Annual Report — Small Business — Form 10-KSB Filing Table of Contents
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(Address
of Principal Executive Office) (Zip Code)
(813)
264-2241
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, without par value
(Title
of
Class)
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 a 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 o No x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-KSBor any amendment to
this Form 10-KSB. o
Indicate
by check mark whether the Registrant is an accelerated filer (as defined in
Rule
12b-2 of the Act): Yes o No
x
State
issuer’s revenue for its most recent fiscal year: $656,802
The
approximate aggregate market value of voting and non-voting stock held by
non-affiliates of the registrant was $5,308,195 as of March 30, 2006. The shares
of Common Stock held by each current executive officer and director and by
each
person who is known to the Company to own 5% or more of the outstanding Common
Stock have been excluded from this computation on the basis that such persons
may be deemed affiliates.
The
determination of affiliate status is not a conclusive determination for other
purposes.
Submission
of Matters to a Vote of Security Holders
14
Part
II
Item
5.
Market
for Registrant’s Common Stock and Related Stockholder
Stockholder
Matters
15
Item
6.
Management’s
Discussion and Analysis or Plan of Operations
18
Item
7.
Financial
Statements
37
Item
8.
Changes
in and Disagreements with Accountants on
Accounting
and Financial Disclosure
37
Item
8A.
Controls
and Procedures
38
Part
III
Item
9.
Directors,
Executive Officers, Promoters and Control Persons
39
Item
10.
Executive
Compensation
42
Item
11.
Security
Ownership of Certain Beneficial Owners and
Management
and Related Stockholder Matters
44
Item
12.
Certain
Relationships and Related Transactions
45
Item
13.
Exhibits
46
Item
14.
Principal
Accountant Fees and Services
51
2
PART
I
Item
1. Business
Nanobac
Pharmaceuticals, Incorporated and its subsidiaries (which may be referred to
as
“Nanobac”, “the Company”, “NNBP”, “we”, “us”, or “our”) is a research-based
bio-lifescience company formed in 1994 as a Florida corporation. The current
business described below commenced in June 2003 with the acquisition of
NanobacLabs Pharmaceuticals, Inc and after emergence from bankruptcy in November
2002.
Our
business strategy is to continue our research of Nanobacteria, also called
Calcifying Nano-Particles (CNPs), which will ultimately lead to drug discovery
and the development of diagnostic products. This strategy has been solidified
during the past few months with the creation of Nanobac’s Research and
Development Committee, which shall be responsible for prioritizing the research
objectives. During March 2006, we decided to terminate the marketing and selling
of dietary supplements in order for the Company to focus exclusively on the
science related to CNPs, which we believe will lead to drug discovery and the
development of diagnostic products for the detection and treatment of calcific
diseases.
Our
researchers have discovered a novel mineralized pathogen that we believe is
responsible for numerous chronic diseases affecting humankind. The Company's
pioneering research is establishing the pathogenic role CNPs in human disease.
CNPs are extremely tiny, mineral forming units composed of calcium and
phosphate, two primary components of bones and teeth. Because of the
mineralizing properties of nanobacteria, they have also been called calcifying
nano-particles (CNPs).
CNPs
have
been detected in urine and kidney stones, bile and gall bladder stones,
atherosclerotic plaques, heart valves, Polycystic Kidney Disease cysts, liver
cysts and human & fetal bovine serum. We believe that blood-borne CNPs form
slow-growing calcified colonies in arteries and organs, much as coral reefs
are
formed. While calcification is a normal process for building healthy bones
and
teeth, calcification also plays a role in other conditions related to diseases.
The medical industry has long known that calcium deposits, or pathologic
calcifications, exist in a number of diseases including, coronary artery
disease, kidney stones, breast cancer, prostatitis, rheumatoid arthritis, lupus,
and Parkinson's disease to name a few. However, the cause of pathologic
calcification has remained a mystery. At the same time, new research is
demonstrating that inflammation is at the heart of diseases like arthritis,
rheumatoid arthritis, heart disease, prostatitis and others. Controlling the
inflammatory response is related to controlling the substances that start the
inflammatory cascade. We believe that CNPs initiate the inflammatory cascade
and
are involved in the above mentioned diseases.
3
We
believe that our research will lead to a better understanding of CNPs and their
role in disease. This in turn will enable us to discover drugs or drug
combinations to treat calcification diseases and to develop better diagnostic
tests to detect the presence of CNPs. CNPs represent a unique and unifying
drug
target found in many of chronic disease. Our drug discovery and development
efforts are focused on applying new and existing compounds that effectively
inhibit, destroy or neutralize the particles. Our business strategy is to
develop, license and commercialize compounds to address the unmet needs of
patients within the cardiovascular and urological disease markets. Nanobac
researchers are investigating compounds targeted to CNPs in a wide range of
calcific diseases.
While
there is still a long way to go in the study of CNPs, we are pleased with the
results we have achieved thus far and we are optimistic about the prospects
for
the future development of diagnostic tests and treatments for calcification
diseases caused by - or associated with - CNPs.
Research
Nanobacterial
research is ongoing around the world. Our lead scientists Olavi Kajander and
Neva Ciftcioglu, have formed multidisciplinary alliances with top researchers
including: Marshall Stoller, University of California San Francisco; Rune
Eliasson, Sweden; Hojatollah Vali, McGill University, Canada; Mayo Clinic,
Rochester, Minnesota; University of South Florida; Iowa State University; D.
Shoskes, Cleveland Clinic; Garcia-Cuerpo, Spain; China Ghangsha
group; Sommer, Univ. of Ulm; Pretorius, South-Africa; G. Epstein/J.T.
Salonen; Tom & Marcia Hjelle, Univ. of Illinois; Y. Av-Gay, University
of British Columbia; and R. Berger, Miami Heart Institute, Miami FL. We intend
to serve as the nexus for research scientists and become the premier leader
in
nanobacterial research and distribution of knowledge. We generally retain the
rights for the commercialization of intellectual property that result from
these
collaborative studies.
To
date,
these collaborations have resulted in the publishing of over 80 articles,
numerous abstracts and book chapters. Example publications since 1998 include
articles in Science, Nature and Nature Medicine, Proceedings of the National
Academy of Sciences, Lancet, Urology, New Scientist, Molecular Medicine, PDA
Journal, Kidney International, Circulation, Journal of Pathophysiology, and
American Society for Microbiology.
In
2004,
we entered into a Space Act Agreement with NASA’s Johnson Space Center (“JSC”),
Houston Texas, to collaborate on the research of nanobacterium sanguineum and
its nature and role in pathological calcification, including the detection
and
treatment of the pathogen. Since Astronauts may be more prone to an increased
rate of pathological calcification while in a zero gravity environment, the
collaboration will support NASA’s need to better understand the effects of
long-term space travel on humans. In addition, Nanobac’s work provides a model
for studying mineralized organic matters that could aid NASA in the search
for
extraterrestrial life.
Nanobac
co-founder and Director of Science, Neva Ciftcioglu, Ph.D. will remain at NASA
JSC as Staff Scientist and principal researcher. Under the agreement, NASA
will
provide workspace at JSC for Nanobac’s personnel located at JSC. The agreement
further provides Nanobac the opportunity to work together with a
multidisciplinary team of NASA researchers while having access to basic
laboratory services for CNPs science, including electron microscopy, molecular
biology and geology-mineralogy research facilities. Projects ranging from
searching for CNPs biosignatures in earth fossils and in Mars meteorites to
diagnosing and treating CNPs are anticipated. Nanobac will provide JSC with
equipment and specialty supplies for CNP research and apply its pioneering
diagnostic and treatment experience in the field.
4
We
own
the rights for the commercialization of intellectual property that results
from
our collaborative research at NASA JSC. However, the U.S. Federal Government
retains the right to use this intellectual property for U.S. Government purposes
without compensation to us.
Diagnostics
We
have
developed two diagnostic assays to identify the presence of Nanobacteria in
blood. Nanobac OY diagnostics division manufactures and markets in vitro
diagnostic (IVD) kits and reagents for the detection of Calcifying
Nano-Particles. Products include our NanoCapture™ (measures levels of
Nanobacterial antigen) and Nano-Sero™ (measures whether a patient has been
exposed to Nanobacteria) ELISA assays and our Nano-Vision™ line of
immunohistochemical reagents.
An
antigen is generally defined as a substance that, when introduced into the
body,
stimulates the production of an antibody. An antibody is generally defined
as
any of various proteins in the blood that are generated in reaction to foreign
proteins or polysaccharides, neutralize them, and thus produce immunity against
certain microorganisms or their toxins.
Beginning
in 2004, we contracted with Medicorp, Inc., for the production of NANO-CAPTURE
and NANO-SERO Assays. Medicorp was Canada's largest, independent ISO
9001-certified manufacturer and distributor of immunodiagnostic and microbiology
products. During November 2005, Medicorp completed the initial production run
for the above two assays. Future production will be conducted from our Nanobac
OY research laboratory in Kuopio, Finland.
We
have
received notification of CE Mark status in early 2005 for our NANO-CAPTURE
and
NANO-SERO test kits, which is necessary for distribution of our kits in Europe.
Also during 2005, we jointly agreed with Oxoid Ltd. (“Oxoid”) to discontinue our
distribution agreement for territories in Europe, Brazil and Australia. Our
goal
is to develop diagnostic assays that will be globally distributed for a variety
of diseases associated with nanobacterial infection and pathologic
calcification. While we intend to market the NANO-CAPTURE and NANO-SERO test
kits through a distributor network, we are limiting our marketing investment
in
order to provide greater funding to our research programs. Further, our
diagnostic tests will facilitate further research into the cause and effect
of
CNPs and will allow researchers the ability to measure changes in levels of
CNPs
in their test patients. Because of our decision to expend our resources on
research instead of marketing, we do not anticipate meaningful revenue from
our
diagnostic kits in fiscal 2006.
Nanobac
OY Clinical Laboratory provides specialized clinical laboratory testing services
to clinicians, hospitals, and laboratories. We specialize in providing advanced
technologies for the detection and characterization of Calcifying Nano-Particles
in human samples. Nanobac OY Clinical Laboratory is fully accredited by the
Social Health Ministry of Finland. Because of our decision to expend our
resources on research instead of marketing, we do not anticipate meaningful
revenue from our clinical laboratory services in fiscal 2006.
5
The
Role of CNPs in Calcification Associated Diseases
Urological
Diseases
Researchers
have shown a relationship between CNPs and urological diseases such as chronic
prostatitis/chronic pelvic pain syndrome (CP/CPPS), kidney stones, and PKD.
Until these studies, no single infection, viral or bacterial, had been
identified that could have caused the progression of these
diseases.
Nanobac
has focused on investigating the relationship between CNPs and these urological
diseases.
Chronic
prostatitis/chronic pelvic pain syndrome (CP/CPPS) is a disease in males defined
by pelvic pain and/or ejaculatory and/or urinating pain/discomfort lasting
longer than 3 months. At any time 2-10% of adult men are suffering from CP
symptoms and 15% of men will suffer from CP symptoms at some point of their
lives. In the United States, more than 2 million men per year will visit their
physician for CPPS. The cause for CP/CPPS is frequently unknown and thus the
therapies are mostly empirical and target the symptoms. Antimicrobial and
anti-inflammatory agents and a-adrenergic
receptor blockers are frequently used, and seem to relieve the symptoms in
many
patients. However, men with refractory long-standing symptoms present a
substantial problem to general practioners, internists and urologists, as the
current therapies have inconsistent effects on the patient’s symptoms.
Persistent unknown cause behind the symptoms leads to a situation where no
evidence based medicine can be used as a basis for therapeutic
efforts.
The
prostatitis syndromes are a group of disorders with varying symptoms and
probably diverse etiologies. Prostatitis is divided into four types. CP/CPPS
type III accounts for the majority of CP/CPPS patients seen in an average
urology practice. These patients often have prostatic calcification. The
presence of prostatic calculi in younger men is associated with both
inflammation and symptoms of CPPS. While prostatic calcification is often
detected in asymptomatic older men who undergo prostate biopsy, the presence
and
degree of calcification in younger CP/CPPS patients can be striking. One
hypothesis is that prostatic calculi in the prostatic ducts may increase
intraprostatic pressures and lead to pain and swelling. Furthermore, the core
of
prostatic calculi is typically calcium apatite, which is the hallmark of CNPs
action. This association led researchers to postulate a role for CNPs in the
development of CP/CPPS. Indeed, preliminary research comparing serum of men
with
a diagnosis of prostatitis with serum from unaffected men revealed significantly
higher rates of CNP antigen by ELISA analysis in the prostatitis
group.
Kajander
and Ciftcioglu proposed a new etiology for CP/CPPS, simply because we have
found
that these patients very often have very high levels of CNPs in their blood.
CNPs carry important players of inflammation and cell death on their surface.
It
has been shown in
vitro
that
CNPs can kill cultured mammalian cells and can cause cell damage.
When
15
human diseases were investigated for the presence of CNPs in peripheral blood,
CP/CPPS patients showed the highest values of CNPs. A strategy to treat CP/CPPS
should be based upon a new understanding of the basic disease process calcific
inflammation.
6
A
recent
observational study of prostatitis patients, led by Daniel A. Shoskes, M.D.,
of
Cleveland Clinic Florida, published in the leading peer-reviewed urology
journal, The Journal of Urology, demonstrated a significant improvement in
the
symptoms of chronic prostatitis / chronic pelvic pain syndrome for those
patients who took Nanobac Supplements for a period of three months. The treated
group of 16 patients had prostatic stones and longstanding Chronic Pelvic Pain
Syndrome (“CPPS”) symptoms that were not responsive to prior conventional
therapies. Two of the patients in the test group who had been on complete
medical disability have returned to work.
Kidney
Stones:
Kidney
stones are one of the most common disorders of the urinary tract. A kidney
stone
is a solid piece of material that forms in the kidney out of substances in
the
urine. A problem stone can block the flow of urine and cause great
pain.
Several
studies conducted by prominent medical researchers have collectively shown
CNPs
as a probable cause of kidney stone formation. Depending upon the patient
population, researchers have found that 62% to 97% of kidney stones have CNPs.
The presence of CNPs is independent of the type of kidney stone.
It
is
believed that CNPs create the calcific deposits that are physically present
in
the kidney stones and therefore may be the cause of kidney stone
formation.
The
Company has been working with scientists at NASA to research the effects of
CNPs
in the formation of kidney stones during space flights. Neva Ciftcioglu, the
Company’s Director of Science, and a team of NASA scientists used multiple
techniques to determine that CNPs multiply faster in space flight simulated
conditions than on Earth. This determination is especially important to NASA
as
it indicates that astronauts on future long-term missions to the moon and Mars
are at an increased risk for developing kidney stones.
