UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the six months period ended June 30, 2008
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 000-17788
NEXGEN BIOFUELS LTD.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN ITS CHARTERS)
ISRAEL N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2533 WINDGUARD CIRCLE, SUITE 102 33544
WESLEY CHAPEL, FLORIDA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(813) 929-4802
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer' and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [_] No [X]
Indicate the number of shares outstanding of each class of Ordinary Shares, as
of the latest practicable date
CLASS OUTSTANDING AS OF AUGUST 4, 2008
- --------------------------------------- -------------------------------------
Ordinary Shares, NIS 0.04 Par Value 42,730,998 Shares
1
NEXGEN BIOFUELS LTD.
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2008 (Unaudited) and December 31, 2007 3-4
Consolidated Statements of Operations (Unaudited) - Six months and Three-month periods ended
June 30, 2008(unaudited) and 2007 (unaudited), and for the year ended December 31 2007, and from
August 10, 2006 (inception) to June 30, 2008 (unaudited) 5
Consolidated Statements of Cash Flows (Unaudited) - Six-months and Three-month periods ended
June 30, 2008 and 2007 and from August 10, 2006 (inception) to June 30, 2008 (unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7-11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-13
Item 3. Controls and Procedures 14
PART II
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Default Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
2
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
JUNE 30 DECEMBER 31
------- -------
2008 2007
------- -------
UNAUDITED AUDITED
------- -------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 2 1
Gamida For Life B.V. -.- 397
Other accounts receivable and prepaid expenses 24 5
------- -------
Total current assets 26 403
------- -------
LONG-TERM INVESTMENTS:
Investments in land purchase options 146 166
------- -------
PROPERTY AND EQUIPMENT, NET 5 5
------- -------
Total assets 177 574
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
3
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
JUNE 30 DECEMBER 31
2008 2007
------ ------
UNAUDITED AUDITED
------ ------
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Short-term bank credit 4 39
Loan from Gamidor Diagnostics -.- 230
Trade payables 173 319
Employees and payroll accruals 5 62
------ ------
Total current liabilities 182 650
------ ------
LONG-TERM LIABILITIES:
Line of Credit from related parties 497 -.-
------ ------
SHAREHOLDERS' DEFICIENCY
Share capital -
Ordinary shares of NIS 0.04 par value - Authorized: 190,000,000 shares as of June
30, 2008 and December 31, 2007; Issued and Outstanding: 42,730,998 and
41,759,498 shares as of June 30, 2008 and December 31, 2007, respectively 445 434
Additional paid-in capital 2,577 1,615
Deficit accumulated during the development stage (3,524) (2,125)
------ ------
Total shareholders' deficiency (502) (76)
------ ------
Total liabilities and shareholders' deficiency 177 574
====== ======
The accompanying notes are an integral part of the consolidated financial
statements.
4
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
FOR THE THREE FOR THE SIX FOR THE YEAR AUGUST 10, 2006
MONTHS ENDED MONTHS ENDED ENDED (DATE OF INCEPTION)
JUNE 30, JUNE 30, JUNE 30, JUNE 30, DECEMBER 31, TO JUNE 30,
2008 2007 2008 2007 2007 2008
----------- ----------- ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (AUDITED)
EXPENSES:
Legal and professional 138 168 361 354 547 1,113
Salaries expense 115 225 271 374 447 899
Travel expense 24 69 95 117 208 368
Loss from expiration of land
purchase option 20 -.- 20 -.- 129 149
Compensation on shares issuance 59 -.- 534 -.- -.- 534
Other expenses 38 27 111 117 235 384
----------- ----------- ----------- ----------- ----------- -----------
Net loss from operations 394 489 1,392 962 1,566 3,447
Interest expense 4 68 7 68 63 77
----------- ----------- ----------- ----------- ----------- -----------
NET LOSS $ 398 $ 557 $ 1,399 $ 1,030 1,629 $ 3,524
