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: 102,813,921 shares of Common Stock, $.01 par value
August 31, | May 31, | ||
---|---|---|---|
2002 | 2002 | ||
CURRENT ASSETS | |||
Cash in banks |
$14,528 | $766 | |
Prepaid expense |
2,857 | 2,857 | |
Inventory |
59,112 | 59,112 | |
Total Current Assets |
76,497 | 62,735 | |
PROPERTY AND EQUIPMENT | |||
Equipment |
240,900 | 240,900 | |
Furniture and fixtures |
38,252 | 37,200 | |
279,152 | 278,100 | ||
Less: Accumulated depreciation |
270,348 | 268,991 | Total Property and Equipment, Net |
8,804 | 9,109 |
OTHER ASSETS | |||
Loans Receivable |
-0- | 4,500 | |
Due from related parties |
-0- | 7,521 | |
Security deposit |
1,556 | 1,556 | |
Other assets |
100 | 100 | |
Total Other Assets |
1,656 | 13,677 | |
TOTAL ASSETS | |||
$86,957 | $85,521 | ||
See Notes to Financial Statements
LIABILITIES AND STOCKHOLDERS' DEFICIT
August 31, | May 31, | ||
---|---|---|---|
2002 | 2002 | ||
CURRENT LIABILITIES | |||
Accounts payable |
$19,118 | $28,032 | |
Accrued Expenses |
11,690 | 11,690 | |
Cash held pending issuance of stock |
27,717 | 47,717 | |
Liability for unissued common stock |
105,000 | 21,775 | |
Taxes payable |
22,542 | 22,551 | |
Due to Related Parties |
1,381 | 55,000 | |
Total Current Liabilities | 187,448 | 186,765 | |
Due to related parties |
262,032 | 213,434 | |
Total Liabilities | 449,480 | 400,199 | |
STOCKHOLDERS' (DEFICIT) | |||
Common Stock $.01 par value- |
1,028,140 | 1,007,711 | |
Preferred Stock -$10 par value-600,000 | 1,452,080 | 1,452,080 | |
Common Stock Warrants Outstanding |
65,103 | 65,103 | |
Capital in excess of par value |
22,107,640 | 22,065,818 | |
Stock subscription receivable |
(28,313) | (28,313) | (Deficit)-accumulated during |
(23,611,489) | (23,501,393 ) |
1,013,161 | 1,061,006 | ||
Less: Treasury stock-116,625 |
1,375,684 | 1,375,684 | Total stockholder' (Deficit) |
(362,523) | (314,678) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $86,957 | $85,521 | |
See Notes to Financial Statements
Cumulative from Inception |
Three months ended August 31, 2002 |
Three months ended August 31, 2001 |
|||
---|---|---|---|---|---|
REVENUES | $1,971,588 | $ -0- | $ -0- | ||
DIRECT EXPENSES | 1,521,485 | -0- | -0- | ||
GROSS PROFIT | 450,103 | -0- | -0- | ||
GENERAL & ADMINISTRATIVE EXPS. | 14,327,291 | 105,040 | 44,039 | ||
RESEARCH & DEVELOPMENT EXPS. | 5,124,945 | 5,065 |   11,375 | ||
PROVISION FOR UNCOLLECTIBLE ADVANCES TO AFFILIATES |
1,004,881 | -0- | -0- | ||
20,457,117 | 110,105 | 55,414 | |||
OPERATING (LOSS) | (20,007,014) | (110,105) | (55,414) | ||
OTHER INCOME (EXPENSE): | |||||
Interest income | 1,025,917 | -0- | -0- | ||
Other income | 571,523 | -0- | -0- | ||
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- | -0- | |||
NET INCOME/(LOSS) FROM DEVELOPMENT STAGE ACTIVITIES |
(23,660,377) | (110,105) | (55,414) | ||
PRIOR PERIOD ADJUSMENT | 48,888 | -0- | -0- | ||
NET INCOME/(LOSS) AFTER PRIOR PERIOD ADJUSMENT |
$(23,611,489) | $(110,105) | $(55,414) | ||
INCOME/(LOSS)PER SHARE | ($0.001) | ($0.001) | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DURING THE PERIOD |
102,651,866 | 90,939,630 |
See Notes to Financial Statements
Cumulative from Inception |
Three months ended August 31, 2002 |
Three months ended August 31, 2001 |
|||
---|---|---|---|---|---|
CASH FLOW USED BY OPERATING ACTIVIES | |||||
Net Income (loss) | ($23,660,386) | ($110,105) | ($55,414) | ||
Ajustment to reconcile net (loss) to net cash flow from operating activities: |
|||||
Depreciation | 1,668,617 | 1,357 | 1,479 | ||
Amortization | 1,116,210 | -0- |   -0- | ||
(Gain) loss on disposal of fixed assets | (42,881) | -0- | -0- | ||
Stock issued for services | 4,125,520 | 42,250 | 26,250 | ||
Compensation recognition under employee stock option plans |
808,458 | -0- | -0- | ||
Loss of investment in affiliates | 5,142,591 | -0- | -0- | ||
Provision for uncollectible advances to affiliates |
1,004,881 | -0- | -0- | ||
(Increase) decrease in current assets | (19,169) | -0- | -0- | ||
Increase (decrease) in current liabilities | 183,266 | 49,291 | 1,789 | ||
(9,672,893) | (17,207) | (25,896) | |||
CASH FLOWS USED BY INVESTING ACTIVITIES: | |||||
Patent costs and licenses | (30,659) | -0- | -0- | ||
Purchase of fixed assets | (2,416,896) | (1,052) |   | -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 | 13,213 | 12,021 | (467) | ||