The
Company is continuing its collaboration with NASA. The observation that CNPs
grow faster in conditions simulating the microgravity conditions of space also
allows researchers to grow cultures faster. A problem facing researchers in
studying CNPs had been in developing a sufficient amount of material. CNPs
double about once every three days compared to typical bacteria which doubles
about every 20 minutes.
Polycystic
Kidney Disease (“PKD”):
Polycystic
kidney disease (“PKD”) is a genetic disorder characterized by the growth of
numerous cysts in the kidneys. PKD cysts can slowly replace much of the mass
of
the kidneys, reducing kidney function and leading to kidney failure.
Studies
have shown that 100% of kidney cyst fluids and urine were positive for
Nanobacteria. Nanobac plans to initiate research trials that will evaluate
the
link between Nanobacteria and PKD.
7
Cardiovascular
Diseases
The
most
serious and widespread of the diseases caused by calcified plaque are
atherosclerosis (hardening of the arteries) and coronary heart disease. Coronary
heart disease is caused by a narrowing of the coronary arteries that feed the
heart, which may be caused by the build-up of CNPs.
Many
cardiovascular researchers have shown that atherosclerosis might be the
life-long result of our bodies’ various healing mechanisms and inflammatory
responses to infection. Researchers have sought to isolate an infectious agent
that is present in our tissues that could stimulate the development of
atherosclerotic plaques. Until recently, no single infection, viral or
bacterial, had been implicated.
Three
recently published studies conducted by prominent medical researchers have
collectively shown that CNPs might be the previously unidentified agent involved
in the development of atherosclerotic heart disease. A group of researchers
at
the Mayo Clinic, led by Virginia Miller, PhD showed that CNPs are present in
calcified atherosclerotic coronary arteries and heart valves.
Cardiovascular
researcher Benedict Maniscalco, MD published a study that showed that patients
with severe coronary artery disease tested positive for nanobacterial antigen.
The study also indicated that a majority of cardiac patients that received
the
Nanobac Supplements had a decrease in their coronary artery calcium scores.
Angina was decreased or ablated in 16 of 19 patients. Lipid (fats and fat like
materials) profiles also improved in most patients. Dr. Maniscalco’s study
concluded that the coronary artery calcium scores of most coronary artery
disease patients decreased during the period they used the Nanobac Supplements
inferring regression of calcified coronary artery plaque volume. The patients
tolerated the therapy well and their angina and lipid profiles improved.
Also,
at
a recent American Heart Association scientific session, one of the world’s most
prominent heart disease researchers, Stephen E. Epstein, MD, Director of the
Cardiovascular Research Institute at Washington Hospital Medical Center in
Washington D.C., reported that 94% of people with calcified coronary arteries
have nanobacterial infection as measured by the Company’s Nanobacterial Antibody
Assay, and that antibody results correlated with coronary calcification scoring.
Therefore, the Nanobacterial Antibody Assay may be a predictor of patients
with
high levels of calcium in their coronary arteries. These patients are at the
highest risk for a heart attack. Thus, the Nanobacterial Antibody Assay could
be
used as a biomarker that may predict which patients are at greatest risk for
a
heart attack.
The
collective weight of the three studies suggests that CNPs infection may be
the
previously unknown infectious agent associated with atherosclerotic plaque.
The
physical presence of CNPs in the diseased artherosclerotic tissues and the
correlation with heart disease calcification levels suggests that long-term
CNP
presence may be involved in the development of the calcification in
atherosclerotic heart disease.
Nanobac
is continuing its research of the relationship between CNPs and heart disease
and has expanded its research to include other diseases involving pathological
calcification.
8
Other
Opportunities
Calcifying
Nano-Particles expose a risk for biopharmaceuticals containing human or animal
blood components or blood and animal tissue derived raw materials or production
substrates.
Nanobac
BioAnalytical Services develop and apply methods for avoiding, detecting, and
inactivating or eliminating CNPs from raw materials or production substrates.
Our contamination control program focuses on host cell lines, animal and human
derived materials, raw materials, availability of diagnostic procedures and
downstream processes capable of inactivating or removing contaminants. We are
considering enlisting biopharmaceutical partners to further this line of
business.
Calcifying
Nano-Particle (CNP) Background and Description
CNPs
were
discovered in 1988 by Finnish researcher Olavi Kajander, M.D., PhD. Dr. Kajander
was carrying out mammalian cell research when a routine mammalian cell culture
experiment, using commercially available fetal bovine serum as the growth media,
just wasn't getting off the ground. The cells weren't thriving and dividing
like
they should; the cells were sickly and died off before any study could be done.
Strange vacuoles were forming up in many of the cells, and these cells
subsequently died. Dr. Kajander, like all basic cell researchers, had
encountered this problem before; sometimes their cell cultures worked, and
sometimes they didn't. Dr. Kajander researched this further and after several
weeks of culture, turbidity developed in one of the flasks. We believe this
represented the first isolation of CNPs.
In
1991
Dr. Kajander was joined by microbiologist Neva Ciftcioglu, Ph.D. at the
University of Kuopio, Finland. Their research established that the blood-borne
CNPs form slow-growing calcified colonies in arteries and organs, much as coral
reefs are formed. CNPs have been found in human and animal blood, urine and
saliva. The name "nanobacteria" was introduced and patented by Dr. Olavi
Kajander as the name for very small mineral-associated bacteria-like particles
now referred to as CNPs.
We
believe that CNPs are responsible for a large number of pathological events
(thrombosis, autoimmune response, inflammation & cell proliferation, altered
cell functions, pathological calcification & cell death). A recent study by
Mayo Clinic showed that CNPs are players in cardiovascular diseases such as
heart valve calcifications and atherosclerosis. Antibodies against CNPs are
a
novel risk factor for coronary artery calcification, which is known to be the
best predictor for future myocardial infarction. CNPs have also been detected
from cancers with calcium particles (psammoma bodies) such as ovarian cancer.
We
believe that many diseases, such as kidney stones, arthrosclerosis, prostatitis,
and arthritis are local manifestations of a systemic disease. Many patients
affected by these diseases have a blood borne initiating component that may
affect multiple organ systems sequentially and/or concurrently.
9
Patents
We
have
filed applications for a number of patents, have been granted patents, and
await
prosecution of pending application in the US and International
Stages.
Patent
General
Subject Matter
Expiration
Date
US
5,135,851
U.S.
-Method
for the culture and detection of nanobacteria also known as calcifying
nanoparticles
(issued
in 1992)
5/8/2010
US
6,706,290
PCT/EP1999/004555
U.S.
& International Application
(PCT)
-Methods
for the eradication of Nanobacteria from articles and animals using
various novel combinations of systems, chemicals, compounds, drugs,
prodrugs, supplements, etc.
(issued
in 2004)
7/6/2018
U.S.
& PCT Applications Filed
-Methods
and Compositions (combinations) for treating diseases characterized
by
pathological calcification
(Filed
in 2004)
U.S.
& PCT Applications Filed
-Methods
and combinations of compositions including Bisphosphonates, chelators,
and
citrates
(Filed
in 2004)
U.S.
-Methods
for the treatment of disease associated with calcification and/or
plaque
formation
(Filed
in 2004)
U.S.
& PCT Application Filed
-Detection
of antibodies against compositions of conformationally changed proteins
comprising calcium binding protein hydroxy apatite complexes and
novel in
vitro test methods
(Filed
in 2005)
U.S.
& PCT Applications filed
-Methods
and compositions to detect calcifying nanoparticles including the
identification and quantification of proteins thereon and correlation
to
diseases thereof
(Filed
in 2005)
10
There
can
be no assurance that our patents or pending applications will afford legal
protection against competitors or provide significant proprietary protection
or
competitive advantage. In addition, our patents or pending applications could
be
held invalid or unenforceable by a court, or infringed or circumvented by
others, or others could obtain patents that we would need to license or
circumvent. Competitors or potential competitors may have filed patent
applications or received patents, and may obtain additional patents and
proprietary rights relating to proteins, small molecules, compounds, or
processes competitive with ours. Additionally, for certain of our product
candidates, competitors, or potential competitors may claim that their existing
or pending patents prevent us from commercializing such product candidates
in
certain territories. Further, when our patents expire, other companies could
develop new competitive products to our products.
Trade
secret protection for our unpatented confidential and proprietary information
is
important to us. To protect our trade secrets, we generally require our staff
members, material consultants, scientific advisors, and parties to collaboration
and licensing agreements to execute confidentiality agreements upon the
commencement of employment, the consulting relationship, or the collaboration
or
licensing arrangement with us. However, others could either develop
independently the same or similar information or obtain access to our
information.
Competition
The
market for providing physicians and managed care organizations with nanobacteria
related disease management and services is just emerging, and we believe are
currently the only company providing a comprehensive approach to managing
nanobacterial diseases.
The
general market for academic researchers and clinical laboratories with In Vitro
diagnostic test kits is highly competitive and includes diagnostic companies
such as, Roche, Abbott, Bayer, Johnson & Johnson, and Dade
Behring.
The
general market for specialized clinical laboratory services for detection,
diagnosis, prognosis and monitoring is highly competitive and dominated by
Quest
and Labcorp. Their competitive strength lies in their service capabilities
and
their ability to provide local couriers for specimen pickup and broad-based
contracting ability with managed care organizations.
The
general market for pharmaceuticals and dietary supplements is also highly
competitive and includes Fortune 500 pharmaceutical companies as well as small
to medium sized pharmaceutical and dietary supplement companies.
Nanobac
believes that it will be able to grow and defend the specialized nanobacteria
related disease market niche due to its expertise in the field, its disease
management approach, and its technology leadership.
11
Government
Regulation
Clinical
Reference Laboratory
The
clinical reference laboratory operations are not regulated directly by the
FDA.
Clinical reference laboratories in the United States are regulated under the
federal Clinical Laboratory Improvement Act (CLIA). Our reference laboratory
is
located in Kuopio Finland and is regulated by European Union and Finland laws
and is not regulated by CLIA.
In
Vitro Diagnostics
The
FDA
regulates in vitro diagnostic kits and reagents. We intend to begin clinical
studies to support an FDA filing for both the NANO-CAPTURE and NANO-SERO assays.
The timing of our clinical trials and FDA approval is dependent on future
funding. We recently received notification that our NANO-CAPTURE and NANO-SERO
assays meet the criteria for CE Mark in Europe.
Environmental
Matters
We
have
not been impacted financially or operationally by environmental laws.
Geographic
We
will
initially focus our dietary supplement business in North America. To date,
over
90% of our revenue is from the United States. We also plan to develop our
markets in the European Union through the operations of our Finnish Subsidiary,
Nanobac OY.
12
Employees
We
have
five employees in our corporate headquarters in Tampa, Florida, two employees
at
the NASA facility in Houston Texas and six employees in Finland.
We
operate in a rapidly changing environment that involves a number of risks,
uncertainties, and assumptions, many of which are beyond our control. For a
discussion of some of these risks, see “—Risk Factors” in Item 6 of this report.
Other risks are discussed elsewhere in this Form 10-KSB.
Investor
Information
We
are
subject to the information requirements of the Securities Exchange Act of 1934
(the “Exchange Act”). Therefore, we file periodic reports, proxy statements, and
other information with the Securities and Exchange Commission (the “SEC”). Such
reports, proxy statements, and other information may be obtained by visiting
the
Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, DC 20549
or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
Internet site (http://www.sec.gov)
that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically.
Financial
and other information about the Company is available on our website
(http://www.nanobaclabs.com).
We
make available on our website, through links to the SEC website, copies of
our
annual report on Form 10-KSB, quarterly reports on Form 10-Q, current reports
on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after
filing such material electronically or otherwise furnishing it to the SEC.
13
Item
2. Properties
The
following table sets forth a description of our facilities:
Square
Feet
Location
(Approx)
Lease
Expiration
Function
Tampa,
Florida
1,725
February
2007
Headquarters
for Nanobac
Tampa,
Florida
4053
June
2007
Former
Headquarters for Nanobac
operations
- space is currently
vacant
Tampa,
Florida
2,121
June
2010
Office
space subleased to an
unaffiliated
entity
Koupio,
Finland
1,500
3
months notice
Research
and laboratory facility
All
facilities are in good condition. We expect that our current facilities will
be
sufficient for the foreseeable future. To the extent that we require additional
space in the near future, we believe that we will be able to secure additional
leased facilities at commercially reasonable rates.
Item
3. Legal
Proceedings
Except
as
described below, we know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings
or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial stockholders are an
adverse party or has a material interest adverse to us.
On
August10, 2004, we were served with a civil action as filed in the Superior Court
of
Fulton County State of Georgia by Foltz Martin LLC and Openbook Learning Club,
Inc. (“Foltz”). This suit alleges that the Company is liable for approximately
$67,000 of liabilities plus approximately $11,000 interest for services
performed by the plaintiffs for HealthCentrics, Inc. in 2003 and 2004. The
Company owned 100% of HealthCentrics from December 2003 through March 2004
when
HealthCentrics was sold by the Company to an affiliate. We do not believe that
the Company is liable for the obligations of HealthCentrics.
On
January 19, 2006, we were served with a civil action as filed in the Superior
Court of Fulton County State of Georgia by EliteCorp Atlanta, LLC (“EliteCorp”).
This suit alleges that the Company is liable for approximately $318,000 of
liabilities plus approximately $110,000 interest for services performed by
the
plaintiffs for HealthCentrics, Inc. in 2003 and 2004. We responded to this
action on February 17, 2006 and denied virtually all the allegations of
EliteCorp. We do not believe that the Company is liable for the obligations
of
HealthCentrics.
Item
4. Submission
of Matters to a Vote of Security Holders
No
matters were submitted to a vote of the Company’s stockholders during the fourth
quarter of the year ended December 31, 2005.
14
PART
II
Item
5. Market
for Registrant’s Common Stock and Related Stockholder
Matters
Our
common stock is traded under the symbol “NNBP”.
From
October 12, 1994 through August 18, 1997, the Company's Common Shares were
traded in the NASDAQ SmallCap Market under the symbol "NATD". Beginning August18, 1997the Company's Common Shares were traded on the Over The Counter
Bulletin Board. Effective March 27, 2000, the trade symbol was changed to
"AMER". Effective July 21, 2003, the trade symbol was changed to "NNBP". From
March 2001 through November 2004, our Common Shares have traded through the
Over
The Counter Pink Sheets. From November 2004 to present, our Common Shares have
been traded on the Over The Counter Bulletin Board (“OTCBB”). The following
table sets forth the high and low bid prices for Common Shares as reported
by
NASDAQ, OTC Pink Sheets, and OTCBB for the periods indicated. Quotations on
NASDAQ, OTC Pink Sheets and OTCBB reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
High
Low
2004
First
Quarter
$
0.90
$
0.41
Second
Quarter
$
0.71
$
0.22
Third
Quarter
$
0.30
$
0.16
Fourth
Quarter
$
0.30
$
0.14
2005
First
Quarter
$
0.16
$
0.11
Second
Quarter
$
0.13
$
0.07
Third
Quarter
$
0.10
$
0.07
Fourth
Quarter
$
0.08
$
0.04
On
March30, 2006, the closing bid quote for the Common Shares was $0.05 per share,
and
there were approximately 250 holders of record of Common Shares. Our common
shares are issued in registered form. Continental Stock Transfer & Trust
Company, 17 Battery Place, New York, NY10004 is the transfer agent for our
common shares.
