Delaware |
22-2305613 |
|
| (State or other jurisdiction of |
(I.R.S. Employer |
|
incorporation or organization) |
Identification No.) |
1009 Avenue C, Suite. #6
Bayonne, NJ 07002
(Address of principal executive offices)
(201) 243-0011
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months and (2) has been subject to such filing requirements for the past 90 days.
|
Yes |
X No |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: 96,154,513 shares of Common Stock, $.01 par value
| November 30, | May 31, | ||
|---|---|---|---|
| 2001 | 2001 | ||
| CURRENT ASSETS | |||
Cash in banks |
$830 | $10,080 | |
Inventory |
54,300 | 54,300 | |
Total Current Assets |
55,130 | 64,380 | |
| PROPERTY AND EQUIPMENT | |||
Equipment |
237,300 | 343,702 | |
Furniture and fixtures |
37,200 | 104,679 | |
| 274,500 | 448,381 | ||
Less: Accumulated depreciation |
266,034 | 436,958 | Total Property and Equipment, Net |
8,466 | 11,423 |
| OTHER ASSETS | |||
Loans Receivable |
4,500 | 4,500 | |
Due from related parties |
6,714 | 10,459 | |
Security deposit |
1,556 | 1,556 | |
Other assets |
100 | 100 | |
Total Other Assets |
12,870 | 16,615 | |
| TOTAL ASSETS | |||
| $76,466 | $92,418 | ||
See Notes to Financial Statements
LIABILITIES AND STOCKHOLDERS' DEFICIT
| November 30, | May 31, | ||
|---|---|---|---|
| 2001 | 2001 | ||
| CURRENT LIABILITIES | |||
Accounts payable |
$34,963 | $39,062 | |
Accrued Expenses |
29,440 | 37,440 | |
Cash held pending issuance of stock |
10,200 | 0 | |
Taxes payable |
22,180 | 16,171 | |
| Total Current Liabilities | 96,783 | 92,673 | |
Due to related parties |
230,854 | 201,854 | |
| Total Liabilities | 327,637 | 294,527 | |
| STOCKHOLDERS' (DEFICIT) | |||
Common Stock $.01 par value- |
961,545 | 908,063 | |
Preferred Stock -$10 par value-600,000 | 1,454,080 | 1,454,080 | |
Common Stock Warrants Outstanding |
54,563 | 0 | |
Capital in excess of par value |
21,997,902 | 21,900,730 | |
Stock subscription receivable |
(28,313) | (36,033) | (Deficit)-accumulated during |
(23,315,264) | (23,053,265) |
| 1,124,513 | 1,173,575 | ||
Less: Treasury stock-116,625 |
1,375,684 | 1,375,684 | Total stockholder' (Deficit) |
(251,171) | (202,109) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $76,466 | $92,418 | |
See Notes to Financial Statements
| Cumulative from Inception |
Three months ended November 30, 2001 |
Three months ended November 30, 2000 |
|||
|---|---|---|---|---|---|
| REVENUES | $1,971,588 | $ -0- | $ -0- | ||
| DIRECT EXPENSES | 1,521,485 | -0- | -0- | ||
| GROSS PROFIT | 450,103 | -0- | -0- | ||
| GENERAL & ADMINISTRATIVE EXPS. | 13,977,691 | 89,580 | -131,191 | ||
| RESEARCH & DEVELOPMENT EXPS. | 5,178,320 | 117,005 | -0- | ||
| PROVISION FOR UNCOLLECTIBLE ADVANCES TO AFFILIATES |
1,004,881 | -0- | -0- | ||
| 20,160,892 | 206,585 | 131,191 | |||
| OPERATING (LOSS) | (19,710,789) | (206,585) | (131,191) | ||
| OTHER INCOME (EXPENSE): | |||||
| Interest income | 1,025,917 | -0- | -0- | ||
| Other income | 571,523 | -0- | 132,924 | ||
| Interest (expense) | (96,829) | -0- | -0- | ||
| (Loss) on investment in Affiliates | (5,196,855) | -0- | -0- | ||
| Gain (Loss) on disposition of fixed assets | 42,881 | -0- | -0- | ||
