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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2004
[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the Transition Period from ________ to ___________
Commission File Number: 000-30646
Industrial Enterprises of America, Inc.
(formerly known as Advanced Bio/Chem, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 13-3963499
(State or jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
770 South Post Oak Lane, Suite 330 Houston, Texas 77056
(Address of principal executive offices) ( Zip Code)
(713) 622-2875 \
(Registrant’s telephone number, including area code)
Ciro International, Inc., 445 Fifth Avenue, Suite 11A, New York, New York 10016
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of October 15, 2004, 21,015,250 shares of the registrant’s Common Stock were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
Table of Contents
| |
Page |
|
Recent Developments………………………………………………………. |
1
|
|
Part I |
|
|
Item 1. Financial Statements….…………………………………………….. |
3 |
|
Item 2. Management’s Discussion and Analysis Plan of Operations ............. |
4 |
|
Item 3. Controls and Procedures…...……………………………………….. |
6 |
| |
|
|
Part II |
|
|
Item 1. Legal Proceedings..…………………………..……………………… |
6 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds……… |
|
|
Item 3. Defaults Upon Senior Securities…………………………………….. |
7 |
|
Item 4. Submission of Matters to a Vote of Security Holders……………… |
7 |
|
Item 5. Other Information…………………………………………………… |
7 |
|
Item 6. Exhibits…………………………...…………………………………. |
7 |
| |
|
| |
|
Recent Developments
Name Change and Adoption of Amended and Restated Bylaws
Effective as of December 9, 2004, Advanced Bio/Chem, Inc., a Nevada corporation, formerly Ciro International, Inc. (the “Company”), amended its Articles of Incorporation to change its name from “Advanced Bio/Chem, Inc.” to “Industrial Enterprises of America, Inc.” by filing a Certificate of Amendment with the Secretary of State of the State of Nevada.
Effective as of December 9, 2004, the Board of Directors of the Company adopted the Company’s Amended and Restated Bylaws. The Board of Directors desired to amend the existing bylaws mainly due to the fact that such bylaws were adopted by the Company’s predecessor, Mid-Way Medical and Diagnostic Center, Inc., in 1997.
Sale to Power3 Medical Products, Inc.
In May 2004, the Company entered into an Asset Purchase Agreement (the “Agreement”), among the Company, Power3 Medical Products, Inc., a New York corporation ("Power3"), and Steven B. Rash and Ira Goldknopf (collectively, the "Shareholders"). The sale was approved by the Company’s shareholders by proxy. As provided in the Agreement, the Company sold to Power3 all of the Company’s assets in consideration for 15,000,000 shares of the common stock, par value $.001 per share, of Power3. The assets disposed of by the Company included all tangible personal property, intellectual property, rights in contracts that the Company is a party to, along with intangible property, including goodwill. In consideration for the benefits that they received by virtue of the transaction, each of the Shareholders agre
ed to make the representations, warranties, and indemnifications in the Agreement jointly and severally, along with the Company, and each of the Shareholders agreed to enter into and be bound by a Non-Competition Agreement and an Employment Agreement containing, among other things, covenants respecting confidentiality, non-competition and non-solicitation. The terms of the Agreement were determined by arms' length negotiations between the parties.
Appointment of New Directors and Officers
In May 2004, Steven B. Rash, the Company’s Chief Executive Officer, and Ira Goldknopf, the Company’s Chief Science Officer, resigned. In July 2004, the sole director of the Company, Helen Park, resigned and Crawford Shaw was appointed as sole director, President and Chief Executive Officer. The Company’s current management has no information as to the departure or service of Eric Becker and Gene Thomas. The Company will continue to research to see if such information is available. In August 2004, John Mazzuto and Michael Collyer were appointed as directors to fill the vacancies on the Board of Directors. On October 15, 2004, the Board of Directors elected Crawford Shaw as the Company’s Chairman of the Board, Chief Executive Officer and President, John D. Mazzuto as Vice Chairman of the Board, Ch
ief Financial Officer and Assistant Secretary, Michael Collyer as Secretary and General Counsel, Dennis O’Neill as Controller and Ilene Engelberg as Assistant Controller. Unfortunately, Mr. Collyer, a director, member of the Company’s Compensation Committee and the Company’s Secretary and General Counsel, passed away on December 15, 2004.