We
have
not paid cash dividends on our Common Shares and we do not anticipate doing
so
in the foreseeable future. The Company intends to retain earnings, if any,
for
future growth and expansion opportunities. Payment of cash dividends in the
future, as to which there can be no assurance, will be dependent upon the
Company's earnings, financial condition, capital requirements and other factors
determined by the Board of Directors.
15
Changes
in Securities
From
August 2004 through February 2005, we executed Subscription Agreements with
three unaffiliated investors and one affiliated investor. These investors paid
us 50% of the subscription price at execution and the remaining 50% is due
within five days from the date that a registration statement is declared
effective for the common shares that are being issued. In exchange for the
cash
consideration, we are to issue these investors shares of our common stock equal
to the amount paid divided by the lesser of (a) $0.12 or (b) fifty-two percent
of the average closing bid price for our common stock for the five days
immediately prior to the date on which a registration statement is declared
effective (“The Fixed Price”). In addition, each of these investors will receive
an equivalent number of warrants with expiration dates of five years from the
date of issuance. One half of these warrants will be priced at 110% of the
Fixed
Price and the remainder will be priced at 150% of the Fixed Price. The minimum
number of shares and warrants that will be issued under these Subscription
Agreements (assuming a Fixed Price of $0.12 per share) is as
follows:
Number
of
Shares
Per
Share
Proceeds
Common
Stock:
Unaffiliated
Investors
16,250,000
$
0.12
$
1,950,000
Affiliates
8,333,333
$
0.12
$
1,000,000
24,583,333
$
2,950,000
Number
Exercise
of
Warrants
Price
Warrants:
Unaffiliated
Investors
8,125,000
$
0.13
Unaffiliated
Investors
8,125,000
$
0.18
Affiliates
4,166,667
$
0.13
Affiliates
4,166,666
$
0.18
24,583,333
As
of
December 31, 2005, proceeds of $1,475,000 have been received and 12,297,667
unregistered shares had been issued under the above Subscription Agreements.
The
actual number of shares and warrants that ultimately will be issued under these
Subscription Agreements may be substantially higher due to the variability
of
the Fixed Price. Based on our recent traded price of $0.04 to $0.09 per share,
three to six times as many shares and warrants would be issued as described
above. Further, if the Fixed Price is less than $0.09 per share, we do not
have
sufficient authorized shares to issue the common stock and warrants required
under the above subscription agreements. Our stockholders need to approve any
increase in our authorized shares.
Each
of
these investors received their shares in reliance upon Section 4(2) of the
Securities Act of 1933, because each of the holders was knowledgeable,
sophisticated and had access to comprehensive information about us. At all
relevant times we were a reporting company under the Securities Exchange Act
of
1934 and there was readily available adequate current public information with
respect to the Company.
A
success
fee was awarded to a broker for one of the above unaffiliated investor
transactions in the form of 5-year warrants equal to 20% of the value of the
transaction. These warrants have exercise prices equal to $0.16 to $0.22 per
share for transactions completed to date. Future warrants issued under this
agreement will have an exercise price equal to NNBP’s stock price on the date of
closing. We estimate that 2 million warrants will be issued to this broker.
16
Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchases
None
Selected
Quarterly Financial Data
Mar
31
Jun
30
Sep
30
Dec
31
2005
Quarter ended
Revenue
$
151,865
$
167,988
$
130,394
$
206,555
Gross
profit
$
108,027
$
109,527
$
83,309
$
126,493
Net
loss
($1,505,921
)
($984,153
)
($645,547
)
($551,716
)
Loss
per share:
Basic
and Diluted
($0.01
)
($0.01
)
$
0.00
$
0.00
2004
Quarter ended
Revenue
$
32,385
$
73,564
$
118,141
$
134,271
Gross
profit
$
25,196
$
42,072
$
76,037
$
114,586
Loss
from continuing
operations
($4,221,972
)
($1,384,238
)
($994,276
)
($1,860,654
)
Net
loss
($4,279,240
)
($1,384,238
)
($994,276
)
($1,860,654
)
Loss
per share:
Basic
and Diluted
($0.03
)
($0.01
)
($0.01
)
($0.01
)
17
Item
6. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
During
calendar 2005, and for the foreseeable future, our primary focus is on the
research of the role Nanobacteria plays in human diseases involving pathologic
calcification deposits for the purpose of drug discovery and the development
of
diagnostic tests. There have been several studies linking Nanobacteria to
serious health problems, including cardiovascular diseases, peripheral vascular
diseases, atherosclerosis, ostatitis, kidney stones, and Polycystic Kidney
Disease including the following recent publications:
·
Urological
disease: "The role of nanobacteria in urologic disease." Drs. Wood
and
Shoskes, of The Cleveland Clinic, summarize in World Journal of Urology
(Volume 24, Number 11, Pages 51-54, 2006), the history of nanobacteria's
association in many urologic diseases. Nanobacteria have been implicated
in the development of polycystic kidney disease, renal calculi (kidney
stones), and chronic prostatitis. This review article investigates
the
current state of nanobacteria research and explores their impact
in
urologic diseases.
·
Kidney
Stones: "Lithogenesis: induction of renal calcifications by nanobacteria"
by Shiekh, et. al. in Urological Research (Volume 34, Number 1, Pages
53-57, 2006). As part of their experiments, rats were injected with
nanobacteria. After 8 weeks the kidneys were found to have chronic
inflammation and nanobacterial calcified kidney stones. These results
confirm previous findings by Cuerpo, et al. that nanobacteria cause
kidney
stones. Inflammation is often seen at sites of abnormal calcification
and
in these experiments nanobacteria are found to be the link between
inflammation and calcification.
·
Atherosclerotic
plaques: Dr. Puskas et. al., reported in Acta Biologica Hungarica
(Volume
56, Number 3-4, Pages 233-245, 2005), that nanobacterial antigens
were
identified in 9 of 14 plaque specimens, but none of the normal carotid
or
aortic tissue. This independent research corroborates similar findings
published by Mayo Clinic in the American Journal of Physiology which
showed that nanobacteria can be visualized in and cultured from human
calcified arteries and heart
valves.
These
studies provide additional evidence of a relationship between Nanobacteria
and
these diseases in which pathological calcification is present. Our focus is
in
determining how Nanobacteria works and what countermeasures can be developed
to
better treat these diseases.
We
also
continue with our collaborative efforts with scientists at NASA researching
the
effects of Nanobacteria in the formation of kidney stones under conditions
simulating space flight.
While
there remains significant work ahead, we are encouraged by the progress being
made in the study of Nanobacteria and the increasing level of acceptance in
the
medical community that there may be a relationship between the nano-particles
we
call Nanobacteria and the progression of certain diseases involving pathologic
calcification. Our continuing research and development efforts, along with
our
efforts in obtaining recognition by various regulatory agencies (e.g. the FDA
and similar agencies throughout the world), will require significant additional
amounts of financing over the next several years.
18
Intellectual
Property - We
are
attempting to protect the intellectual property rights to our discoveries
including our treatment therapies and our diagnostic methods by obtaining
patents. We currently have one issued patent and multiple patent applications
for treatment therapies including the combination of EDTA and tetracycline
to
treat nanobacteria infections and the formula mix and treatment regimen for
Nanobac Supplements. We also have one issued patent and multiple patent
applications related to our diagnostic products. We are attempting to further
protect our intellectual property rights by obtaining additional patents in
unique areas of research with respect to the role of Nanobacteria in pathologic
calcification. These efforts are ongoing and will require significant additional
infusions of financing to complete. It is also anticipated that additional
patents will be sought in the future as our research and development efforts
yield new discoveries.
Observation
Rights - During
August 2005, we executed an observation rights agreement with Mission Pharmacal
Company, a global pharmaceutical company and leading kidney stone disease
reference laboratory, to observe a multi-center collaboration involving
researchers from Nanobac, the University of California, San Francisco (UCSF),
and NASA's Johnson Space Center, to study kidney stone formation. As announced
previously, the multi-disciplinary team will apply the same type of
instrumentation used to analyze moon rocks and particles collected from space
to
analyze mineralized particles and stones collected from kidney stone patients.
The team will attempt to find early events in stone formation and to verify
whether Calcifying Nano-Particles, also known as Nanobacteria, are the
initiators of kidney stone formation. Terms of the agreement were not
disclosed.
Current
Developments - During
March 2006, we decided to terminate the marketing and selling of dietary
supplements in order for the Company to focus exclusively on the science related
to Nanobacteria, which we plan to lead to drug discovery and the development
of
diagnostic products for the detection and treatment of Nanobacteria related
diseases.
19
Results
of Operation
The
following table presents the percentage of period-over-period dollar change
for
the line selected items in our Consolidated Statements of Operations for the
years ended December 31, 2005 and 2004. These comparisons of financial
results are not necessarily indicative of future results.
During
February 2004, we initiated the license of a new product to a third party.
Effective June 2004, the above license agreement was cancelled and we initiated
sales of this product directly to customers under the name of Nanobac
Supplement. Accordingly, 2005 revenue for Nanobac Supplement represents 12
month
of sales compared to seven months of sales for 2004.
During
March 2006, we discontinued the sale of our dietary supplements. Accordingly,
we
expect no significant revenue from this product after March 2006.
Diagnostic
product revenue increased 83% from 2004 to 2005 primarily due to the
introduction of new diagnostic products in our Finland subsidiary.
Revenue
from observation rights is being recognized over the agreement’s 12-month term
using the straight-line method.
Cost
of revenue
Cost
of
revenue consists of direct materials, testing services (for diagnostic products)
and shipping. As a percentage of revenue, cost of revenue was 35% for the year
ended December 31, 2005 compared to 28% for the year ended December 31, 2004.
The lower cost of revenue in 2004 was due primarily to the 2004 license revenue
having no direct costs. During June 2004, this licensing agreement was
terminated and we initiated sales of Nanobac Supplements directly to customers,
which has resulted in higher revenue and cost of revenue.
Gross
Profit
Gross
profit as a percentage of revenue was 65%, for the year ended December 31,2005
compared to 72% for the year ended December 31, 2003. The decrease in gross
profit percentage is primarily attributable to the 2004 license revenue having
no costs.
21
2005
Compared to 2004 (continued)
Selling,
General and Administrative
For
2005,
68% of the Other SG&A expenses are comprised of payroll and professional
fees. Expenses to operate as a public company (primarily professional fees
and
investor relations costs) comprise an additional 7% of the remaining SG&A
expense. Other significant SG&A expenses include facility rental and
insurance.
Selling,
general and administrative (“SG&A”) expenses for the years ended December31, 2005 and 2004 are summarized as follows:
Year
ended Dec 31
2005
2004
Charges
for stock issuance for services
$
10,500
$
2,562,750
Other
SG&A
1,301,001
2,203,091
Total
SG&A
$
1,311,501
$
4,765,841
Charges
for stock issuances in 2004 relate to 4.5 million common shares issued to an
entity that is an affiliate of our CEO for services. We recognized an expense
of
$2.6 million in 2004 in connection with this 4.5 million stock issuance for
services which is the approximate fair value of the stock on the issuance date.
There was $10,500 in common shares issued in 2005 for services.
Other
SG&A expenses decreased approximately $900,000 for the year ended December31, 2005 compared to the year ended December 31, 2004 as we made a significant
effort to reduce expenses due to limited sources of funding. In particular,
payroll expenses were reduced by approximately $110,000, professional fees
(including public company expenses) were reduced by approximately $468,000
and
travel expenses were reduced approximately $238,000 for year ended December31,2005 compared to the same period in 2004.
22
2005
Compared to 2004 (continued)
Research
and Development
For
the
year ended December 31, 2005 and 2004 research and development (“R&D)
expenses consisted of the following types of expenses:
For
the
year ended December 31, 2005, approximately 92% of research and development
(“R&D“) expenses are for payroll and the operation of our Finland
laboratory. Expenses for research studies fluctuate from year to year as these
expenses are dependent on specific initiatives and funding sources. Contractual
signing bonuses of $350,000 were included in 2004 expenses in connection with
the employment agreements with our lead scientists.
R&D
expenses for the year ended December 31, 2005 decreased $1.1 million or 50%
compared to the year ended December 31, 2004. This decrease is summarized as
follows:
Reduction
in usage of outside medical directors
$
285,000
Non-recurrence
of contractual bonuses
350,000
Reduction
in outside research studies
458,000
$
1,093,000
For
2006
we anticipate increasing R&D expenses as our CEO and largest stockholder
have verbally committed to funding a number of scientific initiatives.
Depreciation
and amortization
Approximately
93% of depreciation and amortization are related to the amortization of
intangible assets acquired in the 2003 and 2004 acquisitions of NanobacLabs
Pharmaceuticals, Inc. and Nanobac OY.
23
2005
Compared to 2004 (continued)
Operating
loss
Our
operating loss for the year ended December 31, 2005 was $2.8 million compared
to
$7.6 million for the year ended December 31, 2004. This decrease reflects $2.6
million decrease associated with the 2004 charge for common stock, a decrease
in
Other SG&A of $900,000 and a decrease in R&D expenses of $1.1 million.
We
are
experiencing significant losses as we conduct research and development related
to nanobacteria and launch our products and services. We believe it will take
significant time before we will earn meaningful revenue to offset our expenses
and there is no assurance that we will be able to accomplish this goal. As
a
result of the losses, we are dependent on affiliates of our CEO and other
investors to provide sufficient cash sources to fund our operations.
Other
income (Expense)
Other
income for the years ended December 31, 2005 and 2004 is summarized as
follows:
Interest
expense decreased due to the lower average outstanding balance of related party
loans in 2005 compared to 2004. The lower average balance was the result of
the
related parties converting $7.5 million of their loans to equity on September30, 2004.
The
shares issued in connection with the 2005 and 2004 Subscription Agreement
transactions are derivative transactions and as such have been presented in
the
accompanying consolidated balance sheets as a liability. Changes in the
liability are recorded as charges to the statement of operations as a loss
on
the stock settlement obligation.