(6,346,512) | 10,969 | (467) |
See Notes to Financial Statements
Cumulative from Inception |
Three months ended August 31, 2002 |
Three months ended August 31, 2001 |
|||
---|---|---|---|---|---|
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of stock | $17,180,635 | $20,000 | $7,000 | ||
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 | 1,248,547 | -0- | 10,000 | ||
Repayments to related parties | (191,102) | -0- | -0- | ||
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- | ||
16,033,933 | 20,000 | 17,000 | |||
NET INCREASE (DECREASE) IN CASH: | 14,528 | 13,762 | (9,363) | ||
Cash-beginning | -0- | 766 | 10,080 | ||
Cash-end | $14,528 | $ 14,528 |   | $717 | |
SUPPLEMENTAL DISCLOSURES | |||||
Cash paid for interest | $ 0 | $ 0 | |||
Common stock and warrants issued for services rendered |
$42,250 | $ 26,250 | |||
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, 2002 and the Form 10-K dated April 17, 2003.
NOTE 2 - DUE FROM/TO RELATED PARTIES:
Receivables and Payables have been generated by transactions with related parties, which are detailed as follows:
  | August 31, 2002 | May 31, 2002 | |
Due from (to) Related Parties: | |||
Corporate Officers and Directors | $ 1,381 | $ 7,521 | |
Shareholders | (261,761) | (268,163) | |
Joint Venture | (271) | (271) |
NOTE 3 - CAPITAL STOCK:
During the three months ended August 31, 2002 the Company issued 892,858 shares of common stock, par value $.01 per share, for an aggregate consideration of $20,000
The company also issued 1,150,000 shares of common stock, par value $.01 per share, for services rendered totaling $42,250.
NOTE 4 - OTHER MATTER:
The financial statements show a net loss of $110,105 for the three months ended August 31, 2002 with accumulated (deficits) $(23,611,489) 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 Company 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 and developed by Norman Haber. The term electrokinetics as it refers to molecular science, deals with the movement of molecules in an electrical field. ElectroMolecular Propulsion refers to a unique process to induce high-speed movement of molecules in a DC electric field. Ordinarily, molecular movements are based on ionic principles. EMP does not appear to be ionic in principle and theory, and falls outside the conventional framework. This also helps explain other unusual features of EMP, such as the ability to function with non-polar molecules such as aromatic hydrocarbons. Another seeming anomaly is that the electrical current levels in EMP are extremely low. Nevertheless, the movement rates of mol ecules are observed to be extremely fast. There are other features of EMP that appear to distinguish it from known paradigmatic operations. EMP has a range of applications in chemical analytical instrumentation extraction, purification, control of chemical reactions, electronic imaging, and other electronic uses.
To date, the Company remains the sole world source for the electrokinetic technology, EMP.
More than 100 application protocols have been completed for use with the EMP instrument for use with dyes, proteins, enzymes, biologicals, etc. Such pre-figured protocols are an important user-friendly feature for the use of the EMP. Commercializing the EMP-15K instrument and other such solvent media is proprietary and is essential to functionalize the applications of EMP. Fourteen specific solvent media have been developed for use with a wide variety of dyes essential for use in microscopic examinations of specimens in pathological procedures and in other niche markets. The user is able to program the instrument for their particular application - chemistry, analysis, and quality control. The niche markets include quality control and purity testing for the dye industry, and various specialty markets such as food colors, biostains, textiles, carpeting, cosmetics, inks, etc. Other applications include analytical proteomics, diagnostics, pharmaceuticals, biologicals, and fine chemicals, foren sics, biomedical research, and military field use. Protocols are analogous to the programming of the EMP for a particular use.
The only product that the Company currently produces is the EMP-15K instrument. The services that the Company can now provide are the licensed sale of its technologies.