1
2004 Stock Option Plan
In August 2004, the Company’s Board of Directors approved the adoption of the 2004 Stock Option Plan. The 2004 Stock Option Plan permits the grant of (i) options exercisable for shares of the Company’s common stock, (ii) stock appreciation rights entitling the recipient to receive cash or shares of our common stock and (iii) restricted shares of our common stock to our officers and other employees, outside directors and consultants, upon such terms, including exercise price and conditions and vesting schedule, as may be determined by the Compensation Committee of our Board of Directors. The plan authorizes the granting of awards of up to a maximum of 15,000,000 shares of the Company’s common sto
ck.
Purchase of EMC Packaging, Inc.
In October 2004, the Company purchased all of the issued and outstanding capital stock (the “EMC Shares”) of EMC Packaging, Inc., a Delaware corporation (“EMC”), from the holders of all of the issued and outstanding capital stock of EMC (the “EMC Stockholders”). On the effective date of the purchase of the EMC Shares, EMC became the Company’s wholly owned subsidiary. In consideration for their EMC Shares, the EMC Stockholders received an aggregate of 2,296,800 shares of the Company’s common stock.
Departure of Independent Auditors and Retention of New Independent Auditors
The independent auditors of Ciro International, Inc., Lazar Levine and Felix LLP, predecessor auditor of the legal acquirer, for accounting purposes, in a reverse merger, resigned as the independent auditors of Ciro International, Inc. effective December 7, 2004 because such auditors had no dealings with the Company since July 24, 2003. In October 2003, the Company filed a Form 15 with the Securities and Exchange Commission (the “Commission”) under Rule 12g-4(a)(1)(i) of Securities Exchange Act of 1934, as amended (
the “Exchange Act”), electing to become a non-reporting company on the basis that its common stock was held by fewer than 300 persons. On February 28, 2003, the board of directors of Advanced Bio/Chem, Inc., a Texas corporation (“ABC Texas”), approved the retention of Fitts, Roberts & Co., P.C to audit the financial statements of ABC Texas for the years ended December 31, 2002 and 2001. On June 3, 2004, the board of directors of ABC Texas again approved the retention of Fitts, Roberts & Co., P.C. to audit the financial statements of ABC Texas for the year ended December 31, 2003. On December 29, 2004, Fitts, Roberts & Co., P.C. informed the Company that it would not stand for reelection as the Company’s independent auditors. The Company received certain observations from Fitts, Roberts & Co., P.C., including, but not limited to, the following: (i) the Company lac
ks specific policies and a procedure guide; (ii) the separation of duties to support internal controls is lacking; (iii) there is poor documentation and a lack of trained accounting staff; and (iv) the Company has a lack of reconciliation of accounts and has a number of audit adjusting journal entries. On December 9, 2004, the Company’s Board of Directors approved the retention of Beckstead and Watts, LLP as the Company’s independent auditors going forward. There have been no disagreements with any of the Company’s independent auditors to the knowledge of the Company’s Board of Directors.
In September 2004, the Company offered and sold an aggregate of 1,000,000 shares of its common stock to several accredited investors for $0.05 per share. The purchasers in this private placement represented his or her intention to acquire the securities for investment only and not with a view toward distribution. These securities were not sold through an underwriter and there were no underwriting discounts or commissions involved. These sales and purchases in the private placement were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and the regulations promulgated thereunder, on the basis that the private placement did not involve a public offering.
Item 1. Financial Statements.
Critical Accounting Policies
The Company believes that the following critical accounting policies reflect its more significant judgments and estimates used in the preparation of its consolidated financial statements:
Revenue Recognition
The Company recognizes revenue principally from contract services performed in the area of protein identification as the services are completed. Payments by customers for services not yet performed are classified as deferred revenue. Revenue recognition, in part, depends on management’s assessment of when services are deemed completed.
Income Tax
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Management has determined as of December 31, 2003 that it is not probable that the Company will realize a future tax benefit from its deferred tax assets.