Foreign
currency gain results from exchange rate changes between the U.S. dollar and
the
Euro on intercompany advances between our U.S. subsidiary and our Finland
subsidiary.
24
2005
Compared to 2004 (continued)
Discontinued
Operations
During
March 2004, we sold our HealthCentrics’ business unit to an affiliate of our CEO
for consideration of $250,000 plus assumption of net liabilities of
approximately $499,000. Our gain on disposal of approximately $749,000 is
accounted for as a capital contribution given the related party nature of the
arrangement. As a result of our decision to dispose of the HealthCentrics
business unit, the operations of HealthCentrics were retroactively removed
from
continuing operations and disclosed as a single line item on the statements
of
operations.
Liquidity
and Capital Resources
As
of
December 31, 2005, we had total assets of $9.0 million of which only $173,000
were current assets. At December 31, 2005, we had total current liabilities
of
$3.7 million and a working capital deficit of $3.5 million.
Since
the
United States Bankruptcy Court confirmed a plan of reorganization that allowed
the Company to emerge from Chapter 11 during calendar 2002, the Company has
financed its activities primarily through loans made by entities affiliated
with
our current Chief Executive Officer (referred to herein as “the Affiliated
Entities”). These loans were made as funding was needed and were extremely
advantageous to the Company in that the amounts were funded as the Company
needed financial infusions and allowed the Company to avoid the costs and
distractions of attempting to raise these amounts from unrelated parties. It
is
unrealistic to believe that unrelated parties would have offered terms as
generous as those obtained from the Affiliated Entities, and it is also unlikely
that any financing could have been obtained under any terms without the
financing of the Affiliated Entities.
As
discussed in Item 5, since August of 2004, the Company has received $1.4 million
(net of $125,000 of expenses) from three unaffiliated investors and one
affiliate for shares of the Company’s stock and an equal amount of warrants to
acquire additional shares of the Company’s stock. The exact number of shares to
be issued is dependent upon the average closing bid price of the Company’s stock
on the five trading days immediately prior to the date on which a registration
statement for these shares is declared effective. The purchase price of the
shares is equal to the lesser of (1) $.12 or (2) 52% of the average closing
price described above. An additional $1.5 million is to be received from these
investors within five days of registering the common shares and warrants. A
registration statement has not yet been declared effective for these shares.
Successful registration of the shares contemplated under the agreements
discussed above will provide significant amounts of needed capital into the
Company. However, there are no assurances that the SEC will declare a
registration statement effective.
25
Liquidity
and Capital Resources (continued)
Net
cash
used in operations was $2.4 million for the year ended December 31, 2005. The
negative cash flow from operations reflects the $3.7 million net loss for the
year offset by the non-cash charge for derivative loss of approximately $718,000
and depreciation and amortization of $760,000. In addition, net payments on
current liabilities were $215,000 in 2005.
Net
cash
used by investing activities for the year ended December 31, 2005 was $41,000
for the purchase of fixed assets.
Net
cash
provided by financing activities for the year ended December 31, 2005 was $2.3
million, which is attributable to related party loans of $2.2 million and
collection of common stock subscriptions of $200,000 less expenses of $35,000.
Because of certain terms in the subscription agreements and insufficient
available authorized common shares, the proceeds from common stock subscriptions
are presented as stock settlement liability in the accompanying 2005 balance
sheet.
As
noted
above, cash from related party loans and capital contributions financed our
net
loss and reduction of current liabilities. We are dependent on raising
additional funding necessary to implement our business plan. Should we not
be
successful in raising cash from our CEO and other investors, we are unlikely
to
continue as a going concern.
Recent
Accounting Pronouncements
In
May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
("SFAS 154"). SFAS 154 replaces APB No. 20, "Accounting Changes" and SFAS No.3,
"Reporting Accounting Changes in Interim Financial Statements" and establishes
retrospective application as the required method for reporting a change in
accounting principle. SFAS 154 provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable.
The
reporting of a correction of an error by restating previously issued financial
statements is also addressed. SFAS 154 is effective for accounting changes
and
corrections of errors made in fiscal years beginning after December 15, 2005.
We
do not anticipate that the adoption of SFAS 154 will have a material impact
on
its consolidated financial statements.
26
Recent
Accounting Pronouncements (continued)
In
February 2006, the FASB issued Statement of Financial Accounting Standard (SFAS)
No. 155 (SFAS No. 155), ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS--AN
AMENDMENT OF FASB STATEMENTS NO. 133 AND 140, to simplify and make more
consistent the accounting for certain financial instruments. Specifically,
SFAS
No. 155 amends SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, to permit fair value re-measurement for any hybrid financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis.
Prior
to fair value measurement, however, interests in securitized financial assets
must be evaluated to identify interests containing embedded derivatives
requiring bifurcation. The amendments to SFAS No. 133 also clarify that
interest-only and principal-only strips are not subject to the requirements
of
the SFAS, and that concentrations of credit risk in the form of subordination
are not embedded derivatives. Finally, SFAS No. 155 amends SFAS No. 140,
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS, to allow a
qualifying special-purpose entity (SPE) to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entity's first fiscal year that begins
after
September 15, 2006, with earlier application allowed. We do not anticipate
that
the adoption of this statement to have a material impact on its consolidated
financial statements.
Critical
accounting policies
Use
of estimates - The
preparation of 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 of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Quantitative
and Qualitative Risk - Foreign Currency
While
most of our operations are conducted in the United States, we also operate
a
laboratory in Kuopio Finland. We face two risks related to foreign currency
exchange: translation risk and transaction risk. Amounts invested in our Finland
operations are translated into US Dollars at the exchange rates in effect at
the
balance sheet date. Since the functional currency of our Finland subsidiary
is
the local currency, foreign currency translation of the balance sheet is
reflected as a component of stockholders’ equity and does not impact operating
results.
Our
Finland subsidiary collects revenue and pays expenses in Euros, mitigating
transaction risk. Revenues and expenses in Euros translate into varying amounts
of US Dollars depending upon whether the US Dollar weakens or strengthens
against the Euro. Therefore, changes in exchange rates may negatively affect
the
Company’s consolidated revenues and expenses (as expressed in US Dollars) from
foreign operations.
Currency
transaction gains or losses are incurred on our US Subsidiary’s intercompany
advance to our Finland Subsidiary. We recognize a gain on the intercompany
advance as the US Dollar weakens against the Euro and we recognize a loss when
the US Dollar strengthens against the Euro. Our net currency loss for 2005
was
$38,000.
The
Company has not entered into a material amount of foreign currency forward
exchange contracts or other derivative financial instruments to hedge the
effects of adverse fluctuations in foreign currency exchange rates.
28
Forward
Looking Statements
Our
disclosure and analysis in this 2004 Form 10-KSB/A contains some forward-looking
statements, within the meaning of the Private Securities Litigation Reform
Act
of 1995 (“the Act”), that set forth anticipated results based on our plans and
assumptions. From time to time, we also provide forward-looking statements
in
other materials we release to the public as well as oral forward-looking
statements. Such statements give our current expectations or forecasts of future
events; they do not relate strictly to historical and current facts. We have
tried wherever possible to identify such statements by using words such as
“anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”,
“will” and similar expressions in connection with any discussion of future
operating or financial performance.
In
light
of the important factors that can materially affect results, including those
set
forth above and elsewhere in this report, the inclusion of forward-looking
information herein should not be regarded as a representation by us or any
other
person that our objectives or plans will be achieved. We may encounter
competitive, technological, financial and business challenges making it more
difficult than expected to continue to market our products and services;
competitive conditions within our industry may change adversely; we may be
unable to retain existing key management personnel; our forecasts may not
accurately anticipate market demand; and there may be other material adverse
changes in our operations or business. Certain important factors affecting
the
forward looking statements made herein include, but are not limited to (i)
accurately forecasting capital expenditures; (ii) obtaining new sources of
external financing; (iii) serving as the nexus for nanobacteria research and
(iv) conducting successful clinical trials supporting our theories that the
human body does not recognize nanobacteria as harmful, and accordingly,
nanobacteria could be the cause of pathological disease causing calcification
found in multiple diseases. Assumptions relating to budgeting, marketing,
product development and other management decisions are subjective in many
respects and thus susceptible to interpretations and periodic revisions based
on
actual experience and business developments, the impact of which may cause
the
Company to alter its capital expenditure or other budgets, which may in turn
affect the Company's financial position and results of operations.
Risk
Factors
Trends,
Risks and Uncertainties
We
have
sought to identify what we believe to be the most significant risks to our
business. However, we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. You should not consider the risks and assumptions
identified in this report to be a complete discussion of all potential risks
and
uncertainties affecting the Company. Investors should carefully consider all
risk factors before making an investment decision with respect to our Common
Stock.
Cautionary
Factors that may affect Future Results
We
provide the following cautionary discussion of risks, uncertainties and possible
inaccurate assumptions relevant to our business and our products. These are
factors that we think could cause our actual results to differ materially from
expected results. Other factors besides those listed here could adversely affect
us.
29
Risk
Factors (continued)
We
require additional financing in order to continue in business as a going
concern, the availability of which is uncertain. We may be forced by business
and economic conditions to accept financing terms which will require us to
issue
our securities at a discount, which could result in further dilution to our
existing stockholders.
As
discussed under the heading, "Management's Discussion and Analysis - Liquidity
and Capital Resources," we require additional financing to fund our operations.
There can be no assurance that additional financing will be available to us
when
needed or, if available, that it can be obtained on commercially reasonable
terms. In addition, any additional equity financing may involve substantial
dilution to our stockholders. If we fail to raise sufficient financing to meet
our immediate cash needs, we will be forced to scale down or perhaps even cease
the operation of our business, which may result in the loss of some or all
of
your investment in our common stock.
In
addition, in seeking debt or equity private placement financing, we may be
forced by business and economic conditions to accept terms which will require
us
to issue our securities at a discount from the prevailing market price or face
amount, which could result in further dilution to our existing
stockholders.
Liquidity
and Working Capital Risks; Need for Additional Capital to Finance
Growth
and Capital Requirements
Throughout
2005 and 2004, affiliates of our Chief Executive Officer have provided our
capital needs through loans and capital contributions. While these affiliates
continue to provide for the majority of our cash requirements, they are under
no
obligation to continue such financing and/or strategic guidance. In the event
these affiliates should discontinue their support, we may have difficulty in
continuing our operations. In such an event, stockholders could lose their
investment in its entirety. Historically, these affiliates have provided capital
to us on a demand debt basis after which they may convert debt into shares
of
our common stock. If, in the future we require additional capital, these
affiliates may contribute some or all of our requirements. We anticipate that
as
a part of any such loan, these affiliates would have rights to convert into
additional shares of our common stock. In such an event and to the degree of
which we require these affiliates’ support, stockholders may experience
dilution. At present, we do not maintain key man insurance for our CEO.
In
addition to the financial support we may receive from affiliates of our CEO,
we
may continue to seek to raise capital from public or private equity or debt
sources to provide working capital to meet our general and administrative costs
until net revenues make the business self-sustaining. We cannot guarantee that
we will be able to raise any such capital on terms acceptable to us or at all.
Such financing may be upon terms that are dilutive or potentially dilutive
to
our stockholders. If alternative sources of financing are required, but are
insufficient or unavailable, we will be required to modify our growth and
operating plans in accordance with the extent of available funding.
30
Risk
Factors (continued)
We
have a history of operating losses and fluctuating operating results, which
raise substantial doubt about our ability to continue as a going
concern.
Since
inception through December 31, 2005, we have incurred aggregate losses of $17.8
million. Our net loss for the year ended December 31, 2005 and 2004 was $4.1
million and $8.5 million, respectively. There is no assurance that we will
operate profitably or will generate positive cash flow in the future. In
addition, we anticipate incurring losses from operations over the next two
years
as we focus on research and development for eventual drug discovery and the
development of diagnostic products. Consequently, we expect to incur operating
losses and negative cash flow until our products gain market acceptance
sufficient to generate a commercially viable and sustainable level of sales,
and/or additional products are developed and commercially released and sales
of
such products made so that we are operating in a profitable manner.
Potential
Incorrect Conclusions on the Detection and Eradication of
Nanobacteria
Most
of
our future revenue is based on our ability to detect and eradicate Nanobacteria.
If it is ultimately proved that our diagnostic methodologies and treatment
regimens as covered by our patents are ineffective or based upon incorrect
scientific conclusions, our existing patents and product lines may lose most
or
all of their value. Further, if we are unsuccessful in leveraging our diagnostic
and therapeutic products to detect and treat nanobacterial diseases, we may
not
generate sufficient revenue to offset our expenses.
Acceptance
of Products in the Marketplace is Uncertain.
Our
future financial performance will depend, at least in part, upon the
introduction and customer acceptance of our proposed treatments and products.
Our treatments and products may not achieve market acceptance, and such adverse
marketing results could materially harm the Company.
31
Risk
Factors (continued)
Limited
Operating History Anticipated Losses; Uncertainty of Future
Results
We
have a
limited operating history upon which an evaluation of our Company and our
prospects can be based. Our prospects must be evaluated with a view to the
risks
encountered by companies in early stages of development, particularly in light
of the uncertainties relating to the new and evolving biolife science research
which we intend to develop and market, and the acceptance of our business model.
We will be incurring costs to: (i) perform research studies to prove the
effectiveness of our pharmaceutical products, (ii) further develop and market
our products; (iii) establish distribution relationships; and (iv) build an
organization. To the extent that such expenses are not subsequently followed
by
commensurate revenues, our business, results of operations and financial
condition will be materially adversely affected. We, therefore, cannot insure
that we will be able to immediately generate sufficient revenues. We expect
negative cash flow from operations to continue for at least the next 12 months
as we continue to develop and market our business. If cash generated by
operations is insufficient to satisfy our liquidity, we may be required to
sell
additional equity or debt securities. The sale of additional equity or
convertible debt securities would result in additional dilution to our
stockholders. Our initial operations may not be profitable, since time will
be
required to build our business to the point that our revenues will be sufficient
to cover our total operating costs and expenses. Our reaching a sufficient
level
of sales revenues will depend upon a large number of factors, including
availability of sufficient working capital, the number of customers we are
able
to attract and the costs of continuing development of our product
line.
Federal
Food and Drug Administration
Some
or
all of our products may be governed by rules and regulations established by
the
United States Food and Drug Administration (“FDA”). Changes
in FDA regulations and the enforcement thereof may affect our biolife science
business. Furthermore, we may not be successful in filing and obtaining approval
of our 510K or PMA filings with the FDA for our Nano-Capture Antigen and
Nano-Sero IgG ELISA assays.
Data
Obtained Through Clinical Trials.