=========== =========== =========== =========== =========== ===========
Basic and diluted net loss per
share 0.01 0.01 0.03 0.02 0.04 0.08
=========== =========== =========== =========== =========== ===========
Weighted average number of shares
used in computing basic and diluted
loss per share attributed to Ordinary
shareholders 42,730,998 41,759,498 42,730,998 41,759,498 41,759,498 42,021,725
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
5
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
AUGUST 10, 2006
(DATE OF
FOR THE SIX YEAR ENDED INCEPTION) TO
MONTHS ENDED DECEMBER 31, JUNE 30,
-------------------- ------ ------
JUNE 30, JUNE 30,
2008 2007 2007 2008
------ ------ ------ ------
UNAUDITED AUDITED UNAUDITED
-------------------- ------ ------
OPERATING ACTIVITIES
Net loss (1,399) (1,030) (1,629) (3,524)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense - 1 1 1
Compensation related to share and option
issuance to employees 533 - (63) 489
Expiration of land purchase option 20 - 54 74
Issuance of shares - 10 187 187
Increase in other receivable (19) (5) - (19)
Increase (decrease) in trade payable (146) (47) 255 277
Increase (decrease) in employees and payroll
accruals (36) - 350 472
------ ------ ------ ------
Net cash used in operating activities (1,047) (1,071) (845) (2,043)
------ ------ ------ ------
INVESTING ACTIVITIES
Purchase of computer equipment - - (1) (4)
Cash used in connection with acquisition - - (280) (280)
Repayment of Gamida For Life B.V. debt 397 - - 397
Repayment of loan to Gamidor Diagnostics (230) - - (230)
Investments in land purchase options - (40) (70) (173)
------ ------ ------ ------
Net cash provided by (used in) investing
activities 167 (40) (351) (290)
------ ------ ------ ------
FINANCING ACTIVITIES
Net proceeds from line of credit from
related party 476 1,097 1,216 1,997
Repayment of short term bank credit (35) - - (35)
Purchase of treasury shares - - (68) (68)
Proceeds from issuance of shares 440 - - 441
------ ------ ------ ------
Net cash provided by financing activities 881 1,097 1,148 2,335
------ ------ ------ ------
NET INCREASE (DECREASE) IN CASH 1 (14) (48) 2
CASH AT BEGINNING OF PERIOD 1 49 49 0
------ ------ ------ ------
CASH AT END OF PERIOD 2 35 1 2
====== ====== ====== ======
The accompanying notes are an integral part of the consolidated financial
statements.
6
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: - ORGANIZATION AND BASIS OF PRESENTATION
a. NexGen Biofuels Ltd. (formally: Healthcare Technologies Ltd.) and its
subsidiaries (the "Company" or "NexGen"), is a development stage
company that is currently seeking to develop and/or acquire blending
terminal facilities and, ethanol and bio-diesel plants in the United
States.
NexGen Biofuels Ltd. was established as an Israeli corporation. Prior
to the closing of the Purchase Agreement on December 31, 2007, the
Company's business was in the field of diagnostic and biotech. In
accordance with the Purchase Agreement, dated as of January 16, 2007,
as amended (the "Purchase Agreement"), and consummated on December 31,
2007, by and among, the Company, NexGen Biofuels, Inc., ("NexGen
Bio"), MAC Bioventures Inc., ("MAC"), the parent company of NexGen
Bio, and Gamida for Life B.V., ("Gamida"), the parent company of
NexGen, the Company completed a Plan of Arrangement (the "Plan") as
following:
1. The Company transferred substantially all of its existing assets
and liabilities to Gamida, in consideration for 4,700,000 shares
of the Company held by Gamida.
2. NexGen Bio transferred its principal assets (the "NexGen Assets")
in the ethanol and biodiesel fuel industry consisting of options
to purchase five Greenfield sites in the United States and
permitting for 100 million gallons of annual ethanol or
bio-diesel production capacity per site to NexGen 2007, Inc
("NewCo"), a wholly-owned subsidiary of the Company;
3. The Company issued to MAC and MAC's designees an aggregate of
38,280,000 ordinary shares, representing the $58 million
appraised value of the NexGen Assets divided by $1.50 (the agreed
upon value of NexGen share) less 1%; In addition, the Company
issued 386,666 ordinary shares to one of its directors.