Accounting for Stock-Based Compensation
The Company has adopted the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” In accordance with the provisions of SFAS No. 123, the Company applies Accounting Principles Board Opinion 25 and related interpretations in accounting for stock issued to its employees and consultants. Management exercises judgment in its determination of when significant non-cash stock transactions have occurred.
Please see the Financial Statements beginning on page F-1.
Item 2. Management’s Discussion and Analysis or Plan of Operations.
Note Regarding Ciro and ABC Texas
The Company’s discussion and analysis of its financial condition for the six months ended June 30, 2003 treats the assets of Ciro International Inc. (the Company’s predecessor (“Ciro”), as existing prior to the merger (the “Merger”) between Ciro Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Ciro formed for purposes of the Merger (“Ciro Acquisition”), and ABC Texas, consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Ciro, Ciro Acquisition (which was inappropriately identified in the Merger Agreement as Advanced Bio/Chem Acquisition Corp. and ABC Texas, on their own, as immaterial, as illustrated in the Company’s unaudited financial statements contained herein. Under the Merger Agreement, Ciro Acquisit
ion merged with and into ABC Texas in a tax free exchange of shares at which time ABC Texas became a wholly owned subsidiary of Ciro. Prior June 12, 2003, the effective date of the Merger, Ciro was in essence a “shell” company since, as of December 31, 2002, all licenses issued by the Company expired. Following the effectiveness of the Merger, the Company became a holding company for ABC Texas and all of the Company’s assets consisted of the assets of ABC Texas. As a result, comparisons of the six months ended June 30, 2003 and 2002 are solely of ABC Texas.
|
Cash |
$ 3,796 |
|
Accounts receivable - trade |
5,785 |
|
Equipment, net of accumulated depreciation |
128,881 |
|
Patents, net of accumulated amortization |
16,844 |
|
Leasehold security deposit |
2,968 |
| |
|
|
Total Assets disposed of |
$ 158,274 |
| |
|
|
Capital leases |
147,639 |
|
Accounts payable |
80,437 |
|
Accrued expenses |
31,675 |
| |
|
|
Total Liabilities disposed of |
$ 259,751 |
| |
|
|
Liabilities due to discontinued operations |
$(101,477) |
Results of Operations
On May 11, 2004, by unanimous consent of the Board of Directors and a majority of the shareholders of the Company, the Company entered into an Asset Purchase Agreement with Power 3 Medical Products, Inc selling substantially all of the Company’s operations, and operating assets. Effective May 18, 2004, the purchase agreement was finalized and the assets and certain liabilities were acquired by Power 3 for 15,000,000 shares of common stock of Power 3. (See financials footnote Note 8 - “Mergers and Acquisitions” for further details.)
The operating results of this discontinued operation for the period ended May 17, 2004, consisted of the following:
|
Revenues |
$ 141,362 |
|
Operating expenses |
(355,974) |
|
Interest expense |
( 58,221) |
| |
|
|
Net (loss) |
$(272,884) |
As a result of this transaction, the Company recorded a net gain of $9,292,943 net of provision for income taxes of $2,076,124 for the six months ending June 30, 2004. In addition the Company has reflected its investment in the 15,000,000 Power 3 restricted shares at $11,250,000 or $0.75 per share as at May 17, 2004.
Loss from operations (including discontinued) for the six months ended June 30, 2004 was $(376,295) compared to a loss of $(593,852) in the same period in 2003. The decrease is attributed to decreased salaries and contract labor. Loss from operations (including discontinued) for the three months ended June 30, 2004 was $(294,462) compared to a loss of $(398,041) in the same period in 2003. The decrease being attributed to decreased salaries and contract labor and legal and professional fees.
Net loss from continuing operations for the three and six months ended June 30, 2004 amounted to $(103,411) representing continuing selling, general and administrative expenses ($54,883) associated with the sale and interest expense ($48,528) on continuing debt obligations.
Net income for the three and six months ended June 30, 2004 was $8,980,887 and $8,916,648 include the net gain on the sale of discontinued operations discussed above.
Net income (loss) per share basic and diluted for the three and six months ended June 30, 2004 was $0.66 per share compared to $(0.05) and $(0.07) in the same periods in 2003, respectively. The earnings per share include the gain on the sale of discontinued operations of $0.68 and $0.69 in the three and six months ended June 30, 2004.