Data
obtained from pre-clinical studies and clinical trials do not necessarily
predict results that will be obtained from later pre-clinical studies and
clinical trials. Moreover, pre-clinical and clinical data is susceptible to
varying interpretations, which could delay, limit or prevent regulatory
approval. A number of companies in the pharmaceutical industry have suffered
significant setbacks in advanced clinical trials, even after experiencing
promising results in earlier trials. The failure to adequately demonstrate
the
safety and/or effectiveness of an intended product under development could
delay
or prevent regulatory clearance of the potential drug or treatment, resulting
in
delays to commercialization, and could materially harm the
business.
32
Risk
Factors (continued)
Competitors
in the Pharmaceutical Industry May Develop Competing
Technologies
Drug
companies and/or other health care companies may seek to develop and market
technologies which may compete with our Company’s technology. While we believe
that our technology regarding the prescription treatment of nanobacterial
infections caused by nanobacterium sanguineum is unique, other competitors
may
develop similar or different treatments which may become more accepted by the
marketplace.
Risk
of Third Party Lawsuits.
We
are
exposed to potential product liability risks that are inherent in the testing,
manufacturing and marketing of pharmaceutical products. We cannot assure
potential investors that such claims will not be asserted against the Company.
A
successful liability claim or series of claims brought against us could have
a
material adverse effect on our financial condition. In addition, we may be
sued
by third parties who claim that our products and treatments infringe upon the
intellectual property rights of others or that we have misappropriated trade
secrets of others. This risk is exacerbated by the fact that the validity and
breadth of claims covered in medical technology patents and the breadth and
scope of trade secret protection involve complex legal and factual questions
for
which important legal principles are unresolved. Any litigation or claims
against us, whether or not valid, could result in substantial costs, could
place
a significant strain on our financial resources, and could harm our
reputation.
Government
Regulation
Healthcare
in general and the pharmaceuticals industry in particular are highly regulated
markets, subject to both federal and a multitude of state regulations and
guidelines. The majority of our business is still in clinical research
applications and is governed by the medical community. There can be no assurance
that changes to state or federal laws will not materially restrict our ability
to sell our products or develop new product lines.
Intellectual
Property Rights
We
have a
family of patents encompassing the detection and eradication of nanobacteria.
There are risks inherent in any intellectual property rights in that they may
be
challenged as being invalid or not original. Additionally, other parties may
abuse such intellectual rights, causing the Company to defend its rights.
33
Risk
Factors (continued)
Dependency
upon Key Technical and Scientific Personnel Who May Terminate Employment at
Any
Time.
Our
success will depend to a significant degree upon the continued services of
key
technical and scientific personnel, including but not limited to E. Olavi
Kajander, MD, PhD. In addition, our success may depend on our ability to attract
and retain other highly skilled personnel. Competition for qualified personnel
is intense, and the process of hiring and integrating such qualified personnel
is often lengthy. We may be unable to recruit personnel on a timely basis,
if at
all. All of the Company’s management and other employees may voluntarily
terminate their employment with us at any time. The loss of the services of
key
personnel, or the inability to attract and retain additional qualified
personnel, could result in delays to development, loss of sales, and/or
diversion of management resources that could have a material adverse affect
on
the Company.
Competition
The
markets in which we compete include successful and well-capitalized competitors
that vary in size and scope. Principal competitors include Pfizer, Merck and
other pharmaceutical companies having unique treatments for cardiovascular
disease. All of these competitors are more established, benefit from greater
name recognition and have substantially greater resources than us. Moreover,
we
could face additional competition as other established and emerging companies
enter the market and new products and technologies are introduced. Increased
competition could result in price reductions, fewer customer subscriptions,
reduced gross margins and loss of market share, any of which could materially
adversely affect our business, financial condition and operating results. In
addition, current and potential competitors may make strategic acquisitions
or
establish cooperative relationships among themselves or with third-parties,
thereby increasing the ability of their products to address the needs of our
prospective consumers. While we believe we can differentiate our product from
these current and future competitors, focusing on the products' functionality,
flexibility, adaptability and features, there can be no assurance that we will
be able to compete successfully against current and future competitors. The
failure to effectively compete would have a material adverse effect upon our
business, financial condition and operating results.
Lack
of Independent Directors
We
cannot
guarantee our Board of Directors will have a majority of independent directors
in the future. In the absence of a majority of independent directors, our
executive officers, who are also principal stockholders and directors, could
establish policies and enter into transactions without independent review and
approval thereof. This could present the potential for a conflict of interest
between the Company’s stockholders and the controlling officers and/or
directors.
34
Risk
Factors (continued)
Limitation
of Liability and Indemnification of Officers and Directors
Our
officers and directors are required to exercise good faith and high integrity
in
our management affairs. Our Articles of Incorporation and By Laws provide,
however, that our officers and directors shall have no liability to our
stockholders for losses sustained or liabilities incurred which arise from
any
transaction in their respective managerial capacities unless they violated
their
duty of loyalty, did not act in good faith, engaged in intentional misconduct
or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which
they
operate our business or conduct the internal affairs, provided that in
connection with these activities they act in good faith and in a manner they
reasonably believe to be in, or not opposed to, the best interests of the
Company, and their conduct does not constitute gross negligence, misconduct
or
breach of fiduciary obligations.
Continued
Control by Current Officers and Directors
The
present officers and directors control approximately 50% of the outstanding
shares of Common Stock, and are in a position to elect all of our Directors
and
otherwise control the Company, including, without limitation, authorizing the
sale of equity or debt securities of the Company, the appointment of officers,
and the determination of officer's salaries. Stockholders have no cumulative
voting rights.
35
Risk
Factors (continued)
Limited
Market Due To Penny Stock
The
Company's stock differs from many stocks, in that it is a "penny stock." The
Securities and Exchange Commission has adopted a number of rules to regulate
penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange
Act of 1934, as amended. Because our securities probably constitute penny stock
within the meaning of the rules, the rules would apply to us and our securities.
The rules may further affect the ability of owners of our stock to sell their
securities in any market that may develop for them. There may be a limited
market for penny stocks, due to the regulatory burdens on broker-dealers. The
market among dealers may not be active. Investors in penny stock often are
unable to sell stock back to the dealer that sold them the stock. The mark-ups
or commissions charged by the broker-dealers may be greater than any profit
a
seller may make. Because of large dealer spreads, investors may be unable to
sell the stock immediately back to the dealer at the same price the dealer
sold
the stock to the investor. In some cases, the stock may fall quickly in value.
Investors may be unable to reap any profit from any sale of the stock, if they
can sell it at all. Stockholders should be aware that, according to the
Securities and Exchange Commission Release No. 34- 29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. These
patterns include: - Control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; - Manipulation
of prices through prearranged matching of purchases and sales and false and
misleading press releases; - "Boiler room" practices involving high pressure
sales tactics and unrealistic price projections by inexperienced sales persons;
- Excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and - The wholesale dumping of the same securities by promoters
and broker- dealers after prices have been manipulated to a desired level,
along
with the inevitable collapse of those prices with consequent investor losses.
Furthermore, the penny stock designation may adversely affect the development
of
any public market for the Company's shares of common stock or, if such a market
develops, its continuation. Broker-dealers are required to personally determine
whether an investment in penny stock is suitable for customers. Penny stocks
are
securities (i) with a price of less than five dollars per share; (ii) that
are
not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still
meet requirement (i) above); or (iv) of an issuer with net tangible assets
less
than $2,000,000 (if the issuer has been in continuous operation for at least
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average annual revenues of less than $6,000,000 for the last
three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission
require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a penny stock for the investor's account. Potential investors
in
the Company's common stock are urged to obtain and read such disclosure
carefully before purchasing any shares that are deemed to be "penny stock."
Rule
15g-9 of the Commission requires broker-dealers in penny stocks to approve
the
account of any investor for transactions in such stocks before selling any
penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience
as to
be reasonably capable of evaluating the risks of penny stock transactions;
(iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that
it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for the Company's stockholders to resell their shares to third parties
or to otherwise dispose of them.
36
Item
7. Financial
Statements
The
information required by this item is incorporated herein by reference to the
financial statements listed in Item 13 (a) of Part III of this Form 10-KSB
Annual Report.
Item
8. Changes
in and Disagreements with Independent Auditors on Accounting and Financial
Disclosures
There
have been no disagreements with any of our accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
37
Item
8(a). Controls
and Procedures
Disclosure
controls and procedures
Under
the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this report, and, based on
their
evaluation, our principal executive officer and principal financial officer
have
concluded that these controls and procedures are effective.
Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports we
file
or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Section
404 of the Sarbanes-Oxley Act of 2002
Section
404 of the Sarbanes-Oxley Act of 2002 requires our report on Form 10-KSB for
2006 to include a report of management on internal control over financial
reporting. Internal control over financial reporting, as defined under these
rules, 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.
In
our
report, we will be required, among other things, to assess the effectiveness
of
our internal control over financial reporting. The report must also disclose
any
material weaknesses in internal control over financial reporting identified
by
management, and if there are any material weaknesses, we must conclude that
our
internal control over financial reporting was not effective. A material
weakness, under the applicable rules, is a control deficiency, or combination
of
control deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not
be
prevented or detected.
In
conducting our ongoing assessment of its internal control over financial
reporting to prepare for compliance with the requirements under Section 404
of the Sarbanes-Oxley Act, we have identified a lack of segregation of duties
to
be a potential material weakness in internal controls. Lack of segregation
of
duties is inherent to our company due to the small number of employees. Our
assessment is still in process to determine if this situation is actually a
material weakness or if there are any other material weaknesses.
Changes
in internal controls
There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.
38
PART
III
Item
9. Directors
and Executive Officers of the registrant
Chief
Executive and Financial Officer, and Chairman
57
November
2000
Alex
Edwards
Director
41
March
2003 and January 2004
Dr.
Benedict Maniscalco
Director
64
March
2006
Dr.
Stephen Rechtschaffen
Director
56
January
2004
Business
Experience
The
following is a brief account of the education and business experience during
at
least the past five years of each director and executive officer, indicating
the
principal occupation during that period, and the name and principal business
of
the organization in which such occupation and employment were carried
out.
John
Stanton - Chairman Chief Executive Officer and Chief Financial
Officer
-Mr.
Stanton has served as our Chief Executive Officer (“CEO”) July 23, 2004 to
present and from March 2001 through January 2004. From March, 2001 through
the
present, Mr. Stanton has served as our Chairman of the Board of Directors and
Chief Financial Officer. From 1987 through the present, Mr. Stanton served
as
the President and CEO of Florida Engineered Construction Products, Corporation.
Mr. Stanton has served as Chairman of the Board of Directors of publicly-traded
EarthFirst Technologies, Inc. from May 15, 2000 through the present. Mr. Stanton
also serves on the Board of Directors of publicly traded Medical Technology
Systems, Inc., Powercerv Corporation, Cybercare, Inc. and Online Sales
Strategies, Incorporated. Since the early 1990's, Mr. Stanton has been, and
continues to be, involved in turn-around management for financially distressed
companies, providing both management guidance and financing. In 1981, Mr.
Stanton assumed the role of Chief Financial Officer for Florida Engineered
Construction Products, Corporation, a privately held manufacturer of residential
and commercial construction products, located in Tampa, Florida. Mr. Stanton
worked as an auditor with the international professional services firm that
is
now known as Ernst & Young, LLP from 1973 through 1981. Mr. Stanton, a
Vietnam veteran of the United States Army, graduated from the University of
South Florida with a Bachelors Degree in Marketing and Accounting in 1972,
and
with an MBA in 1973. Mr. Stanton earned the designation of Certified Public
Accountant in 1974 and was a Sells Award winner in the CPA
examination.
39
Dr.
Benedict S. Maniscalco, M.D. - Director of Clinical Research, Medical Director
and member of the Board of Directors - Dr.
Maniscalco joined the Board of Directors on March 29, 2006. 2001 to present
Dr.
Maniscalco has been in the private practice of cardiology. He was with Tampa
Heart Center in Tampa Florida in 2000 to 2001. Dr. Maniscalco was in private
practice for consultive cardiology with Health Centers of Excellence, Inc.
as
Chief Executive Officer in Tampa Florida from March 1998 thorough January 2000.
From 1976 through 1998, he was an officer and board member of a large multi
specialty cardiovascular group practice. From 1979 through 1996 he was
co-founder of St. Joseph’s Heart Institute in Tampa, Florida and served as
Director of Cardiac Catheterization and Director of Cardiology during his
tenure.
Over
past
30 years, Dr. Maniscalco has been a member of numerous local, state and national
professional societies. He has served as President and Governor of the Florida
Chapter of the American College of Cardiology and has been involved in numerous
committees dealing with socioeconomic and medical policies in both the American
College of Cardiology and the Society for Cardiac Angiography and Interventions.
He has been a frequent lecturer at the local, state and national level, on
both
clinical and non-clinical matters affecting the delivery of cardiovascular
services. Dr. Maniscalco received his medical degree from the Duke University
School of Medicine in 1967. He interned at Grady Memorial Hospital in Atlanta
and did his junior and senior residencies at Emory University Affiliated
Hospitals, followed by a fellowship in Cardiovascular diseases from 1973-1975.
He is licensed to practice in both Florida and Georgia and is certified by
the
American Board of Internal Medicine and the American Sub-Specialty Board in
Cardiovascular disease.
Alex
Edwards - Director -
Mr.
Edwards has served on our Board of Directors from January 2004 through the
present. Mr. Edwards had previously served on our Board from March 2003 through
May 2003. From January 2004 through July 2004, Mr. Edwards served as our CEO.
From March 2003 through January 2004, Mr. Edwards served as our Executive Vice
President and Chief Operating Officer. From May 2002 through December 2004,
Mr.
Edwards was a managing partner of 360 Partners as well as president and CEO
of
360 Energy, Inc. From January 1997 to May 2002, Edwards was an executive with
SRI/Surgical Express. He served in roles that ranged from vice-president/general
manager to spending his last year with the company as president. From February
1993 through December 1996, he worked in sales and marketing with Dianon
Systems, Inc. His positions included sales and sales management roles as well
as
field and corporate marketing. Mr. Edwards also served as an officer in the
United States Navy with duty assignments ranging from shipboard divisional
leadership to executive assistant for the Naval Surface Group Commander in
Norfolk, Virginia. Mr. Edwards is a 1987 graduate of the United States Naval
Academy.
In
August
2003 Mr. Edwards settled a civil enforcement action brought against him by
the
Securities and Exchange Commission in U.S. District Court in Tampa, Florida.