| (3,653,363) | -0- | 132,924 | |||
| NET INCOME/(LOSS) FROM DEVELOPMENT STAGE ACTIVITIES |
(23,364,152) | (206,585) | (1,733) | ||
| PRIOR PERIOD ADJUSMENT | 48,888 | -0- | -0- | ||
| NET INCOME/(LOSS) AFTER PRIOR PERIOD ADJUSMENT |
$(23,315,264) | $(206,585) | $(1,733) | ||
| INCOME/(LOSS)PER SHARE | ($0.002) | ($0.000) | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DURING THE PERIOD |
94,405,109 | 87,011,179 |
See Notes to Financial Statements
| Cumulative from Inception |
Six months ended November 30, 2001 |
Six months ended November 30, 2000 |
|||
|---|---|---|---|---|---|
| REVENUES | $1,971,588 | $ -0- | $ -0- | ||
| DIRECT EXPENSES | 1,521,485 | -0- | -0- | ||
| GROSS PROFIT | 450,103 | -0- | -0- | ||
| GENERAL & ADMINISTRATIVE EXPS. | 13,977,691 | 133,619 | 177,246 | ||
| RESEARCH & DEVELOPMENT EXPS. | 5,178,320 | 128,380 | -0- | ||
| PROVISION FOR UNCOLLECTIBLE ADVANCES TO AFFILIATES |
1,004,881 | -0- | -0- | ||
| 20,160,892 | 261,999 | 177,246 | |||
| OPERATING (LOSS) | (19,710,789) | (261,999) | (177,246) | ||
| OTHER INCOME (EXPENSE): | |||||
| Interest income | 1,025,917 | -0- | -0- | ||
| Other income | 571,523 | -0- | 132,924 | ||
| Interest (expense) | (96,829) | -0- | -0- | ||
| (Loss) on investment in Affiliates | (5,196,855) | -0- | -0- | ||
| Gain (Loss) on disposition of fixed assets | 42,881 | -0- | -0- | ||
| (3,653,363) | -0- | 132,924 | |||
| NET INCOME/(LOSS) FROM DEVELOPMENT STAGE ACTIVITIES |
(23,364,152) | (261,999) | (44,322) | ||
| PRIOR PERIOD ADJUSMENT | 48,888 | -0- | -0- | ||
| NET INCOME/(LOSS) AFTER PRIOR PERIOD ADJUSMENT |
$(23,315,264) | $(261,999) | $(44,322) | ||
| INCOME/(LOSS)PER SHARE | ($0.003) | ($0.001) | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DURING THE PERIOD |
92,672,371 | 88,264,865 |
See Notes to Financial Statements
| Cumulative from Inception |
Six months ended November 30, 2001 |
Six months ended November 30, 2000 |
|||
|---|---|---|---|---|---|
| CASH FLOW USED BY OPERATING ACTIVIES | |||||
| Net Income (loss) | ($23,364,152) | ($261,999) | ($44,322) | ||
| Ajustment to reconcile net (loss) to net cash flow from operating activities: |
|||||
| Depreciation | 1,664,303 | 2,957 | 1,700 | ||
| Amortization | 1,116,210 | -0- | -0- | ||
| (Gain) loss on disposed of fixed assets | (42,881) | -0- | -0- | ||
| Stock issued for services | 3,984,569 | 202,938 | 89,000 | ||
| Compensation recognition under employee stock option plans |
808,458 | -0- | -0- | ||
| Loss of investment in affiliates | 5,142,591 | -0- | -0- | ||
| Provision for uncollectable advances to affiliates |
1,004,881 | -0- | -0- | ||
| Increase (decrease) in current assets | (11,500) | -0- | -0- | ||
| Increase (decrease) in current liabilities | 96,992 | 4,109 | (31,070) | ||
| (9,598,529) | (51,995) | (15,308) | |||
| CASH FLOWS USED BY INVESTING ACTIVITIES: | |||||
| Patent costs and licenses | (30,659) | -0- | -0- | ||
| Purchase of fixed assets | (2,412,244) | -0- | -0- | ||
| Investments in and advances to affiliates | (3,912,626) | -0- | -0- | ||
| Proceeds from sale of fixed assets | 1,086,007 | -0- | -0- | ||