The Plan was subject to shareholders approval which was granted on
December 4, 2007.
Prior to the Plan, the Company had no substantial operations as it
transferred all of its existing assets to Gamida. Therefore, the
financial statements and accompanying notes represent the historical
results of NexGen Bio, unless otherwise stated.
On January 28, 2008, the Company changed its name from Healthcare
Technologies Ltd. to NexGen Biofuels Ltd.
7
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: - ORGANIZATION AND BASIS OF PRESENTATION (CONT.)
b. Development Stage Enterprise
The Company has been in the development stage since its formation on
August 10, 2006. It has primarily been engaged in the development of
blending terminals and ethanol/biodiesel plants while raising capital
to carry out its business plan. The Company expects to continue to
incur significant operating losses and to generate negative cash flow
from operating activities while it develops projects, its customer
base and establishes itself in the marketplace. The Company's ability
to eliminate operating losses and to generate positive cash flow from
operations in the future will depend upon a variety of factors, many
of which the Company may be unable to control. If the Company is
unable to implement its business plan successfully, it may not be able
to eliminate operating losses, generate positive cash flow, or achieve
or sustain profitability, which would materially adversely affect its
business, operations, and financial results, as well as its ability to
make payments on its debt obligations.
c. Going Concern
The Company incurred a net loss of $3,524 thousands for the period
August 10, 2006 (date of inception) through June 30, 2008. As of June
30, 2008 the company had $156 thousands of negative working capital,
$502 thousands shareholders deficiency and $2 thousands of cash. The
Company depends upon capital to be derived from future financial
activities, such as subsequent offerings of its Ordinary Shares, or
debt financing in order to operate and grow the business. There can be
no assurance that the Company will be successful in raising such
capital. The key factors that are not within the Company's control and
that have a direct bearing on operating results include, but are not
limited to, acceptance of the Company's business plan, the ability to
raise capital in the future, the ability to expand its customer base,
and the ability to hire key employees to grow the business. There may
be other risks and circumstances that management may be unable to
predict. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments relating to
recoverability of assets and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern.
d. Basis of Presentation-Interim Financial Statements
The accompanying unaudited consolidated financial statements and
related notes have been prepared in accordance with accounting
principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. Results for
interim periods should not be considered indicative of results for a
full year. These interim consolidated financial statements should be
read in conjunction with the consolidated financial statements and
related notes contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 2007. Except as disclosed in Note 1e
below, the accounting policies used in preparing these consolidated
financial statements are the same as those described in Note 1e to the
consolidated financial statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2007.
8
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: - ORGANIZATION AND BASIS OF PRESENTATION (CONT.)
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair statement of
the results for interim periods have been included. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
e. Impact of recently issued accounting standards:
In September 2006, the FASB issued SFAS No. 157 "Fair Value
Measurements" ("SFAS No. 157"), which establishes a single definition
of fair value and a framework for measuring fair value, sets out a
fair value hierarchy to be used to classify the source of information
used in fair value measurements, and requires new disclosures of
assets and liabilities measured at fair value based on their level in
the hierarchy. This statement applies to other accounting
pronouncements that require or permit fair value measurements. In
February 2008, the FASB issued Staff Positions (FSPs) No. 157-1 and
No. 157-2, which, respectively, removed leasing transactions from the
scope of SFAS No. 157 and deferred SFAS No. 157's effective date for
one year relative to certain nonfinancial assets and liabilities. As a
result, the application of the definition of fair value and related
disclosures of SFAS No. 157 (as impacted by these two FSPs) was
effective for the Company beginning on January 1, 2008 on a
prospective basis with respect to fair value measurements of (a)
nonfinancial assets and liabilities that are recognized or disclosed
at fair value in the Company's financial statements on a recurring
basis (at least annually) and (b) all financial assets and
liabilities. This adoption did not have a material impact on the
Company's consolidated results of operations or financial condition.