The
complaint alleged that Mr. Edwards, while serving as president of SRI/Surgical
Express, Inc. (SRI), a publicly traded Florida hospital supply company, caused
SRI to enter into two transactions that resulted in SRI overstating its Fiscal
2001 third quarter revenue. Without admitting or denying the allegations in
the
complaint, Mr. Edwards consented to the entry of a Final Judgment permanently
enjoining him from future violations of (or aiding and abetting violations
of)
Sections 10(b), 13(b)(5), and 13(b)(2)(A) and (B) of the Securities Exchange
Act
of 1934 and Exchange Act Rule 13b2-1. The Final Judgment also imposed a $50,000
civil penalty.
40
Dr.
Stephan Rechtschaffen
-
Director
-Dr.
Rechtschaffen joined the Board of Directors on February 2, 2004. He co-founded
Omega Institute in 1977 and is the present CEO and Chairman of the Board. He
was
the developer and director of Foxhollow Wellness Spa in Lenox, MA from September
1987 through June 1989, and director of the Rhinebeck Health Center in
Rhinebeck, NY, from November 1983 through March1989. Dr. Rechtschaffen is the
author of: TimeShifting;
Creating More Time to Enjoy Your Life,
1996,
published in the United States by Doubleday, and in England, Europe, Japan
and
Australia by Random House. He is co-author of Vitality
and Wellness,
1999,
published by Dell. Dr. Rechtschaffen received his medical degree in 1973 from
New York Medical College in New York City. His residency was at Harkness
Community Hospital in San Francisco.
Family
Relationships
There
are
no family relationships between any of our company's directors or executive
officers.
Section
16 of the Exchange Act requires Nanobac's directors and officers and persons
who
own more than 10% of a registered class of Nanobac's equity securities, to
file
initial reports of ownership and reports of changes in ownership with the SEC.
Such persons are required by SEC regulations to furnish Nanobac with copies
of
all Section 16(a) forms they file.
Specific
due dates for such reports have been established by the Commission and the
Company is required to disclose any failure to file reports by such
dates. The Company notes that John Stanton, Alexander Edwards and Gary
Mezo have not filed any reports of ownership or changes in ownership pursuant
to
Section 16(a) filing requirements.
Audit
Committee
We
have
not established a separate audit committee. Accordingly, the Board of Directors
serves as the audit committee. The Chairman of the Board of Directors is also
our CEO and is not considered an independent director. An audit committee
financial expert has not been identified on the Board of Directors.
Code
of Ethics
We
have
not adopted a Code of Ethics as of March 30, 2006. The Board of Directors is
in
the process of drafting a Code of Ethics specific to our Company.
41
Item
10. Executive
Compensation
Particulars
of compensation awarded to, earned by or paid to:
(a)
our
company's chief executive officer (the
"CEO");
(b)
each
of our company's four most highly compensated executive officers
who were
serving as executive officers at the end of the most recently completed
fiscal year and whose total salary and bonus exceeds $100,000 per
year;
and
(c)
any
additional individuals for whom disclosure would have been provided
under
(d)
but
for the fact that the individual was not serving as an executive
officer
of our company
at the end of the most recently completed fiscal
year
the
Named
Executive Officers are set out in the summary compensation table below.
Annual
Compensation
Other
Annual
All
Other
Name
and Principal Position
Year
Salary
Bonus
Compensation
Compensation
(1)
John
D. Stanton (2) (3)
2005
$
0
$
0
$
0
$
0
Chairman
of the Board and
2004
$
0
$
0
$
0
$
0
Chief
Financial Officer
2003
$
0
$
0
$
745,000
$
0
Alex
Edwards (4) (5)
2005
$
6,123
$
0
$
0
$
0
Chief
Executive Officer
2004
$
228,536
$
0
$
5,000
$
0
2003
$
76,920
$
0
$
0
$
0
(1)
In
accordance with SEC rules, other compensation in the form of perquisites
and other personal benefits is omitted, such perquisites and other
personal benefits constituted less than the lesser of $50,000 or
10% of
the total annual salary and bonus for the Named Executive Officer
for such
year.
(2)
Mr.
Stanton has served as the Chairman of the Board of Directors and
Chief
Financial Officer since March 2001 and served as Chief Executive
Officer
from March 2001 through January 2004 and July 2004 through present.
(3)
Other
Annual Compensation for 2003 is the value of 59,433,890 shares of
the
Company’s common stock or common stock equivalents issued to affiliates of
Mr. Stanton
(4)
Mr.
Edwards commenced employment with Nanobac in March 2003 and was named
Chief Executive Officer in January 2004. He relinquished the Chief
Executive Officer role in July 2004.
(5)
Other
Annual Compensation is the value of 500,000 shares of the Company’s common
stock issued to Mr. Edwards
42
Employment
and Compensation Agreement
John
Stanton
- Mr.
Stanton does not have an employment or similar agreement with Nanobac. To date,
Mr. Stanton has received no salary or other compensation except for the receipt
of common and preferred shares in accordance with the Company’s bankruptcy plan.
Alexander
Edwards
-
On
July23, 2004, Mr. Edwards resigned as Chief Executive Officer. Mr. Edwards continues
to serve as a member of the Board of Directors. As a result of his resignation
as Chief Executive Officer, Mr. Edwards voluntarily terminated his employment
agreement and his salary was adjusted to $23,660 for the performance of limited
services to Nanobac from July 2004 through April 1, 2005 and from January 2006
through present.
Directors'
Compensation
Nanobac's
directors, who are not also employees of Nanobac, receive no monetary
compensation. Each director is entitled to receive reimbursement of
out-of-pocket expenses for attending Board of Director or committee meetings.
Each independent Director is to receive options to acquire 1,500,000 shares
of
Nanobac’s common stock. The issuance of these options is contingent upon the
approval of a stock option plan by Nanobac’s stockholders. If a stock option
plan is not approved, the Directors may receive 1,500,000 restricted shares
of
Nanobac.
Compensation
Committee Interlocks and Insider Participation
The
Company has not formed a Compensation Committee, accordingly, the Board of
Directors acts in the Compensation Committee’s capacity. The Board of Directors
is responsible for reviewing and recommending salaries, bonuses and other
compensation for Nanobac's executive officers.
Mr.
Edwards is currently on the Board of Directors and was an employee of the
Company from September 2003 through March 2004 and January 2006 through the
present.
Stock
Options
We
currently do not have a stock option plan.
43
Item
11. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Principal
Stockholders The
following table sets forth, as of March 30, 2006, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock
and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest
in
the shares of common stock, except as otherwise indicated.
Directors
and Executive Officers as a Group (Four persons)
85,176,250
44.02%
(1)
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and generally includes voting or investment power
with
respect to securities. For purposes of calculating the percentage
beneficially owned, the number of shares deemed outstanding includes
193,506,759 shares outstanding as March 30, 2006. Unless otherwise
provided, the street address of each beneficial owner is c/o Nanobac
Pharmaceuticals, Incorporated, 4730 N. Habana Avenue, Suite 205,
Tampa,
Florida33614.
(2)
Nanobac
has relied upon information reported by the respective stockholder
to the
SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange
Act of
1934, as amended, as of March 16,2006.
(3)
Includes
9,760,000 shares held by Mr. Mezo’s spouse, Nancy Schriewer, and 160,000
shares held by Nancy Schriewer’s father as to which he disclaims
beneficial ownership.
(4)
Includes
74,442,658 shares held by the corporate entities of Escape Velocity
of
Tampa Bay, Inc., White Knight SST, Inc., Stone Enclosure, Inc., Wade
Inc.
of Tampa Bay and Denouement Strategies, Inc. in which Mr. Stanton
owns a
controlling ownership.
44
Changes
in Control
We
are
unaware of any contract or other arrangement the operation of which may at
a
subsequent date result in a change of control of Nanobac.
Item
12. Certain
Relationships and Related Transactions
Since
emerging from bankruptcy in November 2002, Nanobac has financed its activities
primarily from advances from affiliates of the Company’s CEO (“CEO Affiliates”).
From time to time the CEO Affiliates have converted these loans into shares
of
Nanobac’s common stock.
Through
March 30, 2006, $3.7 million is due to CEO Affiliates for cash loans to Nanobac.
These loans bear interest at the rate of 5% per annum. None of the CEO
Affiliates’ loans were converted to shares of Nanobac’s common stock from
January 1, 2005 through March 30, 2006.
Subscription
Agreement
During
December 2004, the Company entered into a Subscription Agreement with an entity
affiliated with the Chief Executive Officer. Under the terms of the Subscription
Agreement, the entity converted a $500,000 loan to equity. The Company is to
receive additional cash of $500,000 within five days of registering the common
shares and warrants issued as a result of the Subscription Agreements. The
number of common shares to be issued is equal to the amount received divided
by
the lesser of $.12 or 52% of the average closing bid price of the Company’s
common stock on the five trading days immediately prior to the date on which
the
registration statement is declared effective (“Fixed Price”). In addition, the
Subscription Agreement provided for the issuance of warrants equal to the number
of common shares issued. Fifty percent (50%) of the warrants are exercisable
at
110% of the Fixed Price and the remaining 50% of the warrants are exercisable
at
150% of the Fixed Price. Unexercised warrants will expire December 31, 2008.
As
of
March 30, 2006, the registration statement has not been declared effective
and
the Fixed Price has not been determined. Accordingly, the additional cash of
$500,000 for common shares has not been received, no warrants have been issued
and the number of shares to be issued under this subscription agreement has
not
been determined.
45
Item
13. Exhibits
(a)
The
following documents are filed as part of this
report:
(1)
Financial
Statements
The
following Financial Statements are included herein:
Page
Number
· Report
of Aidman Piser & Company, Independent Auditors
· Consolidated
Statements of Operations for the years ended December 31, 2005 and
2004
F-3
· Consolidated
Statements of Stockholders’ Deficit for the years ended December 31, 2005
and 2004
F-4
· Consolidated
Statements of Cash Flows for the years ended December 31, 2005 and
2004
F-5
· Notes
to Consolidated Financial Statements
F-6-F-20
(2)
Financial
Statement Schedules
Financial
Statement Schedules have been omitted because they are not applicable or are
not
required or the information required to be set forth therein is included in
the
consolidated financial statements or notes thereto.
(b)
Form
8-K
(1)
Reports
on Form 8-K filed during the quarter ended December 31,2005:
None
(c)
Exhibits
The
following exhibits are filed as a part of, or are incorporated by reference
into, this Report on Form 10-KSB:
Acquisition
Agreement dated December 6, 2002, between American Enterprise Corporation
and HealthCentrics, Inc. and its stockholders (Previously filed with
the
SEC as an exhibit to the Registrant’s Current Report on Form 8-K
dated December 13, 2002, and incorporated herein by
reference)
Share
Purchase Agreement dated September 25, 2002 between NanobacLabs,
L.L.C.
and selected stockholders of Nanobac OY (Previously filed with the
SEC as
an exhibit to the Registrant’s Current Report on Form 8-K dated
November 26, 2003, and incorporated herein by
reference)
10.6
Convertible
Promissory Note Loans Purchase Agreement dated September 25, 2002
between
NanobacLabs, L.L.C. and selected stockholders of Nanobac OY (Previously
filed with the SEC as an exhibit to the Registrant’s Current Report on
Form 8-K dated November 26, 2003, and incorporated herein by
reference)
10.7
Closing
Agreement dated November 5, 2003 between NanobacLabs, L.L.C. and
selected
stockholders of Nanobac OY (Previously filed with the SEC as an exhibit
to
the Registrant’s Current Report on Form 8-K dated November 26, 2003,
and incorporated herein by
reference)
47
10.9
Lease
Agreement dated April 17, 2002 between NanobacLabs, L.L.C. and MLK-Tampa
Associates, LLC regarding 5,593 square feet of office space located
at
2727 W. Martin Luther King Blvd. - Suite 850, Tampa, Florida and
First
Amendment to Lease dated September 1, 2002 between NanobacLabs, L.L.C.
and
MLK-Tampa Associates, LLC regarding 2,121 square feet of office space
located at 2727 W. Martin Luther King Blvd. - Suite 101, Tampa, Florida
(Previously filed with the SEC as an exhibit to the Registrant’s Annual
Report on Form 10-KSB fore the year ended December 31, 2004 and
incorporated herein by reference)
Sublease
Agreement dated May 18, 2004 between NanobacLabs, L.L.C. and Tampa
Bay
Surgery Center Associates, Ltd regarding the sublease of 2,121 square
feet
of office space located at 2727 W. Martin Luther King Blvd. - Suite
101,
Tampa, Florida (Previously filed with the SEC as an exhibit to the
Registrant’s Annual Report on Form 10-KSB fore the year ended December 31,2004 and incorporated herein by
reference)
Executive
Employment Agreement between Nanobac Pharmaceuticals, Incorporated,
and E.
