U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2006
Commission File Number: 000-17064
IMPLANT TECHNOLOGIES, Inc.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1430130
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5353 Manhattan Circle Suite 101 Boulder, Colorado 80303
-------------------------------------------------------
(Address of principal executive offices including zip code)
(303) 499-6000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
Yes X No
--- ---
As of December 31, 2006, the Registrant had 99,408,464 shares of common stock,
$.01 par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
INDEX
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Page
Number
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Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of December 31, 2006
(unaudited) and June 30, 2006 2
Statements of Operations, Three Months
ended December 31, 2006 and 2005 (unaudited) 3
Statements of Operations, Six Months
ended December 31, 2006 and 2005 (unaudited) 4
Statements of Cash Flows, Six Months
ended December 31, 2006 and 2005 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
IMPLANT TECHNOLGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, June 30,
2006 2006
(Unaudited) (See Note 1)
------------ ------------
Current Assets
Cash 9,955 --
------------ ------------
Total Current Assets 9,955 --
------------ ------------
Total Assets $ 9,955 $ --
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts Payable $ 16,842 $ --
------------ ------------
Total Current Liabilities 16,842 --
------------ ------------
Total Liabilities 16,842 --
------------ ------------
Stockholders' (Deficit):
Common Stock, $.01 par value,
800,000,000 shares authorized
99,408,464 and 19,408,464
shares issued and outstanding
respectively 994,085 194,085
Additional paid-in capital 2,560,103 3,340,103
Accumulated (deficit) (3,534,188) (3,534,188)
Subscriptions Receivable (10,000) --
Accumulated (deficit) during development stage (16,887) --
------------ ------------
Total Stockholders' (Deficit) (6,887) --
------------ ------------
Total Liabilities and Stockholders' (Deficit) $ 9,955 $ --
============ ============
The accompanying notes are an integral part of the financial statements.
2
IMPLANT TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
December 31, December 31,
2006 2005
------------ ------------
Revenues $ -- $ --
------------ ------------
Expenses:
Audit Fees 10,000 --
Attorney Fees 774 --
Bank Charges 45 --
Transfer Agent Fees 961 --
Edgar Filing Fees 322 --
Mailing fees 1,931 --
General Corporate Fees 40 --
------------ ------------
Net (Loss) $ (14,073) --
------------ ------------
Per Share $ nil $ nil
============ ============
Weighted Average Number of Shares Outstanding 41,846,336 19,408,464
============ ============
The accompanying notes are an integral part of the financial statements.
3
IMPLANT TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the
Period from
April 26,
2006 (date of
reinstatement)
Six Months Ended through
December 31, December 31, December 31,
2006 2005 2006
------------ ------------ -------------
Revenues $ -- $ -- $ --
------------ ------------ -------------
Expenses:
Audit Fees 10,000 -- 10,000
Attorney Fees 2,704 -- 2,704
Bank Charges 45 -- 45
Transfer Agent Fees 1,845 -- 1,845
Edgar Filing Fees 322 -- 322
Mailing Fees 1,931 -- 1,931
General Corporate Fees 40 -- 40
------------ ------------ -------------
Net (Loss) $ (16,887) (--) (16,887)
------------ ------------ -------------
Per Share $ nil $ nil $ nil
============ ============ =============
Weighted Average Number of Shares
Outstanding 30,627,400 19,408,464 27,650,948
============ ============ =============
The accompanying notes are an integral part of the financial statements.
4
IMPLANT TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Period from
April 26,
2006 (date of
reinstatement)
Six Months Ended through
December 31, December 31, December 31,
2006 2005 2006
------------ ------------ -------------
Cash Flows from Operating Activities:
Net (loss) $ (16,887) $ -- $ (16,887)
Adjustments to reconcile net loss
To net cash used in operating
activities:
Increase in Accounts Payable 16,842 -- 16,842
------------ ------------ ------------
Net Cash (Used in) Operating
Activities (45) -- (45)
------------ ------------ ------------
Cash Flows from Investing
Activities -- -- --
------------ ------------ ------------
Cash Flows from Financing
Activities
Issuance of Common stock 20,000 -- 20,000
Subscriptions Receivable (10,000) -- (10,000)
------------ ------------ ------------
Net Cash Provided by Financing
Activities 10,000 -- 10,000
------------ ------------ ------------
Increase (Decrease) in Cash 9,955 -- 9,955
Cash, Beginning of Period -- -- --
------------ ------------ ------------
Cash, End of Period $ 9,955 $ -- $ 9,955
============ ============ ============
Interest Paid $ -- $ -- $ --
============ ============ ============
Income Taxes Paid $ -- $ -- $ --
============ ============ ============
The accompanying notes are an integral part of the financial statements.