Liquidity and Capital Resources
The Company had a working capital deficit of $(3,676,849) as at June 30, 2004. This compares to a working capital deficit of $(1,977,216) at the fiscal year end, December 31, 2003. The majority of the increase in the deficit is attributed to the asset sale described above
Net cash provided by operations for the six months ended June 30, 2004 was a negative $(324,561) compared to a negative cash flow in the same period in 2003 of $(335,060).
The Company obtained funds to operate in the six months ended June 30,2004 from the issuance of common stock in the amount of $275,000 and increased notes payable to shareholders and related parties of $100,000.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
It should be noted that in this Management's Discussion and Analysis or Plan of Operations contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms "believe", "anticipate", "intend", "goal", "expect" and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including the Company's dependence on weather-related fact
ors,
introduction and customer acceptance of new products, the impact of competition and price
erosion, as well as supply and manufacturing constraints and other risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period being reported (the "Evaluation Date"), have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Such officers reached this conclusion because the Company’s records, prior to the recent change in management, had not been maintained and processed to meet both financial reporting and other C
ommission disclosure needs and requirements. Management has reviewed the recommendations set forth in a letter from the Company’s auditors and have set March 30, 2005 as a deadline to bring the Company’s disclosure controls and procedures in line with such recommendations. The Company’s independent auditors have made a number of recommendations including, but not limited to, the following: (i) the Company should improve accounting controls through the formalization of accounting practices through promulgation of accounting policies and procedures, and (ii) additional recommendations related to improving internal controls through the separation of duties within the accounting function. Management has hired outside consultants to help with this process.
Changes in Internal Controls
No significant changes in the Company's internal controls or in other factors that could significantly affect these controls following the date of evaluation came to management's attention.
PART II
Item 1. Legal Proceedings.
As of June 30, 2004, the Company was neither a party nor were any of its properties subject to any legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following sets forth information relating to all sales of our common stock during the quarter ended June 30, 2004, which sales were not registered under the Securities Act.
During the quarter ended June 30, 2004, the Company sold an aggregate of 196,271 shares of its common stock in a private placement to accredited investors, at a price of $0.05 per share. Each of the purchasers in this private placement represented his or her intention to acquire the securities for investment only and not with a view toward distribution. None of the shares of the Company’s common stock were sold through an underwriter and there were no underwriting discounts or commissions involved. These sales and purchases in the private placement were exempt from registration under the Securities Act pursuant to Section 4(2) and the regulations promulgated thereunder, on the basis that the private placement did not involve a public offering.
Additionally, Kamy Behzadi, former Vice-President Product and Business Development, was granted 500,000 shares of common stock on May 13, 2004, for a charge of $500 against operations for the quarter ended June 30, 2004. Mr. Behzadi resigned from the Company effective May 16, 2004, and accepted a similar position with Power 3 Medical Products, Inc. (See additional footnote disclosure for Power 3 at Footnote 7, Mergers and Acquisitions.)
Other than the securities mentioned above, the Company did not issue or sell any securities during the quarter ended June 30, 2004.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
On May 11, 2004, the Company’s stockholders approved the sale of the Company’s assets to Power3 by proxy by written consent.
Item 5. Other Information.
Please see “Recent Developments” on page 1.
Item 6. Exhibits.
Exhibit Index
|
2.1 |
Asset Purchase Agreement among the Company, Power3 Medical Products, Inc., a New York corporation, and Steven B. Rash and Ira Goldknopf, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [December 10], 2004. |
|
31.1 |
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a). |
|
31.2 |
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a). |
|
32.1 |
Section 1350 Certification of the Chief Executive Officer. |
|
32.2 |
Section 1350 Certification of the Chief Financial Officer. |
Signatures
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Industrial Enterprises of America, Inc.