The remaining aspects of SFAS No. 157 for which the effective date was
deferred under FSP No. 157-2 are currently being evaluated by the
Company. Areas impacted by the deferral relate to nonfinancial assets
and liabilities that are measured at fair value, but are recognized or
disclosed at fair value on a nonrecurring basis. This deferral applies
to such items as nonfinancial assets and liabilities initially
measured at fair value in a business combination (but not measured at
fair value in subsequent periods) or nonfinancial long-lived asset
groups measured at fair value for an impairment assessment. The
effects of these remaining aspects of SFAS No. 157 are to be applied
by the Company to fair value measurements prospectively beginning on
January 1, 2009. The Company does not expect them to have a material
impact on the Company's consolidated results of operations or
financial condition.
In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option
for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS
No. 159 permits an entity to choose, at specified election dates, to
measure eligible financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. An
entity reports unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting
date. Upfront costs and fees related to items for which the fair value
option is elected are recognized in earnings as incurred and not
deferred. SFAS No. 159 also established presentation and disclosure
requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets
and liabilities. SFAS No. 159 was effective for financial statements
issued for fiscal years beginning after November 15, 2007 (January 1,
2008 for the Company). On the effective date, an entity could elect
the fair value option for eligible items that existed on that date.
The entity was required to report the effect of the first
remeasurement to fair value as a cumulative-effect adjustment to the
opening balance of retained earnings. The Company did not elect the
fair value option for eligible items that existed as of January 1,
2008.
9
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 1: - ORGANIZATION AND BASIS OF PRESENTATION (CONT.)
In December 2007, the FASB issued SFAS No. 141 (revised 2007)
"Business Combinations" ("SFAS No. 141(R)"). Under SFAS No. 141(R), an
entity is required to recognize the assets acquired, liabilities
assumed, contractual contingencies and contingent consideration at
their fair value on the acquisition date. It further requires that
acquisition-related costs be recognized separately from the
acquisition and expensed as incurred, restructuring costs generally be
expensed in periods subsequent to the acquisition date, and changes in
accounting for deferred tax asset valuation allowances and acquired
income tax uncertainties after the measurement period that impact
income tax expenses. In addition, acquired in-process research and
development (IPR&D) is capitalized as an intangible asset and
amortized over its estimated useful life. The adoption of SFAS No.
141(R) will change the Company's accounting treatment for business
combinations on a prospective basis beginning in the first quarter of
fiscal year 2009.
In March 2008, the FASB issued SFAS No. 161 "Disclosures about
Derivative Instruments and Hedging Activities" ("SFAS No. 161"), which
will require increased disclosures about an entity's strategies and
objectives for using derivative instruments; the location and amounts
of derivative instruments in an entity's financial statements; how
derivative instruments and related hedged items are accounted for
under SFAS No. 133, and how derivative instruments and related hedged
items affect its financial position, financial performance, and cash
flows. Certain disclosures will also be required with respect to
derivative features that are credit risk-related. SFAS No. 161 is
effective for the Company beginning on January 1, 2009 on a
prospective basis. The Company does not expect this standard to have a
material impact on the Company's consolidated results of operations or
financial condition.
In December 2007, the U.S. Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin 110 ("SAB 110") to amend the SEC's
views discussed in Staff Accounting Bulletin 107 ("SAB 107") regarding
the use of simplified method in developing an estimate of expected
life of share options in accordance with SFAS No. 123(R). SAB 110 is
effective for the Company beginning in the first quarter of fiscal
year 2008. The Company expects to continue using the simplified
method. As a result the Company does not expect the adoption of SAB
110 will have a significant impact on its consolidated Financial
Statements.
10
NEXGEN BIOFUELS LTD. AND SUBSIDIARIES
(FORMERLY: HEALTHCARE TECHNOLOGIES LTD.)
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
U.S. DOLLARS
NOTE 2: - SHARE CAPITAL
a. On January 9, 2008, the Company sold 150,000 ordinary shares for an
aggregate purchase price of $225 thousands to an accredited investor
in a private placement transaction. In addition, the Company issued
15,000 shares as a 10% commission to the broker responsible for that
transaction.
b. During the first six months of 2008, NexGen issued 465,000 shares of
common stock to employees. The Company has accounted for this award in
accordance with FAS123(R). The total grant date fair value was $ 418
thousands, reflecting the quoted market price of the Company's
Ordinary shares as of the date of grant over the purchase price of $ 0
as compensation expense.