5
IMPLANT TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 (Unaudited)
(1) Unaudited Financial Statements
The balance sheet as of December 31, 2006, the statements of operations and the
statements of cash flows for the three month and six month periods ended
December 31, 2006 and 2005, have been prepared by Implant Technologies, Inc.
(Company) without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures, normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America, have been
condensed or omitted as allowed by such rules and regulations, and the Company
believes that the disclosures are adequate to make the information presented not
misleading. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and changes in financial position at December
31, 2006 and for all periods presented, have been made.
It is suggested that these statements be read in conjunction with the June 30,
2006 audited financial statements and the accompanying notes included in the
Company's Registration on Form 10SB12G, filed with the Securities and Exchange
Commission.
(2) Basis of Presentation
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital and stockholders' deficits and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations. However, the Company has sustained losses from operations and has
net capital and working capital deficits, which raises substantial doubt about
its ability to continue as a going concern.
Management has opted to resume the filing of Securities and Exchange Commission
(SEC) reporting documentation and then to seek a business combination.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern.
(3) Development Stage Company
Based upon the Company's business plan, it is a development stage enterprise
since planned principal operations have not yet commenced. Accordingly, the
Company presents its financial statements in conformity with the accounting
principles generally accepted in the United States of America that apply in
establishing operating enterprises. As a development stage enterprise, the
Company discloses the deficit accumulated during the development stage and the
cumulative statements of operations and cash flows from commencement of
development stage to the current balance sheet date. The development stage began
in April 2006 when the Company was reinstated as a Minnesota corporation.
6
IMPLANT TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 (Unaudited)
(4) Common Stock
Pursuant to the Articles of Incorporation as amended, the Company is authorized
to issue 800,000,000 common shares with a par value of $.01.
During October 1982, the Company completed a public offering pursuant to a
registration on Form S-18 under the Securities Act of 1933, in the offering to
the public of 2,000,000 shares at $0.25 per share totaling $500,000. Net
proceeds to the Company after deducting costs of the offering of $50,000,
amounted to $450,000. Between December 1982 and April 1991 the issued common
stock to pay for services and debts of the Company.
On December 4, 2006, the Company issued 80,000,000 shares of its common stock to
two individuals, (Sanford Schwartz and Michael Friess), for $10,000 cash payment
and a $10,000 note payable to the Company. This transaction resulted in a change
in control of the Company.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Implant Technologies, Inc., the "Company" was incorporated under the laws of the
state of Minnesota in 1980. The Company was formed for the purpose of developing
and marketing medical products.
The Company generated no revenues during the quarter ended December 31, 2006,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company has limited capital. The Company anticipates operational costs will
be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At December 31, 2006, the Company had no material commitments for capital
expenditures.
ITEM 3 CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
In December 2006, the Company issued 80,000,000 shares of its common stock to
two individuals, for $10,000 cash payment and a $10,000 note payable to the
Company.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On November 17, 2006 an annual meeting of shareholders was held where
shareholders approved the increase in authorized shares from 20 million shares
to 800 million shares, the adoption of Amended and Restated Articles of
Incorporation and the election of three nominated Directors.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31(1) Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) or Rule 15d-14(a).
31(2) Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) or Rule 15d-14(a).
32(1) Certification of Chief Executive Officer Pursuant to Rule
13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32(2) Certification of Chief Financial Officer Pursuant to Rule
13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K:
NONE
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this quarterly report to be signed
on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT Implant Technologies, Inc.
BY(Signature) /s/ Michael Friess
(Name and Title) Michael Friess, President, Chief
Executive Officer
(Date) February 13, 2007
BY(Signature) /s/ John Venette
(Name and Title) John Venette, Treasurer,
Secretary and Chief Financial Officer
(Date) February 13, 2007
10