(Registrant)
Date:December 31, 2004
By:_/s/ John D. Mazzuto________
John D. Mazzuto, Chief Financial
Officer, Vice Chairman of the Board, Assistant Secretary and a Director
Date:December 31, 2004
By: _/s/ Crawford Shaw__________
Crawford Shaw, Chief Executive Officer,
Chairman of the Board, President and a Director
Date:December 31, 2004
By:_/s/ Dennis O’Neill _ _________
Dennis O’Neill, Controller
8
Industrial Enterprises of America, Inc.
(formerly Advanced Bio/Chem, Inc.)
Balance Sheet
(unaudited)
| |
|
|
| |
June 30, |
| |
2004 |
|
Assets |
|
|
| |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ |
34,459 |
|
Total current assets |
|
34,459 |
| |
|
|
|
Investment in restricted common stock |
|
11,250,000 |
| |
|
|
|
Total assets |
$ |
11,284,459 |
| |
|
|
|
Liabilities and Stockholders’ (deficit) |
|
|
| |
|
|
|
Current liabilities |
|
|
|
Accounts payable |
$ |
242,845 |
|
Federal estimated taxes payable |
|
2,058,530 |
|
Accrued and other liabilities |
|
892,075 |
|
Related party payable |
|
77,514 |
|
Liabilities due to discontinued operations |
|
212,024 |
|
Current maturities of long term debt |
|
228,320 |
|
Total current liabilities |
|
3,711,308 |
| |
|
|
|
Long term liabilities |
|
|
|
Notes payable, net of current maturities |
|
591,843 |
|
Notes payable to related parties, net of current maturities |
|
526,844 |
|
Total long term liabilities |
|
1,118,687 |
|
Total liabilities |
|
4,829,995 |
| |
|
|
| |
|
|
|
Stockholders’ (deficit) |
|
|
| |
|
|
|
Common stock, $0.001 par value, 50,000,000 shares |
|
|
|
authorized, 14,688,004 shares issued and outstanding |
|
15,384 |
|
Additional paid-in-capital |
|
1,912,405 |
|
Accumulated (deficit) |
|
4,526,675 |
| |
|
6,454,464 |
| |
$ |
11,284,459 |
The accompanying notes are an integral part of these financial statements
F-1
Industrial Enterprises of America, Inc.
(formerly Advanced Bio/Chem, Inc.)
Statements of Operations
(unaudited))
| |
|
Three months ended |
|
Six months ended |
| |
|
June 30, |
|
June 30, |
| |
|
|
2004 |
|
|
2003 |
|
2004 |
|
|
2003 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
3,525 |
|
$ |
55,240 |
|
$ |
141,362 |
|
$ |
191,794 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
63,007 |
|
|
45,820 |
|
|
102,097 |
|
|
69,603 |
|
Salaries and contract labor |
|
|
163,437 |
|
|
254,031 |
|
|
219,948 |
|
|
485,238 |
|
Depreciation and amortization |
|
|
15,377 |
|
|
23,318 |
|
|
38,690 |
|
|
46,637 |
|
Legal and professional fees |
|
|
1,358 |
|
|
79,792 |
|
|
50,172 |
|
|
86,222 |
|
Total expenses |
|
|
243,180 |
|
|
402,961 |
|
|
410,907 |
|
|
687,701 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from operations |
|
|
(239,655) |
|
|
(347,721) |
|
|
(269,545) |
|
|
(495,907 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
54,807 |
|
|
50,320 |
|
|
106,749 |
|
|
97,945 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from operations before |
|
|
|
|
|
|
|
|
|
|
|
|
|
discontinued operations |
|
|
(294,462) |
|
|
(398,041) |
|
|
(376,295) |
|
|
(593,852) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on discontinued operations net of |
|
|
|
|
|
|
|
|
|
|
|
|
|
provision for income tax of $2,076,124 |
|
|
9,275,349 |
|
|
- |
|
|
9,292,943 |
|
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
8,980,887 |
|
$ |
(398,041) |
|
$ |
8,916,648 |
|
$ |
(593,852) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares outstanding - basic and |
|
|
|
|
|
|
|
|
|
|
|
|
|
fully diluted |
|
|
13,561,367 |
|
|
8,490,533 |
|
|
13,561,367 |
|
|
8,490,533 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before discontinued operations per share - basic and fully diluted |
|
$ |
(0.02) |
|
$ |
(0.05) |
|
$ |
(0.03) |
|
$ |
(0.07) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on discontinued operations per share - basic and fully diluted |
|
|
0.68 |
|
|
- |
|
|
0.69 |
|
|
- |
|
Net income (loss) per share - basic and fully diluted |
|
$ |
0.66 |
|
$ |
(0.05) |
|
$ |
0.66 |
|
$ |
(0.07) |
The accompanying notes are an integral part of these financial statements
F-2
Industrial Enterprises of America, Inc.