In addition, the Company granted on January 9, 2008, one of its
executives 650,000 options to purchase Ordinary shares of the Company
under the ISO Plan (defined below). The Options have the following
terms, among others: (i) a term of 5 years, subject to earlier
expiration; (ii) an exercise price of $1.50 per share, and (iii)
vesting and exercise rights in five annually equal installments of
130,000 shares each. The Company has accounted for this award in
accordance with FAS123(R). The fair value of each option award is
estimated on the date of grant using a Black-Scholes option pricing
model. In June 2008, effective as of June 1 2008, the employment
agreement with the executive was terminated by mutual agreement. The
total grant fair value recorded was $ 28 thousands.
c. According to the Purchase Agreement, the Company granted to Israel
Amir 386,666 Ordinary Shares for his willingness to commit to serve as
a director of the Company for a period of no less than two years after
the Closing. The Company has accounted for this award in accordance
with FAS123(R). The total grant date fair value was $ 352 thousands,
reflecting the quoted market price of the Company's Ordinary shares as
of the date of grant over the purchase price of $ 0 as compensation
expense, ratably over the release two years period of the restricted
shares.
NOTE 3: - INVESTEMENTS IN LAND PURCHASE OPTIONS
Due to the depressed state of the ethanol/biodiesel industry, coupled with
lack of Greenfield project financing for ethanol/biodiesel projects, the
Company will not extend any of the land options upon expiration. When the
market conditions improve, the Company will either, renew these options,
replace them with fully permitted sites, or acquire operating facilities,
as market and financing opportunities permit. Nonetheless:
On January 7 2008, the Company paid $7.5 thousands to extend the option to
purchase land in Ottawa County, Ohio until July 12, 2008.
In January 2008, the Company extended its option to purchase land in
Reedsburg Wisconsin to April 15, 2008. This option was extended again
during April 2008 until July 15, 2008. This option was further extended
until November 2008
In addition, In April 2008, the Company extended the option to purchase
land in Shelby County, Indiana, to January 20, 2009.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the "Report") of NexGen Biofuels Ltd., an
Israeli corporation (formerly known as Healthcare Technologies Ltd.) (the
"Company," "NexGen," "we," "us" and "our"), contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. This Report
includes statements regarding our plans, goals, strategies, intent, beliefs or
current expectations. These statements are expressed in good faith and based
upon a reasonable basis when made, but there can be no assurance that these
expectations will be achieved or accomplished. These forward looking statements
can be identified by the use of terms and phrases such as "believe," "plan,"
"intend," "anticipate," "target," "estimate," "expect," and the like, and/or
future-tense or conditional constructions ("will," "may," "could," "should,"
etc.). Items contemplating or making assumptions about, actual or potential
future sales, market size, collaborations, and trends or operating results also
constitute such forward-looking statements.
Although forward-looking statements in this report reflect the good faith
judgment of management, forward-looking statements are inherently subject to
known and unknown risks, business, economic and other risks and uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements. Readers are urged not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission ("SEC") which
attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, results of operation and cash flows,
including the in the field of ethanol and bio-diesel fuel production under "Risk
Factors" in Item 1A of our Annual Report on Form 10K for the fiscal year ended
December 31, 2007. If one or more of these risks or uncertainties materialize,
or if the underlying assumptions prove incorrect, our actual results may vary
materially from those expected or projected.
OVERVIEW
NexGen is currently in the process of seeking to raise capital to develop,
construct, and/or acquire, own, and operate ethanol and biodiesel blending
terminal facilities in the United States.
NexGen is pursuing a vertically integrated strategy involving the blending of
ethanol and biodiesel through developing/acquiring of blending terminal and
production facilities. The Company plans to build the blending terminal
following the receipt of phase-I financing.
