospital Contracts $ 2,654,000
Other assets $ 55,000
Accounts payable and accrued liabilities $ (2,746,000)
---------------
Total Purchase Price $ 3,300,000
===============
The original amounts assigned to the assets acquired and liabilities assumed
exceeded the purchase price by approximately $2.4 million. In accordance with
SFAS 141 this difference was allocated as a pro rata reduction of the non
current asset values.
The full amount of intangible assets was allocated to the existing 50 hospital
contracts and 6 buying group contracts. The value was determined using a net
present value analysis of the future value of these contracts in accordance with
SFAS 141 and 142. The asset category is being amortized over a useful life of 10
years, which approximates the anticipated term (including renewals) for these
contracts.
Consolidated pro-forma revenues for fiscal years 2007 and 2006, giving effect to
the Patient Portal and TB&A acquisitions as if they occurred on January 1, 2007
and 2006 were $13,039,826 and $9,258,073 respectively.
Worldnet Communications, Inc.
In January, April and November 2007 the company acquired 22 active hospital
contracts from Worldnet Communications, Inc. These contacts covered a variety of
services including television and phone rental and billing services as well as
other products and service supporting hospital patient management improvement.
Total consideration for these contacts was approximately $4.2 million which
consisted of $2.4 million in cash and $1.8 million in common stock equal to
2,250,000 shares of common stock. The company's common stock was valued in a
range of $.50 - $1.00 based upon the market conditions at the time of the
transaction. The value of the hospital contracts was negotiated at arm's length
and was based upon the anticipated future value of the agreements. The value is
being amortized over 10 years in accordance with the typical length (including
renewals) of these agreements.
F-13
5. INVESTMENTS
During April 2007 the Company acquired a 9% minority interest in Virtual Nurse,
Inc. and in March 2007, acquired a 9% minority interest in OmniCast, Inc.
Virtual Nurse, Inc
The Company acquired a 9% interest in Virtual Nurse, Inc. for $375,000 in common
stock. The investment was valued at $.50 per share, in an arms length
transaction, which represented the average market price at the time the
transaction occurred. Virtual Nurse's mission is to provide healthcare
organizations with efficient, cost-effective nursing solutions. It offers the
highest quality of care through experienced, skilled, productive, and motivated
nurses who benefit from the convenience of working at home on a flexible time
schedule. As a result, it is able to give healthcare facilities assurance that
every patient receives condition-specific education before entering their
facilities and ensure that every assessment has been carefully documented and
delivered on time.
The investment allowed the Company to enter into an exclusive joint marketing
relationship which will allow Patient Portal access to the customer base of
Virtual Nurse. The agreement also provides for the Company to market the Virtual
Nurse platform to its customer base.
OmniCast, Inc.
The Company acquired a 9% interest in OmniCast, Inc. for $1,100,000 in common
stock. The investment was valued at $.50 per share, in an arms length
transaction, which represented the average market price at the time the
transaction occurred. Omnicast, Inc. is a leading-edge technology and media
provider that offers a variety of customized education and entertainment
solutions for the healthcare industry.
The investment in OmniCast followed the execution of an exclusive license
agreement, between OmniCast and Patient Portal Technologies, for the HealthCast
platform. This platform serves as a critical element of eth Company's strategy
to management patient information and content flow before, during and after
hospital care.
F-14
6. PROPERTY, PLANT & EQUIPMENT
Property and equipment are stated at cost and depreciated and amortized
generally on the straight-line method over their estimated useful lives of three
to fifty years. Property and equipment consist of the following at December 31,:
Restated
--------------
2007 2006
Television sets/system
installations, equipment $ 2,401,401 $ 52,135
Computer equipment and Software 822,288 820,000
Office equipment 233,826 -
-------------- -----------
3,457,515 878,135
Accumulated depreciation 189,632 55,847
-------------- -----------
Total $ 3,267,882 $ 822,288
============== ===========
7. INTANGIBLE ASSETS
In accordance with SFAS No. 142 the Company's intangible assets are amortized
over the anticipated useful life of the assets. At the end of December 31, 2007
there was $6,651,319 in intangible assets which reflected the unamortized
portion of multiyear hospital contracts purchased during 2007. The contracts are
being amortized over a 120 month period using the straight line method. See note
4. A summary of the balance at December 31, 2007 follows:
Restated
-----------
Hospital Contracts $ 6,895,156
Accumulated Amortization (243,837)
-----------
Total $ 6,651,319
===========
The amortization expense for 2007 was $243,837 and the estimated annual
amortization for the next five years will be $689,516.
F-15
8. LONG-TERM DEBT
Restated long-term debt consists of the following:
12% Convertible Debenture $ 7,000,000
Other Long-term Debt 450,000
--------------
$ 7,450,000
Less:
Current portion of long-term debt 943,118
Discount on Convertible Debt 3,061,381
--------------
$ 3,455,501
--------------
12% Convertible Debenture - On November 1, 2007 the Company entered into an
agreement with Duchess Private Equities Fund, LTD ("Dutchess") to borrow
$7,000,000 for acquisition purposes. This amount is repayable beginning May 1,
2008, at a monthly amount, including principal and interest, of $183,825.17. All
amounts due and payable under the debenture mature on November 1, 2010.