(formerly Advanced Bio/Chem, Inc.)
Statements of Cash Flows
(unaudited)
| |
|
Six months ended |
| |
|
June 30, |
| |
|
2004 |
|
2003 |
| |
|
|
|
|
|
|
|
Net cash (used) by operating activities |
|
$ |
(324,516) |
|
$ |
(335,060) |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Bank overdraft (repayment) |
|
|
(7,498) |
|
|
- |
|
Proceeds from bank line of credit |
|
|
19,590 |
|
|
23,730 |
|
Payments on bank line of credit |
|
|
(27,866) |
|
|
(30,360) |
|
Principal payments on notes payable |
|
|
(207) |
|
|
(17,900) |
|
Proceeds to/from notes payable to related parties |
|
|
100,000 |
|
|
100 |
|
Issuance of common stock |
|
|
425,000 |
|
|
396,000 |
|
Stock subscriptions |
|
|
(150,000) |
|
|
12,487 |
|
Net cash provided by financing activities |
|
|
359,020 |
|
|
384,056 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Net increase (decrease) in cash and equivalents |
|
|
34,459 |
|
|
48,996 |
|
Cash and equivalents - beginning |
|
|
- |
|
|
19,175 |
|
Cash and equivalents - ending |
|
$ |
34,459 |
|
$ |
68,171 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
Interest paid |
|
$ |
17,029 |
|
$ |
48,669 |
|
Income taxes paid |
|
$ |
- |
|
$ |
- |
| |
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing and financing activities |
|
|
|
|
|
|
|
Debt converted to common stock |
|
$ |
31,417 |
|
$ |
10,000 |
|
Accrued interest converted to common stock |
|
$ |
- |
|
$ |
13,354 |
|
Accrued interest - notes payable to
shareholders capitalized |
|
$ |
- |
|
$ |
19,248 |
|
Stock issued for services (2,000,000 sh
common at par |
|
$ |
2,000 |
|
$ |
- |
The accompanying notes are an integral part of these financial statements
F-3
Advanced Bio/Chem, Inc.
Notes to Interim Financial Statements
Note 1 - Basis of presentation
The Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Effective April, 2003, the Company elected to file as a non-reporting entity in accordance with Rule 12g-4 of the Securities Exchange Act of 1934. The Company has currently elected to reinstate as a filing entity and, as such, reference to year-end financial statements should be referred to the Company’s Form 10-KSB for the fiscal year ended December 31, 2003.
The condensed financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is recommended that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s 2003 Form 10-KSB.
Results of operations for the interim periods are not indicative of annual results.
Note 2 - Earnings per share
Basic earnings per share (EPS) includes dilution and is determined by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted EPS reflects the potential dilution that could occur if options and other contracts to issue shares of common stock were exercised or converted into common stock. There are warrants to issue an additional 600,000 shares as of June 30, 2004, and no warrants or options as of June 30, 2003. None of the warrants have been exercised as of June 30, 2004.
Note 3 - Stock based compensation
As permitted under generally accepted accounting principles, stock-based awards granted to employees are accounted for following APB 25. Accordingly, the Company has not recognized compensation expense for its stock-based awards to employees. Outlined below are pro forma results had compensation costs for the Company’s stock-based compensation plans been determined based on the fair value approach of SFAS 123.
For the Three Months Ended June 30
| |
2004 |
|
2003 |
|
Net income (loss), as reported |
$9,030,348 |
|
$(398,041) |
|
Less compensation cost determined under the fair value method |
- |
|
- |
|
Pro forma net income (loss) |
$9,030,348 |
|
$(398,041) |
|
Basic and dilutive (loss) per share: |
|
|
|
|
As reported |
$ 0.67 |
|
$ (0.05) |
|
Pro forma |
$ 0.67 |
|
$ (0.05) |
| |
|
|
|
The accompanying notes are an integral part of these financial statements
F-4
Advanced Bio/Chem, Inc.