In order to be responsive to changing market conditions in the ethanol and
bio-diesel industries, and in the capital markets, we intend to postpone our
plans to construct or and/or acquire ethanol and bio-diesel plants in favor of
developing a blending terminal first. Two non binding letters of intent
("LOI's") for purchase of the majority interest in two separate ethanol
production facilities expired during May 2008 and have not been renewed. The
Company intends to renegotiate those LOI's and/or consider other opportunities
to acquire or construct operating plants as soon as market conditions improve to
the point that conditions become favorable for such developments.
In NexGen's view, controlling assets at both ends of the ethanol and biodiesel
value chains offer a highly effective means for buffering the operating and
financial impacts caused by ethanol and biodiesel price volatility resulting
from feedstock and production output supply/demand imbalances.
12
GENERAL
In accordance with the Purchase Agreement, on December 31, 2007, the Company
completed the Plan pursuant to which the Company transferred substantially all
of its existing business and assets in the field of biotechnology and medical
devices to Gamida For Life B.V. and acquired NexGen Bio's principal assets in
the field of ethanol and bio-diesel fuel production.
The Plan was treated as a reverse merger of the Company for financial accounting
purposes. Accordingly, the historical financial statements of the Company before
the Plan will be replaced with the historical financial statements of NexGen Bio
before the Plan in all future filings that the Company makes with the SEC,
including this Report.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS AND SIX MONTHS PERIODS ENDED JUNE 30, 2008 AND
2007 (IN THOUSANDS)
NexGen is a development stage company which has not yet generated any revenues
from operations, but which has operational costs related to our efforts to plan,
develop, construct and/or acquire biofuels business. These costs include legal
and professional costs, salaries, travel and other.
The legal and professional costs amounted to $138 for the three months ended
June 30, 2008 compared to $168 for the three months ended June 30, 2007. The
legal and professional costs amounted to $361 for the six months ended June 30,
2008 compared to $354 for the six months ended June 30, 2007.
The salaries for the three months ended June 30, 2008 amounted to $115 compared
to $225 for the three months ended June 30, 2007. The salaries for the six
months ended June 30, 2008 amounted to $271 compared to $374 for the six months
ended June 30, 2007.
The travel expenses for the three months ended June 30, 2008 amounted to $24
compared to $69 for the three months ended June 30, 2007. The travel expenses
for the six months ended June 30, 2008 amounted to $95 compared to $117 for the
six months ended June 30, 2007. Travel costs are for travel in the U.S. and out
of the U.S. in connection with the land purchase options, the Purchase Agreement
during 2007 and, our efforts to raise funds during 2008.
During the three months ended June 30, 2008, we had $ 59 in compensation
expenses related to the issuance of shares and option shares to employees and a
director, compared to $0 compensation expenses for the comparable period of
2007. During the six months ended June 30, 2008, we had $ 534 in compensation
expenses related to the issuance of shares and option shares to employees and a
director, compared to $0 compensation expenses for the comparable period of
2007.
Net loss for the three months ended June 30, 2008 amounted to $398 and $557 for
the three months ended June 30, 2007. Net loss for the six months ended June 30,
2008 amounted to $1,399 and $1,030 for the three months ended June 30, 2007.
13
LIQUIDITY AND CAPITAL RESOURCES (IN THOUSANDS)
The Company's working capital was a negative of $ 156 at June 30, 2008, compared
to a negative of $287 at June 30, 2007. Historically, our cash needs have been
satisfied primarily through proceeds from private placements of our equity
securities and related party advances. We expect to continue to be required to
raise capital in the future, but cannot guarantee that such financing activities
will be sufficient to fund our current and future projects and our ability to
meet our cash and working capital needs.
Net cash used in operating activities amounted to $1,047 for the six months
period ended June 30, 2008 compared to $ 1,071 net cash used in operating
activities for the six months ended June 30, 2007.
Cash provided by investing activities amounted to $ 167 for the six months
period ended June 30, 2008 compared to $(40) used in investing activities in the
six months ended June 30, 2007.
Cash provided from financing activities amounted to $881 for the six months
period ended June 30, 2008 compared to $ 1,097 for the six months ended June 30,
2007. Financing activities for both periods represent net cash received from the
Company's controlling shareholder for the development of NexGen's business.