| Goodwill acquired | (1,085,551) | -0- | -0- | ||
| (Increase) decrease in other assets | 1,999 | 3,745 | -0- | ||
| (6,353,074) | 3,745 | -0- |
See Notes to Financial Statements
| Cumulative from Inception |
Six months ended November 30, 2001 |
Six months ended November 30, 2000 |
|||
|---|---|---|---|---|---|
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
| Proceeds from issuance of stock | $17,136,715 | $10,000 | $30,000 | ||
| Cash dividends | (505,976) | -0- | -0- | ||
| Purchase of treasury stock | (1,375,684) | -0- | -0- | ||
| Recovery of insider's selling profit | 17,198 | -0- | -0- | ||
| Payment of capital lease obligations | (303,652) | -0- | -0- | ||
| Advances from related parties | 1,210,967 | 29,000 | 36,260 | ||
| Repayments to related parties | (191,102) | -0- | (4,380) | ||
| Increase in long-term debt | 1,138,477 | -0- | -0- | ||
| Payments against long-term debt | (1,138,477) | -0- | -0- | ||
| Proceeds of notes payable | 25,976 | -0- | -0- | ||
| Repayment of notes payable | (25,976) | -0- | -0- | ||
| Stock subscription receivable | (36,033) | -0- | -0- | ||
| (15,952,433) | 39,000 | 61,880 | |||
| NET INCREASE (DECREASE) IN CASH: | 830 | (9,250) | (77,188) | ||
| Cash-beginning | -0- | 10,080 | 25,392 | ||
| Cash-end | $830 | $830 | $102,580 | ||
| SUPPLEMENTAL DISCLOSURES | |||||
| Cash paid for interest | $ 0 | $ 0 | $ 0 | ||
| Common stock warrants issued for services rendered |
$26,250 | $ 0 | |||
| Common stock issued for services rendered |
$176,688 | $ 0 | |||
See Notes to Financial Statements
NOTE 1 - REGARDING FINANCIAL STATEMENTS:
The financial information herein submitted is unaudited. However, in the opinion of management, such information reflects all adjustments (consisting only of normal occurring accruals) necessary for a fair statement of the results of operations for the periods being presented. Additionally, it should be noted that the accompanying condensed financial statements do not purport to be a complete disclosure in conformity with generally accepted accounting principles. These condensed statements should be read in conjunction with the Company's financial statements for the fiscal year ended May 31, 2001 and the Form 10-K dated June 20, 2002.
NOTE 2 - DUE FROM/TO RELATED PARTIES:
Receivables and Payables have been generated by transactions with related parties, which are detailed as follows:
| November 30, 2001 | |
| Due from (to) Related Parties: | |
| Corporate Officers and Directors | $ 6,714 |
| Shareholders | (230,583) |
| Joint Venture | (271) |
NOTE 3 - CAPITAL STOCK:
During the six months ended November 30, 2001 the Company issued 5,348,213 shares of common stock, par value $.01 per share, for an aggregate consideration of $10,000 in cash and $176,688 in services received by the Company
Also during the period June 1, 2001 to November 30,2201, the Company issued 1,500,000 common stock warrants at a cost to the Company of $26,250 in services performed by the warrant grantees.
NOTE 4 - OTHER MATTER:
The financial statements reflect a net loss of $(261,999) for the six months ended November 30, 2001 with accumulated (deficits) of $(23,059,328) as of the date.