Notes to Interim Financial Statements
For the Six Months Ended
June 30
| |
2004 |
|
2003 |
|
Net income (loss), as reported |
$8,916,649 |
|
$(593,852) |
|
Less compensation cost determined under the fair value method |
- |
|
- |
|
Pro forma net (loss) |
$8,916,649 |
|
$(593,852) |
|
Basic and dilutive (loss) per share: |
|
|
|
|
As reported |
$ 0.66 |
|
$ (0.07) |
|
Pro forma |
$ 0.66 |
|
$ (0.07) |
These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period and options may be granted in future years.
Steven Rash, former CEO, was granted 825,000 shares of common stock at $0.80 per share for a charge of $660,000 against operations for the quarter ended September 30, 2003. In addition, pursuant to Mr. Rash’s September 5, 2003, employment contract, an option agreement for an additional 200,000 shares at the exercise price of $0.80 was promised, but as yet not executed. No charge to current operations has been made for the unexecuted option. These options are not anticipated to be executed.
Kamy Behzadi, former Vice-President Product and Business Development, was granted 500,000 shares of common stock on May 13, 2004, for a charge of $500 against operations for the quarter ended June 30, 2004. Mr. Behzadi resigned from the Company effective May 16, 2004, and accepted a similar position with Power 3 Medical Products, Inc. (See additional footnote disclosure for Power 3 at Footnote 7, Mergers and Acquisitions.)
Disclosures required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), including pro forma operating results had the Company prepared its financial statements in accordance with the fair value based method of accounting for stock- based compensation prescribed therein are shown below. Exercise prices and weighted-average contractual lives of stock options outstanding as of June 30, 2004 are as follows:
|
Options Outstanding |
|
Options Exercisable |
| |
|
|
|
Weighted Average |
|
Weighted Average |
|
|
|
Weighted Average |
|
Exercise Prices |
|
Number Outstanding |
|
Remaining Contractual Life |
|
Exercise Prices |
|
Number Exercisable |
|
Exercise Price |
|
$0.50 |
|
600,000 |
|
4.5 |
|
$0.50 |
|
600,000 |
|
$0.50 |
Summary of Options Granted and Outstanding:
| |
|
For the six months ended June 30 |
| |
|
2004 |
|
2003 |
| |
|
Shares |
|
Weighted Average Exercise Price |
|
Shares |
|
Weighted Average Exercise Price |
|
Options: |
|
|
|
|
|
|
|
|
|
Outstanding at beginning of period |
|
- |
|
$ - |
|
- |
|
$ - |
|
Granted |
|
600,000 |
|
$ 0.50 |
|
- |
|
$ - |
|
Cancelled |
|
- |
|
$ - |
|
- |
|
$ - |
|
Outstanding at end of period |
|
600,000 |
|
$ 0.50 |
|
- |
|
$ - |
The accompanying notes are an integral part of these financial statements
F-5
Advanced Bio/Chem, Inc.
Notes to Interim Financial Statements
The following table summarizes the pro forma operating results of the Company for June 30, 2004 had compensation costs for the stock options granted to employees been determined in accordance with the fair value based method of accounting for stock based compensation as prescribed by SFAS No. 123.
Proforma net income (loss) available to common stockholders $ 8,916,649
Proforma basic and diluted loss per share $ 0.66
Note 4 - Line of credit with bank
The Company has a $150,000 renewable line of credit with a commercial bank. The line bears interest at the bank’s prime rate plus 1%. There was an outstanding balance as of June 30, 2004, of $142,464. The line is guaranteed by the personal guarantees of certain shareholders and contains certain financial covenants.
The Company recorded interest expense totaling $106,749 and $97,945 for the six months ended June 30, 2004 and 2003, respectively.