Additionally, during the first quarter of fiscal 2008 we raised approximately
$225 through cash generated by the sale of stock via a private offering.
We have an unsecured line of credit in the amount of $500 available through its
controlling shareholder. We believe these funds will be sufficient to fund our
current operations until we obtain the third-party financing to fund the first
phase of our business plan. However, additional funding may not be available
when required or it may not be available on favorable terms. Without adequate
funds, we may need to significantly reduce or refocus our plan of operations or
obtain funds through arrangements that may require us to relinquish rights to
certain or potential markets, either of which could have a material adverse
effect on our business, financial condition and results of operations. Failure
to secure additional financing in a timely manner and on favorable terms when
needed will have a material adverse effect on the Company's ability to continue
as a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
As of June 30, 2008, the Company was not subject to any off balance agreements,
other then the office lease agreement disclosed under Item 2 "Description of
Property" in our Form 10K.
ITEM 3. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
The Company performed an evaluation of the effectiveness of its
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended) as of
the end of the period covered by this Report. Based on the Company's
evaluation, the Company's management, including the chief executIVE
officer and principal financial officer, has concluded that the
Company's disclosure controls and procedures as of the end of the
period covered by this Report were effective.
(b) Change in Internal Control over Financial Reporting. No change in the
Company's internal control over financial reporting occurred during
the Company's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect the Company's internal
control over financial reporting.
(c) Management believes that a controls system, no matter how well
designed and operated, cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.
14
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
N/A
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
N/A
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5 OTHER INFORMATION
In accordance with an agreement dated as of June 17, 2008, effective as of June
1, 2008, the employment of our Chief Financial Officer who was based in Israel
was terminated by mutual agreement of the Company and the executive. The Company
has begun a search in the United States for a replacement CFO.
ITEM 6 EXHIBITS
Exhibit Number, Name and/or Identification of Exhibit
15
INDEX TO EXHIBITS
(D) EXHIBITS
EXHIBIT NO. INCORP. BY REFERENCE DESCRIPTION
- ----------- -------------------- -----------
3.1 1.1(1) Memorandum of Association of the Registrant, as amended
3.2 1.2(2) Articles of Association, restated to include all amendments in
effect as of December 31, 2006
3.3 1.3(3) Amendment to Articles of Association
10.1 4.34(2) Purchase Agreement between Healthcare Technologies Ltd., Gamida For
Life B.V., MAC Bioventures Inc. and NexGen Biofuels Inc.
10.2 4.35(3) Amendment No. 1 to Purchase Agreement.
14 11(2) Code of Ethics
21 (4) List of Subsidiaries
31.1 * Certification of Principal Executive Officer required by Rule
13a-14(a) under the Exchange Act
31.2 * Certification of Principal Financial Officer
required by Rule 13a-14(a) under the Exchange Act
32.1 * Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2 * Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.1 4.33(5) Audit Committee Charter
99.2 4.36(6) AAA Valuation dated May 4, 2007 and letter dated July 13, 2007.
99.3 4.37(6) Valuation from David Boas Business Consultant Ltd., dated January
20, 2007.
- ----------
*Filed herewith.
(1) Incorporated by reference to the Registrant's Annual
Report on Form 20-F for the Fiscal year ended December
31, 1997.
(2) Incorporated by reference to the Registrant's Annual
Report on Form 20-F for the Fiscal year ended December
31, 2006.
(3) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated December 31, 2007.
(4) Incorporated by reference to the Consolidated Financial
Statements that are filed as a part of this Form 10-K.
(5) Incorporated by reference to the Registrant's Annual
Report on Form 20-F for the Fiscal year ended December
31, 2004.
(6) Incorporated by reference to the Registrant's Proxy
Statement filed as an exhibit to the Registrant's Form
6-K dated August 2007, filed on August 16, 2007.
16
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized:
NEXGEN BIOFUELS LTD.
Dated: August 14, 2008
By: /s/ J. Ram Ajjarapu
-----------------------
J. Ram Ajjarapu
Chief Executive Officer
[and acting principal financial officer]
17