Approximately 13% of the proceeds or $913,043 was allocated to the detached
warrants using a fair market value of $.04, which was the difference between the
exercise price and estimated fair value of the common stock at the transaction
date. The offset was charged to the discount account in accordance with EITF
98-5 and EITF 00-27. Additionally the debenture has a conversion feature which
was determined to be beneficial to the holder at the date of issuance. The
conversion feature allows the holder with an option to convert the outstanding
principal for common stock at a price equal to the lesser of 85% of the lowest
closing bid for the Common Stock, during the 20 days prior to the conversion, or
$.46 per share. This conversion feature was determined to have an intrinsic
value of $2,148,338. This balance was charged to additional paid in capital with
the offset charged to debt discount. The debt discount will be amortized using
the interest method over the term of the debt.
Other Long term Debt - Individuals' payable in monthly installments of $833 to
$4,804 including interest at 10 percent expiring at various dates through
January 2012. These notes are secured by television equipment.
F-16
9. COMMITMENTS AND CONTINGENCIES
Lease Commitments - During the Year ended December 31, 2007 the Company had no
equipment leases in effect.
Rent expense for the Year ended December 31, 2007 and 2006 was $101,555 and
$63,562 respectively. Future payments under operating leases with terms
currently greater than one year as follows:
2008 $278,138
2009 $283,610
2010 $283,610
2011 $283,610
2012 $283,610
Thereafter $283,610
Employment Agreements - As of December 31, 2007, the Company had two Employment
Agreement in effect for key management.
Litigation - From time to time the Company may be involved in various legal
proceedings and other matters, including nominal disputes with creditors
relating to the dollar amount of outstanding obligations of the Company, arising
in the normal course of business. The Company believes no such actions would
result in liabilities in excess of amounts accrued in the financial statements.
Warrants and Options - As of December 31, 2007, in addition to the Company's
aforesaid outstanding Common Stock, there are issued and outstanding Common
Stock Purchase Warrants which are exercisable at the price-per-share indicated,
and which expire on the date indicated, as follows:
Exercise
Description Number Price Expiration
Class "A" Warrants 365,000 $ 2.00 12/31/11
Class "B" Warrants 365,000 $ 3.00 12/31/11
Class "C" Warrants 365,000 $ 4.00 12/31/11
Class "D" Warrants 3,650,000 $ .50 12/31/09
Dutchess Warrants 22,826,086 $ .46 11/01/12
(A) The Dutchess warrants are part of a financing transaction that closed in
November 2007. There is a limit of 4.99% on the amount of the Company's common
stock that Dutchess can own at any point in time.
2002 INVENTIVE STOCK OPTION PLAN
On November 22, 2002, the Shareholders of the Company ratified the Company's
"2002 Incentive Stock Option Plan" and reserved 1,000,000 shares for issuance
pursuant to said Plan. As of March 31, 2008, no options have been awarded
pursuant to this Plan.
F-17
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its
independent accountants on any matter of accounting principles or practices, or
financial statement disclosure.
ITEM 8A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 2007, we conducted an evaluation, under the
supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of December 31, 2007.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting. A company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
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.
Management, including the Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007, based on the
criteria for effective internal control described in Internal Control --
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on its assessment, management concluded that the
Company's internal control, as defined in Rules 13a-15(e) and 15d - 15(e) of the
Exchange Act of 1934, over financial reporting were not effective as of December
31, 2007 due to a material weakness over the review process for accounting
entries associated with non recurring and unusual accounting transactions.
This Annual Report includes an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting.
Changes in Internal Control over Financial Reporting
During fiscal 2008 it certain accounting errors came to the attention
of management. These errors impacted four areas: First, applying incorrect
accounting theory for recording the business combinations relating to the
acquisition of Patient Portal Technologies, Inc, by Patient Portal Connect Inc.,
and the acquisition of TB & A. Second, using an incorrect accounting method to
recognize certain types of revenue. Third, incorrectly accounting for certain
transaction involving the timing and issuance of the company's stock and fourth,
incomplete reporting disclosures for certain transactions.
These errors impacted the balance sheet, income statement, statement of
cash flows and changes in shareholder equity statements and have been properly
restated and explained in Note 2 to the financial statements.
23
Item 8B. Other Information
None.
PART III
Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange
Act.
The information called for by this Item and not provided above in Item
4A is incorporated by reference to our proxy statement which we intend to file
with the Securities and Exchange Commission and mail to shareholders within 120
days of our fiscal year ended December 31, 2007.
Item 10. Executive Compensation.
The information required by this Item is incorporated by reference to
our proxy statement which we intend to file with the Securities and Exchange
Commission and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The information required by this Item is incorporated by reference to
our proxy statement which we intend to file with the Securities and Exchange
Commission and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.
Item 12. Certain Relationships and Related Transactions, and Director
Independence.
The information required by this Item is incorporated by reference to
our proxy statement which we intend to file with the Securities and Exchange
Commission and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.
Item 13. Exhibits.
(a)(1) Financial Statements
Our consolidated financial statements and notes to our consolidated
financial statements filed with this report are set forth as follows:
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to
our proxy statement which we intend to file with the Security and Exchange
Commission and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.
24
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PATIENT PORTAL TECHNOLOGIES, INC.
April 6, 2009 by: /s/ KEVIN KELLY
-------------------
Kevin Kelly
President
April 6, 2009 by: /s/ THOMAS HAGAN
--------------------
Thomas Hagan
Secretary, Acting CFO
25
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