Note 5 - Changes in common shares outstanding
Included in the table below are the changes in common shares since December 31, 2003. See Note 6 for discussion of mergers and acquisitions affecting common shares.
| |
Common |
| |
Shares |
|
Outstanding common shares at December 31, 2003 |
11,111,338 |
|
Stock granted to employees |
500,000 |
|
Debt converted to stock |
39,271 |
|
Stock issued for cash |
1,733,666 |
|
Stock issued for services |
2,000,000 |
|
Outstanding common shares at June 30, 2004 |
15,384,275 |
Note 6 - Discontinued operations
On May 11, 2004, by unanimous consent of the Board of Directors and a majority of the shareholders of the Company, the Company entered into an Asset Purchase Agreement with Power 3 Medical Products, Inc. Effective May 18, 2004, the purchase agreement was finalized and the assets and certain liabilities were acquired by Power 3 for 15,000,000 shares of common stock of Power 3. (See Note 8 - Mergers and acquisitions for further details.)
The accompanying notes are an integral part of these financial statements
F-6
Advanced Bio/Chem, Inc.
Notes to Interim Financial Statements
The assets and liabilities of the Company as of May 17, 2004 consisted of the following:
|
Cash |
$ 3,796 |
|
Accounts receivable - trade |
5,785 |
|
Equipment, net of accumulated depreciation |
128,881 |
|
Patents, net of accumulated amortization |
16,844 |
|
Leasehold security deposit |
2,968 |
| |
|
|
Total Assets |
$ 158,274 |
| |
|
|
Capital leases |
147,639 |
|
Accounts payable |
80,437 |
|
Accrued expenses |
31,675 |
| |
|
|
Total Liabilities Disposed of |
$ 259,751 |
| |
|
|
Liabilities due to discontinued operations |
$(101,477) |
The operating results of this discontinued operation for the period ended May 17, 2004, consisted of the following:
|
Revenues |
$ 141,362 |
|
Operating expenses |
(355,974) |
|
Interest expense |
( 58,221) |
| |
|
|
Net (loss) |
$(272,884) |
Note 7 - Mergers and acquisitions
On May 5, 2003, the Company and GESJ, Inc. (“GESJ”), a Texas corporation, owned by four officers of the Company, entered into an agreement and plan of merger in which GESJ merged into the Company in a tax-free exchange of shares. 1,903,000 shares of common stock of the Company were exchanged for all the issued and outstanding shares of GESJ. The Company continued as the surviving entity. The purpose of the merger was to acquire the management team of GESJ. GESJ had no assets or liabilities as of the merger date. The Company has not recorded the transaction as stock issued for compensation to the officers involved due to the cancellation of the shares.
On June 12, 2003, the Company’s directors approved a merger with Ciro International, Inc. (“Ciro”), a Nevada Corporation, whereby the Company would be the surviving entity in a reverse acquisition with Ciro, a public shell company. For accounting purposes, the combination was treated as an issuance of shares for cash by the Company and has not been considered a business combination.
On May 18, 2004, all fixed assets and intellectual property were acquired by Power 3 Medical Products, Inc. (Power 3), a Nevada corporation, for 15,000,000 restricted shares of Power 3 common stock, plus employment of certain of the Company’s employees, and assumption of certain liabilities of the Company. The transaction was valued at $11,354,998.
The accompanying notes are an integral part of these financial statements
F-7
Advanced Bio/Chem, Inc.
Notes to Interim Financial Statements
Note 8 - Subsequent events
On July 28, 2004, the sole director of the Company, Helen Park, resigned and Crawford Shaw was appointed as sole director, president and chief executive officer. In August 2004, John Mazzuto and Michael Collyer were added as directors.
On August 25, 2004, the Company’s Board of Directors approved the adoption of the 2004 Stock Option Plan. 15,000,000 shares of common stock of the Company were reserved as incentives to certain employees, outside directors and consultants in the form of stock options of the Company.
On October 7, 2004, the Company’s Board of Directors approved a merger with EMC Packaging, Inc. whereby the Company would be the surviving entity in a reverse acquisition. In consideration for each EMC share, the EMC stockholders received an aggregate of 2,296,800 shares of the Company’s common stock valued at $808,474. For accounting purposes, the merger has not been considered a business combination.
The accompanying notes are an integral part of these financial statements
F-8