Olavi Kajander, MD, PhD, an individual dated January 15, 2004 (Previously
filed with the SEC as an exhibit to the Registrant’s Current Report on
Form 8-K dated March 31, 2004, and incorporated herein by
reference)
10.15
Executive
Employment Agreement between Nanobac Pharmaceuticals, Incorporated
and
Neva Ciftcioglu, PhD, an individual dated March 31, 2004 (Previously
filed
with the SEC as an exhibit to the Registrant’s Current Report on
Form 8-K dated March 31, 2004, and incorporated herein by
reference)
48
10.16
Nonreimbursable
Space Act Agreement between The National Aeronautics and Space
Administration Lyndon B. Johnson Space Center and Nanobac Pharmaceuticals,
Incorporated (Previously filed with the SEC as an exhibit to the
Registrant’s Current Report on Form 8-K dated September 13, 2004 and
incorporated herein by reference)
10.17
Debt
Cancellation Agreement dated August 30, 2004 between Nanobac
Pharmaceuticals, Incorporated and E. Olavi Kajander (Previously filed
with
the SEC as an exhibit to the Registrant’s Annual Report on Form 10-KSB
fore the year ended December 31, 2004 and incorporated herein by
reference)
10.18
Amendment
to Executive Employment Agreement dated August 30, 2004 between Nanobac
Pharmaceuticals, Incorporated and E. Olavi Kajander (Previously filed
with
the SEC as an exhibit to the Registrant’s Annual Report on Form 10-KSB
fore the year ended December 31, 2004 and incorporated herein by
reference)
10.19
Stock
Purchase Agreement dated August 30, 2004 between Nanobac Pharmaceuticals,
Incorporated and E. Olavi Kajander (Previously filed with the SEC
as an
exhibit to the Registrant’s Annual Report on Form 10-KSB fore the year
ended December 31, 2004 and incorporated herein by
reference)
10.20
Amendment
to Executive Employment Agreement dated September 10, 2004 between
Nanobac
Pharmaceuticals, Incorporated and Neva Ciftcioglu (Previously filed
with
the SEC as an exhibit to the Registrant’s Annual Report on Form 10-KSB
fore the year ended December 31, 2004 and incorporated herein by
reference)
10.21
Subscription
Agreement, Registration Rights Agreement and Form of Warrant dated
August13, 2004 between Nanobac Pharmaceuticals, Incorporated and The Nutmeg
Group, LLC (serves as form of agreement for similar subscription
agreements)
10.22
Subscription
Agreement, Registration Rights Agreement and Form of Warrant dated
September 3, 2004 between Nanobac Pharmaceuticals, Incorporated and
Jaytern Associates, Inc (Previously filed with the SEC as an exhibit
to
the Registrant’s Annual Report on Form 10-KSB fore the year ended December31, 2004 and incorporated herein by
reference)
10.23
Debt
Cancellation Agreement dated September 20, 2004 between Nanobac
Pharmaceutical, Incorporated and Escape Velocity, Inc. (Previously
filed
with the SEC as an exhibit to the Registrant’s Annual Report on Form
10-KSB fore the year ended December 31, 2004 and incorporated herein
by
reference)
49
10.24
Debt
Cancellation Agreement dated October 18, 2004 between Nanobac
Pharmaceutical, Incorporated and Benedict Maniscalco (Previously
filed
with the SEC as an exhibit to the Registrant’s Annual Report on Form
10-KSB fore the year ended December 31, 2004 and incorporated herein
by
reference)
Second
amendment to lease agreement between Nanobac Sciences, LLC and CNL
Retirement MOP Tampa, Florida, LP regarding reduction of 5,593 square
feet
of office space located at 2727 W. Martin Luther King Blvd. - Suite
850,
Tampa, Florida to 4.053 square feet of office
space
16.1
Baumann,
Raymondo & Company, P.A. letter to the Securities and Exchange
Commission dated February 3, 2004 (Previously filed with the SEC
as an
exhibit to the Registrant’s Current Report on Form 8-K dated January30, 2004, and incorporated herein by
reference)
Certification
to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive
Officer
31.2
Certification
to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial
Officer
32.1
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 - Chief Executive
Officer
32.2
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
50
Item
14. Principal
Accountant Fees and Services
The
following summarizes the fees paid to Aidman,
Piser & Company, P.A., Independent Auditors
for the
years ended December 31, 2005 and 2004:
2005
2004
Audit
$
93,405
$
63,000
Audit
related
-
-
Tax
-
-
Other
-
-
Total
$
93,405
$
63,000
Aidman,
Piser & Company, P.A. did not perform any professional services with respect
to information systems design and implementation for the years ended December31, 2005 and 2004.
The
Board
of Directors has considered whether the Audit-Related services provided by
Aidman, Piser & Company, P.A. are compatible with maintaining that firm’s
independence.
From
and
after the effective date of the SEC rule requiring Audit Committee pre-approval
of all audit and permissible non-audit services provided by independent
registered public accountants, the Board of Directors has approved all audit
and
permissible non-audit services provided by Aidman, Piser & Company, P.A.
51
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned; thereunto duly authorized, on March 30, 2006.
Nanobac
Pharmaceuticals, Incorporated
By:
/s/ John
D.
Stanton
John
D. Stanton
Chief
Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of Registrant and in the
capacities indicated on March 30, 2006.
Signature
Title
/s/ John
D. Stanton
John
D. Stanton
Chairman
of the Board of Directors
Chief
Executive Officer and Chief Financial Officer (Principal Executive
and
Financial Officer)
/s/ Benedict
S. Maniscalco
Benedict
S. Maniscalco, M.D.
Director,
Director of Clinical Research and Medical Director
/s/ Alexander
Edwards III
Alexander
Edwards III
Director
/s/ Stephan
Rechtschaffen
Stephan
Rechtschaffen, M.D.
Director
/s/ Michael
J Dean
Michael
J Dean
Vice
President - Finance and Controller (Principal Accounting
Officer)
52
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of
Directors
Nanobac
Pharmaceuticals, Incorporated and Subsidiaries
Tampa,
Florida
We
have
audited the accompanying consolidated balance sheet of Nanobac Pharmaceuticals,
Incorporated and Subsidiaries (the “Company”), as of December 31, 2005, and the
related consolidated statements of operations, stockholders’ equity
(deficit) and cash flows for the two years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audits in accordance with standards of the Public Accounting
Oversight Board (United States of America). 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 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 audits provide
a
reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the consolidated financial position of Nanobac
Pharmaceuticals, Incorporated and Subsidiaries, at December 31, 2005, and
the
consolidated results of their operations and their cash flows for the two
years
then ended in conformity with accounting principles generally accepted in
the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company has suffered recurring losses from operations,
has working capital and net capital deficiencies and is dependent upon continued
financing from stockholders and outside investors, all of which raise
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
1.
Nature
of operations and summary of significant accounting
policies
Nature
of business
Nanobac
Pharmaceuticals, Incorporated and subsidiaries, ("Nanobac”, the "Company", or
"NNBP") trades under the symbol "NNBP."
Nanobac’s
primary business is the study and development of therapeutic and diagnostic
technologies related to nanobacterium sanguineum (“Nanobacteria”). Nanobacteria
are believed to be small, slowly growing nano-particles that can be found in
human blood, kidney stones and arterial wall plaques.
Principles
of consolidation
The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries, Nanobac Sciences LLC, Nanobac OY and Nanobac Research
Institute LLC. All material intercompany transactions and balances have been
eliminated in consolidation.
Liquidity
and management plans
The
accompanying consolidated financial statements have been prepared assuming
that
NNBP will continue as a going concern. The Company has incurred recurring losses
and has a working capital deficiency at December 31, 2005. The Company is
dependent on the continued financing from outside investors including additional
stockholder loans. All of these matters raise substantial doubt about the
ability of the Company to continue as a going concern. Management believes
that
NNBP will need to raise additional capital in order to launch new clinical
trials, fund research and development for new treatment areas, and general
working capital requirements. Capital may be raised through further sales of
equity securities, which may result in dilution of the position of current
stockholders. At this time, there are no firm commitments to invest in NNBP.
If
NNBP is unable to obtain such financing, the business might not attain
profitability.
There
can
be no assurances that NNBP will be successful in obtaining debt or equity
financing in order to achieve its financial objectives and continue as a going
concern. The financial statements do not include any adjustments to the carrying
amount of assets and the amounts and classifications of liabilities that might
result from the outcome of this uncertainty.
Revenue
recognition
Revenue
is recognized when the Company’s products are shipped and title has passed or
when diagnostic results are provided to the customer. Revenue from the Company’s
observation rights’ agreement is being recognized over the agreement’s 12-month
term using the straight-line method. Revenue is recorded net of allowances
for
estimated discounts and incentives.
Inventory
Inventory
is stated at the lower of cost or market. Cost is determined in a manner which
approximates the first-in, first-out (FIFO) method. Inventory consists of raw
materials for currently marketed products and materials and processing costs
for
antibodies and antigens used in our Finland laboratory. Inventory is shown
net
of applicable allowances. Shipping costs are expensed as incurred and are
included in cost of revenue.
F-6
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
1.
Nature of operations and summary of significant accounting policies
(continued)
Furniture
and equipment
Furniture
and equipment consist of furniture, fixtures, computers and lab equipment and
are recorded at cost. Furniture and equipment are depreciated using the
straight-line method over the estimated useful lives of three to seven
years.
Intangible
assets and goodwill
Intangible
assets are recorded at cost, less accumulated amortization. Intangible assets
consist of patents, product rights and goodwill obtained in the acquisition
of
NanobacLabs
Pharmaceuticals, Inc. and Nanobac OY.
Amortization of intangible assets is provided over the following estimated
useful lives on a straight-line basis:
Patents
12
years
Product
rights
5
years
Goodwill
and intangible asset amortization is not deductible for income tax purposes.
Impairment
of long-lived assets and intangible assets
In
accordance with Statement of Financial Accounting Standards No. 142, “Goodwill
and Other Intangible Assets” (“SFAS No. 142”), and Statement of Financial
Accounting Standards, No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets” (“SFAS No. 144”), the Company reviews its non-amortizable
long-lived assets, including intangible assets and goodwill for impairment
annually, or sooner whenever events or changes in circumstances indicate the
carrying amounts of such assets may not be recoverable. Other depreciable or
amortizable assets are reviewed when indications of impairment exist. Upon
such
an occurrence, recoverability of these assets is determined as follows. For
long-lived assets that are held for use, the Company compares the forecasted
undiscounted net cash flows to the carrying amount. If it is determined that
the
long-lived asset will be unable to recover its carrying amount, then it is
written down to fair value. For long-lived assets held for sale, assets are
written down to fair value. Fair value is determined based on discounted cash
flows oR appraised values from management’s estimates, depending upon the nature
or the assets. Impairment within goodwill is tested using a two step method.
The
first step is to compare the fair value of the reporting unit to its book value,
including goodwill. If the fair value of the unit is less than its book value,
the Company then determines the implied fair value of goodwill by deducting
the
fair value of the reporting unit’s net assets from the fair value of the
reporting unit. If the book value of goodwill is greater than its implied fair
value, the Company writes down goodwill to its implied fair value. There were
no
impairment adjustments recorded in 2005 and 2004.
Use
of estimates
The
preparation of 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 of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-7
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
1.
Nature of operations and summary of significant accounting policies
(continued)
Loss
per share
Loss
per
share represents the loss attributable to common stockholders divided by the
weighted average number of common shares outstanding during the period. The
effect of incremental shares from common stock equivalents (warrants - see
Note
10) is not included in the calculation of net loss per share as the inclusion
of
such common stock equivalents would be anti-dilutive. Accordingly, fully
dilutive shares outstanding equal basic shares outstanding as of December 31,2005 and 2004.
Accumulated
other comprehensive loss
Accumulated
other comprehensive loss consists of foreign currency translation adjustments
related to our Finland operations. Accumulated other comprehensive income has
no
applicable income tax.
Financial
Instruments
The
Company accounts, classifies and measures certain financial instruments with
characteristics of both liabilities and equity in accordance with Financial
Accounting Standards Board Statement No. 150, “Accounting for certain Financial
Instruments with Characteristics of both Liabilities and Equity” (“FAS 150”).
Pursuant to FAS 150, a financial instrument that embodies an unconditional
obligation, or a financial instrument other than an outstanding share that
embodies a conditional obligation, that the issuer must or may settle by issuing
a variable number of its equity shares, if, at inception, the monetary value
of
the obligation is based solely or predominantly on a fixed monetary amount
known
at inception requires the issuer to classify the financial instrument as a
liability. Further, the liability is to be measured initially and subsequently
at the fair value that the financial instrument obligates the issuer to convey
to the holder at the settlement date. The shares issued in connection with
the
2005 and 2004 Subscription Agreement transactions discussed in Note 11 are
derivative transactions and as such have been presented in the accompanying
consolidated balance sheets as a liability and in the accompanying statements
of
operations as a loss on the stock settlement obligation.
The
carrying value of NNBP’s financial instruments, including cash, accounts
receivable, accounts payable, short-term note payable and stockholder loans
approximate their fair market values.
Research
and development expenses
Research
and development expenses are comprised of the following types of costs incurred
in performing R&D activities: salaries and benefits, occupancy costs of our
Finland laboratory, professional fees, clinical trial and related clinical
manufacturing costs. Research and development costs are expensed as incurred.
F-8
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
1.
Nature of operations and summary of significant accounting policies
(continued)
Income
taxes
NNBP
records its federal and state tax liability in accordance with Financial
Accounting Standards Board Statement No. 109 “Accounting for Income Taxes”. The
deferred taxes are recorded for temporary differences between the recognition
of
income and expenses for tax and financial reporting purposes, using current
tax
rates. Deferred assets and liabilities represent the future tax consequences
of
those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled.
Recent
accounting pronouncements
In
May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
("SFAS 154"). SFAS 154 replaces APB No. 20, "Accounting Changes" and SFAS No.3,
"Reporting Accounting Changes in Interim Financial Statements" and establishes
retrospective application as the required method for reporting a change in
accounting principle. SFAS 154 provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable.
The
reporting of a correction of an error by restating previously issued financial
statements is also addressed. SFAS 154 is effective for accounting changes
and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Company does not anticipate that the adoption of SFAS 154 will have a
material impact on its consolidated financial statements.
In
February 2006, the FASB issued Statement of Financial Accounting Standard (SFAS)
No. 155 (SFAS No. 155), ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS--AN
AMENDMENT OF FASB STATEMENTS NO. 133 AND 140, to simplify and make more
consistent the accounting for certain financial instruments. Specifically,
SFAS
No. 155 amends SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, to permit fair value remeasurement for any hybrid financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis.
Prior
to fair value measurement, however, interests in securitized financial assets
must be evaluated to identify interests containing embedded derivatives
requiring bifurcation. The amendments to SFAS No. 133 also clarify that
interest-only and principal-only strips are not subject to the requirements
of
the SFAS, and that concentrations of credit risk in the form of subordination
are not embedded derivatives. Finally, SFAS No. 155 amends SFAS No. 140,
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS, to allow a
qualifying special-purpose entity (SPE) to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entity's first fiscal year that begins
after
September 15, 2006, with earlier application allowed. The Company does not
anticipate that the adoption of this statement to have a material impact on
its
consolidated financial statements.
Reclassifications
Certain
prior year amounts have been reclassified to conform to the current year
presentation.
F-9
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
During
January through March 2004, NNBP acquired 35% of Nanobac OY from OY Minority
Stockholders. The purchase price was (a) 5 million shares of NNBP’s common
stock, (b) 5 million warrants convertible into NNBP’s common stock at $.005 per
share and (c) cash consideration of 15,000 Euros. Total consideration to the
OY
Minority Stockholders is valued at $4.3 million. After this acquisition, the
Company owned 100% of Nanobac OY.
The
total
consideration to date for OY is $5.1 million, which included cash payments
(made
prior to 2004), the fair value of NNBP’s common stock, and direct transaction
costs. The
following table summarizes the estimated fair values of the assets acquired
and
liabilities assumed as of the acquisition date:
Current
assets
$
37,534
Furniture
and equipment
29,286
Identifiable
intangible assets
5,243,048
Other
assets
4,731
Current
liabilities
(11,884
)
Advances
from Nanobac
(228,119
)
$
5,074,596
Acquired
identifiable intangible assets consist of patents for the detection and
treatment of Nanobacteria. The
allocation of the purchase price was based, in part, on third-party valuations
of the fair values of identifiable intangible assets. Amortization
of this asset commenced as of the acquisition date.
In
addition, as part of the above agreement, the OY Minority Stockholders agreed
to
employment agreements with NNBP. These agreements included $500,000 of signing
bonuses of which $150,000 was paid in 2004 and the remaining $350,000 (earned
upon certain triggering events that occurred in 2004) is payable two years
from
the agreement dates (January and March 2006) and is included in current
liabilities at December 31, 2005. As of March 30, 2006, the above obligations
have not been paid and ongoing discussions are being conducted with the Minority
Stockholders regarding these obligations.