It is highly likely that the Company will continue to sustain losses for the foreseeable future. Accordingly, the Company will continue to be dependent upon equity financing, the sale of its assets, or loans from officers and directors for operating funds.
Item 1. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations:
The Registrant's controls the proprietary operational features and key science insights for the technology called ElectroMolecular Propulsion ("EMP"), which it believes has broad application in the chemical, biomedical and electronic fields. EMP is a fundamental electrokinetic technology invented by Norman Haber. Essentially, EMP is a method of transporting and controlling a broad variety of molecules by means of an electrical field. EMP technology is uqnique and distinguishable from conventional electrophoresis. This ability, enhanced by other characteristics of the technology, indicates that EMP has a range of applications in chemical analytical instrumentation, extraction, purifications, control of chemical reactions electronic, and other uses.
More than 150 application protocols have been completed using the EMP instrument for use with dyes, proteins, etc. Such pre-figured protocols are an important user-friendly feature for the sale and use of the EMP instrument in niche markets. It enables the user to program the EMP instrument for their particular application for chemistry analysis, and quality control.
The Registrant will continue to effect reductions in its operating expenses while conforming continuing operations with the limited amount of working capital available. This policy will continue until revenue from sales or adequate refinancing enables otherwise. The Company is currently occupying office space in Bayonne, NJ. It is anticipated that the Registrant will remain at the current site in 2003. The Company currently leases laboratory, and storage space in Fort Pierce, FL
The Registrant has continued its development activities regarding EMP applications for niche market in analytical instrumentation. Regarding applications for the dye industry, Registrant has since 1997 joined the American Association of Textile Chemists and Colorists (AATCC), and has attended several annual AATCC meetings and exhibitions in Louisville, KY. Other application projects and technical publications describing EMP instrumentation application also are being considered.
The Registrant has undertaken steps toward the re-engineering of its EMP 15K model, with the view of producing an upgraded digitized and computer compatible instrument. These units can be subcontracted through instrument manufacturers.
Dr. Henry Rosenberg, Ph. D. (chemistry) has since 1996 been associated with the Company and has become conversant with both the EMP technology, and the proprietary "Haber Gold Process". Dr. Rosenberg has had extensive sales and marketing experience with scientific instrumentation and is also assisting the Company in this capacity.
Revenues:
The Company did not have any revenues for the six months ended November 30, 2001, and reported a net loss for the quarter of $(261,999).
General and Administrative Expenses:
General and administrative expenses totaled $133,619 for the six months ended November 30, 2001. This is a decrease of $43,627 compared to the six minths ended November 30, 2000.
Research and Development Expenses:
Research and development expenses incurred totaled $128,380 for the six months ended November 30, 2001. Research and development expenditures totaled $-0- for the comparable period in year ended November 30, 2000
Liquidity and Capital Resources:
The Registrant's liquidity and working capital, summarized in the following table, changed during the six months ended November 30, 2001, as follows:
| November 30, 2001 | May 31, 2001 | |||
| Cash and Temporary Investments | $ $830 | $ $10,080 | ||
| Working Capital | (41,653) | (28,293) | ||
| Working Capital Ratio | N/A | N/A |
The Registrant's deficit working capital and liquidity position at November 30, 2001 must be supplemented in order to meet the demands upon its working capital and the necessity for additional funds to finance development and commercialization of projects built around the Registrant's technologies.
The registrant will continue to seek additional funds and there is no assurance that the Company will be able to sustain its financial needs. The Registrant is endeavoring to reorganize its technological position in order to attract dealers for its instruments both abroad and in the U.S. In addition, it is continuing in search of alternative financing directions, but continues to rely heavily upon its Directors and existing shareholders for financial support.
Item 1. Other Information
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Corporation Haber, Inc. |
|||
| Date: January 21, 2003 | By: Norman Haber | ||
| Norman Haber Chairman of the Board |
|||
| Date: January 21, 2003 | By: Paul Buiar | ||
| Paul Buiar Secretary |