A new study of fifty-eight commonly used biostain dyes for use in microscopy was completed using high resolution EMP analysis. The Biostain Commission supplied multiple "certified" samples of each biostain dye for this study.
The results have been organized for a research paper to be submitted for publication in a medical-science journal. Many of the dyes examined were found to be substantially contaminated. These results indicate a need to consider this kind of analysis for biostain dyes prior to their use for examining biopsy and surgical specimens.
Laboratory personnel are loath to be diverted away from their primary and customary attentions. Nevertheless, the convenience and very high speed of the analysis (10 seconds to a few minutes) offers a simple means to spot check commercial biostains before their use in diagnostics or research. This could enhance reliability and reduce the risk of misdiagnosis.
A customized high voltage EMP drive unit that has been transistorized for creating a more versatile type of EMP instrument was adopted for use.
The Company will continue to effect reductions in its operating expenses while conforming to 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 maintains an office in Bayonne, New Jersey and leases facilities for a laboratory in Fort Pierce, Florida.
The Company has continued its activities regarding the development of niche market applications for its EMP analytical instrumentation.
Application projects specific for biotechnology such as proteomics have been initiated. The Company also has undertaken steps toward the re-engineering of its EMP-15K instrument with the view of producing an upgraded digitalized and computer compatible instrument. The production of these units can be subcontracted through instrument manufacturers.
Product upgrade accessories for use with the EMP improve the capacity or utility of the EMP instruments for specific needs. One such upgrade is called the "capillary recovery" device, which can concentrate and collect one or more selected EMP separated chemical zones into the opening of the capillary. Another device is called a "molecular concentrator". This accessory can concentrate a diffuse zone by a factor of several thousand times.
A new computer program was specifically developed for digital control of the custom miniaturized EMP power supply. A programmed electronic control board also was engineered as an interface. The control board protects the operator from accidental misuse and enables either analog or digital computer control of the EMP system.
Dr. Henry Rosenberg (Ph.D. in Chemistry) remains a full-time non-employee consultant with the Company and has become conversant with both the EMP technology and the proprietary "Haber Gold Process". Dr. Rosenberg also has had extensive sales and marketing experience with scientific instrumentation and advises the Company regarding marketing the EMP instrumentation.
Revenues:
The Company did not have any revenues for the quarter ended August 31, 2002, and reported a net loss for the quarter of $110,105
General and Administrative Expenses:
General and administrative expenses totaled $105,040 for the quarter ended August 31, 2002. Expenditures increased $61,001 during the quarter compared to the quarter ended August 31, 2001.
Research and Development Expenses:
Research and development expenses incurred totaled $5,065 for the quarter ended August 31, 2002. Research and development expenditures totaled $11,375 for the comparable period ended August 31, 2001.
Liquidity and Capital Resources:
The Registrant's liquidity and working capital, summarized in the following table, changed during the quarter ended August 31, 2001, as follows:
August 31, 2002 | May 31, 2002 | |||
Cash and Temporary Investments | $ 14,528 | $ 766 | ||
Working Capital | (110,950) | (124,030) | ||
Working Capital Ratio | N/A | N/A |
Registrant's deficit working capital and liquidity position at August 31, 2002 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.
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
Exhibits | Number | Description of Exhibit |
---|---|---|
Form 10–K, Part IV, Item 15(b) |
Reports on Form 8–K | The Company did not file any reports on Form 8-K during the last quarter of the period covered by this report |
Reg §229.601 (a) (1)(10) | Material Contracts | Lease agreement described in Form 10-K, Item 2. Incorporated by reference – filed with SEC in connection with Company filing of SEC Form 10-K for fiscal year ended May 31, 2000. |
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. |
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Date: April 13, 2004 | By: Norman Haber | ||
Norman Haber Chairman of the Board |
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Date: April 13, 2004 | By: Paul Buiar | ||
Paul Buiar Secretary |
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Date: April 13, 2004 | By: Albert Conti | ||
Albert Conti President |
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Date: April 13, 2004 | By: Peter D'Angelo | ||
Peter D'Angelo Executive Vice President Chief Financial Officer |
I, Albert Conti, certify that:
I have reviewed this quarterly report as of August 31, 2002 on Form 10-Q of Haber, Inc.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–14 and 15d–14) for the registrant and have:
designed such disclosure controls and procedures to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
April 13, 2004 | Albert Conti | PRESIDENT |
Date | Signature | Title |
I, Peter D'Angelo, certify that:
I have reviewed this quarterly report as of August 31, 2002 on Form 10-Q of Haber, Inc.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–14 and 15d–14) for the registrant and have:
designed such disclosure controls and procedures to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
April 13, 2004 | Peter D'Angelo | CHIEF FINANCIAL OFFICER |
Date | Signature | Title |