F-10
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
The
following unaudited table compares NNBP’s reported operating results to pro
forma information prepared on the basis that the above acquisitions had taken
place at January 1, 2004. In management’s opinion, the unaudited pro forma
combined results of operations are not indicative of the actual results that
would have occurred had the acquisitions been consummated at the beginning
of
2004 or of future operations of the combined companies under the ownership
and
management of NNBP.
Year
ended Dec 31,
2004
As
Reported
Revenue
$
358,361
Net
loss
$
(8,518,408
)
Basic
loss per share
$
(0.06
)
Diluted
loss per share
$
(0.06
)
Proforma
(unaudited)
Revenue
$
358,361
Net
loss
$
(8,555,553
)
Basic
loss per share
$
(0.05
)
Diluted
loss per share
$
(0.05
)
3.
Discontinued Operations
During
October 2003, NNBP decided to divest its HealthCentrics business unit to focus
exclusively on its nanobacteria business unit. NNBP was unsuccessful in finding
a non-affiliated buyer for this business unit. During March 2004, this business
unit was sold to an affiliate of the current CEO for consideration of $250,000
(a reduction in amounts otherwise owed to the affiliate). NNBP’s gain on
disposal was $749,327, which is accounted for as a capital contribution given
the related party nature of the arrangement. Summary operating results for
the
discontinued operations for the year ended December 31, 2004 are as
follows:
2004
Revenue
$
5,301
Loss
before income taxes
($
57,268
)
Provision
for income taxes
--
Net
loss
($
57,268
)
F-11
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
Amortization
expense for the years ended December 31, 2005 and 2004 was $706,920 and
$669,775, respectively. Expected future amortization is summarized as
follows:
There
was
no current or deferred provision or benefit for income taxes for the years
ended
December 31, 2005 and 2004. The components of deferred tax asset as of December31, 2005 and 2004 are as follows:
2005
2004
Deferred
tax asset:
Net
operating loss carryforwards
$
4,333,000
$
3,495,000
Accrued
expenses
242,000
195,000
Valuation
allowance
(4,575,000
)
(3,690,000
)
Deferred
tax asset net of valuation allowance
$
-
$
-
As
of
December 31, 2005, the Company had approximately $11 million of net operating
loss carryforwards which expire between 2016 and 2025.
The
following table accounts for the differences between the actual tax provision
and the amounts obtained by applying the statutory U.S. federal income tax
rates
of 34% to the loss from continuing operations before income taxes and minority
interest:
2005
2004
Statutory
tax benefit
$
1,291,000
$
2,981,000
State
taxes, net of federal benefit
131,000
335,000
Nondeductible
expense for common
stock
issued for services
-
(999,000
)
Amortization
of intangible assets
(276,000
)
(261,000
)
Discontinued
operations
-
305,000
Nontaxable
derivative loss
(280,000
)
(251,000
)
Increase
in valuation allowance
(885,000
)
(2,116,000
)
Other,
net
19,000
6,000
Provision
for taxes
$
-
$
-
Changes
in the valuation allowance during the year ended December 31, 2005 were as
follows:
Valuation
allowance, beginning of year
$
3,690,000
Increase
from continuing operations
885,000
Valuation
allowance, end of year
$
4,575,000
F-14
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
An
entity
controlled by the Chief Executive Officer (who is also the largest stockholder
of NNBP), has loaned NNBP approximately $10.4 million from June 2003 through
December 2005. This loan bears interest at 5% and is due on demand. On September30, 2004, $7.5 million of the above loan was converted into 29,999,964 shares
of
the Company’s common stock at $0.25 per share, which exceeded the trading price
of the stock at that date. The excess of the debt conversion over the trading
price per share is included in additional paid-in capital. On December 13,2004
an additional $500,000 of the above loan was converted into 4,166,667 shares
of
the Company’s common stock at the approximate fair market value of $0.12 per
share, which is included in the Stock Settlement Liability at December 31,2005
(see Note 10). The remaining loan balance at December 31, 2005 was approximately
$2.4 million.
Interest
expense for the above loans for the years ended December 31, 2005 and 2004
was
approximately $67,000 and $238,000, respectively.
Short-term
notes payable
Short-term
notes payable consist of unsecured advances from employees of the Company.
These
notes bear interest at 5% and are due on demand.
Conversion
of debt into equity
During
August 2004, an employee and minority stockholder (less than 5% ownership of
the
Company) converted an $111,000 liability due from the Company into 923,458
shares of the Company’s common stock at the approximate fair market value of
$0.12 per share.
License
agreement
During
February 2004, NNBP entered into a licensing agreement with Pegasus Worldwide,
Inc. (“Pegasus”) to market one of NNBP's over the counter products. NNBP’s Chief
Executive Officer is a director of Pegasus. Under the terms of the license
agreement, NNBP was due $75 for each unit of product sold. For the year ended
December 31, 2004, NNBP recognized revenue of $46,800 under this license
agreement. Effective June 1, 2004, this license agreement was cancelled and
NNBP
is selling this product directly to customers.
F-15
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
The
holder(s) of preferred shares are entitled to receive non-cumulative dividends
not to exceed $.10 per share when and as declared by the Board of Directors.
In
the event of any liquidation, dissolution or winding down of the company, either
voluntary or involuntary, the holder(s) of each preferred share shall be
entitled to be paid on an amount equal to $4.00 per share. In the event that
the
Company authorizes the redemption of all or any preferred shares, the redemption
price shall be $4.30 per share. The preferred shares are convertible at any
time
into common at the ratio of 44.11 common shares to one preferred share. Holders
of preferred shares have a right to cast eight votes per preferred share and
the
right to elect 50% of the authorized members of the board of
directors.
Common
stock, preferred stock and warrant issuances
During
2004, creditors of the Company converted $7.8 million of liabilities into 32,1
million shares of the Company’s common stock as follows:
Common
Shares
Value
Stockholder
loan (Note 9)
29,999,964
$
7,499,990
Employee
(Note 9)
923,458
110,815
Unaffiliated
vendors
1,174
386
158,724
32,097,808
$
7,769,529
During
2004, the Company issued 5.0 million shares of its common stock and 5.0 million
warrants with an exercise price of $0.005 per share in connection with the
acquisition of the minority interest in OY (Note 2). The value of these stock
and stock equivalent issuances was $4.3 million.
From
August 2004 through February 2005, the Company entered into Subscription
Agreements with three unaffiliated investors. Under the terms of the
Subscription Agreements, the Company received cash of $852,500 (net of $122,500
of expenses) through September 30, 2005. The Company is to receive additional
cash of approximately $800,000 (net of expenses) within five days of registering
the common shares and warrants issued as a result of the Subscription
Agreements. The number of common shares to be issued is equal to the amount
received divided by the lesser of $.12 or 52% of the average closing bid price
of the Company’s common stock on the five trading days immediately prior to the
date on which the registration statement is declared effective (“Fixed Price”).
These amounts are classified as Stock Settlement Liability at December 31,2005.
In addition, the Subscription Agreements provide for the issuance of warrants
equal to the number of common shares issued. Fifty percent (50%) of the warrants
are exercisable at 110% of the Fixed Price and the remaining 50% of the warrants
are exercisable at 150% of the Fixed Price. Unexercised warrants will expire
December 31, 2008. The Company has agreed to use its best efforts to promptly
register the common shares and warrants.
During
December 2004, the Company entered into a Subscription Agreement with an
affiliate of the Company’s Chief Executive Officer. Under the terms of the
Subscription Agreement, the Company received cash of $500,000 during the year
ended December 31, 2004. The Company is to receive additional cash of $500,000
within five days of registering the common shares and warrants issued as a
result of the Subscription Agreement. All other terms of the Subscription
Agreement are substantially the same as the Subscription Agreements to the
unaffiliated investors described in the preceding paragraph. This amount is
classified as Stock Settlement Liability at December 31, 2005.
F-16
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
As
a
result of the above Subscription Agreements, at December 31, 2005, the Company
has issued 12,291,667 shares of common shares, which represents the minimum
number of shares to be issued under the Subscription Agreements in exchange
for
cash received through December 31, 2005. If the price of the Company’s stock is
less than $0.23 per share when the Company’s registration statement is declared
effective, the Company will be required to issue additional shares under the
above Subscription Agreements equal to a price of 52% of the average closing
bid
price of the Company’s common stock on the five trading days immediately prior
to the date on which the registration statement is declared effective. As of
December 31, 2005, the registration statement had not been declared effective.
The ultimate number of shares to be issued is indeterminate as the number of
shares is dependent on NNBP’s closing bid price when a registration statement is
declared effective. As a result, the $1.5 million of cash received under the
Subscription Agreements through December 31, 2005 is included in long-term
liabilities.
At
December 31, 2005, the Company measured the value of the variable number of
shares to be issued under the Subscription Agreements at the fair value that
the
financial instrument obligates the Company to convey to the holder at the
settlement date. As a result of this measurement, an additional $1.3 long-term
liability has been recorded as of December 31, 2005 with a charge to current
earnings of approximately $718,000 and $644,000 for the years ended December31,2005 and 2004, respectively.
During
January 2004 the Company issued 4.5 million common shares to an entity that
is
an affiliate of the Company’s CEO. The Company recognized an expense of $2.6
million in 2004 in connection with this 4.5 million stock issuance which is
the
approximate fair value of the stock on the issuance date.
Warrants
As
of
December 31, 2005, 5,000,000 warrants were outstanding with an exercise price
of
$.005 per common share and an expiration date of August 31, 2009. These warrants
were issued in connection with the OY acquisition (see Note 2).
At
the
finalization of the Subscription Agreements described above, approximately
72
million additional warrants will be issued with an estimated weighted average
exercise price of $.03 per common share and an expiration date of five years
from the date of issuance based on the Company’s stock price at December 31,2005. The warrants have not been issued at December 31, 2005 as the registration
statement has not been declared effective.
The
Company leases administrative and laboratory facilities and office equipment
under cancelable and non-cancelable operating leases that expire through June
2010. The following table summarizes the minimum future rental commitments
under
non-cancelable operating leases at December 31, 2005:
Rent
expense on operating leases for the years ended December 31, 2005 and 2004
was
approximately $186,000 and $222,000, respectively.
As
described in Note 2, the Company entered into five-year employment agreements
with certain former minority stockholders of Nanobac OY. Under the terms of
these employment agreements, Nanobac is obligated to pay $500,000 annually
in
compensation through March 2009. In addition, $350,000 is included in accrued
liabilities for unpaid signing bonuses under these employment agreements.
12
Contingencies
Nanobac
owned 100% of HealthCentrics from December 2003 through March 2004 when
HealthCentrics was sold by the Company to an affiliate.
On
August10, 2004, Nanobac was served with a civil action as filed in the Superior Court
of Fulton County State of Georgia by Foltz Martin LLC and Openbook Learning
Club, Inc. (“Foltz”). This suit alleges that the Company is liable for
approximately $67,000 of liabilities plus approximately $11,000 interest for
services performed by the plaintiffs for HealthCentrics, Inc. in 2003 and 2004.
A judgment was awarded to Foltz of approximately $78,000 in October 2005 when
the Company did not defend itself in this lawsuit. The Company anticipates
that
the affiliate that owns HealthCentrics will reimburse the Company for any
judgment actually paid. No liability has been included in the accompanying
balance sheet for this matter.
On
January 19, 2006, Nanobac was served with a civil action as filed in the
Superior Court of Fulton County State of Georgia by EliteCorp Atlanta, LLC
(“EliteCorp”). This suit alleges that the Company is liable for approximately
$318,000 of liabilities plus approximately $110,000 interest for services
performed by the plaintiffs for HealthCentrics, Inc. in 2003 and 2004. The
Company responded to this action on February 17, 2006 and denied virtually
all
the allegations of EliteCorp. The Company’s management believes that Nanobac is
not responsible for the liabilities of HealthCentrics and that the Company
will
ultimately prevail in this legal action. No liability has been included in
the
accompanying balance sheet for this matter.
F-18
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES
During
March 2006, Nanobac’s management decided that Nanobac would not sell dietary
supplements and the Company’s focus will be exclusively on the science that will
ultimately lead to drug discovery and the development of diagnostic products.
As
a result of the above decision, a charge to earnings of approximately $600,000
will be recognized for the write-off of the unamortized portion of product
rights intangible asset at the date of the above decision. Furniture and
equipment related to the dietary supplements’ business were sold at book value
to an entity controlled by the Company’s Chief Executive Officer and largest
shareholder. The above assets are included as held and used as furniture and
equipment and intangible assets in the accompanying financial statements as
the
planned disposition date is March 2006.
During
March 2006, the Company ceased occupying leased office space in Tampa, Florida.
As a result of the early abandonment of this office lease, a charge to earnings
of approximately $120,000 for the write-off of leasehold improvements and the
acceleration of lease payments associated with the abandoned lease will be
recorded in March 2006.
14
Quarterly Data
Mar
31
Jun
30
Sep
30
Dec
31
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
2005
Quarter ended
Revenue
$
151,865
$
167,988
$
130,394
$
206,555
Gross
profit
$
108,027
$
109,527
$
83,309
$
126,493
Net
loss
($1,505,921
)
($984,153
)
($645,547
)
($551,716
)
Loss
per share:
Basic
and Diluted
($0.01
)
($0.01
)
$
0.00
$
0.00
2004
Quarter ended
Revenue
$
32,385
$
73,564
$
118,141
$
134,271
Gross
profit
$
25,196
$
42,072
$
76,037
$
114,586
Loss
from continuing
operations
($4,221,972
)
($1,384,238
)
($994,276
)
($1,860,654
)
Net
loss
($4,279,240
)
($1,384,238
)
($994,276
)
($1,860,654
)
Loss
per share:
Basic
and Diluted
($0.03
)
($0.01
)
($0.01
)
($0.01
)
15
Restatements of previously reported quarterly financial
information
During
the fourth quarter of 2005, the Company reevaluated its accounting for the
stock
settlement obligation related to the common stock subscription agreements
discussed in Note 10. During the three, six and nine months ended March 31,
June
30 and September 30, 2005, the Company accounted for the stock settlement
obligation based on an incorrect fair value calculation. During the fourth
quarter of 2005, management determined that this obligation should be recorded
at the transaction’s initial fair value and thereafter adjusted to the fair
value at each subsequent reporting period until settlement at which time such
liabilities are reclassified into equity. As such, the unaudited quarterly
financial information as previously reported has been restated as
follows:
F-19
NANOBAC
PHARMACEUTICALS, INCORPORATED AND SUBSIDIARIES