Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Global 2.0 | ex31-2.htm |
| EX-32.2 - EXHIBIT 32.2 - Global 2.0 | ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - Global 2.0 | ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - Global 2.0 | ex31-1.htm |
U.S. Securities and Exchange Commission
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2011
o Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
For the transition period from N/A to N/A
____________________
Commission File No. 0-51697
____________________
Bridgetech Holdings International, Inc.
(Name of small business issuer as specified in its charter)
| Delaware | 21-1992090 | |
| State of Incorporation | IRS Employer Identification No. |
777 South Highway 101, Suite 215, Solana Beach, CA 92075
(Address of principal executive offices)
(858) 847-9090
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer large accelerated filer” and “Smaller reporting company” in Rule 12b–2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨
Non–Accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes x No ¨
Transitional Small Business Disclosure Format (check one): Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class
|
Outstanding at April 29, 2011
|
|
|
Common stock, $0.001 par value
|
96,937,044
|
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED MARCH 31, 2011
TABLE OF CONTENTS
|
|
|
Page Numbers
|
||
|
|
||||
|
|
|
1 | ||
|
|
|
2
|
||
|
|
|
3
|
||
|
|
|
4
|
||
|
|
|
5
|
||
|
|
|
9
|
||
|
|
|
12
|
||
|
|
|
12
|
||
|
|
||||
|
|
|
13
|
||
|
|
|
13
|
||
|
|
|
13
|
||
|
|
|
13
|
||
|
|
|
13
|
||
|
|
|
13
|
||
|
|
|
13
|
||
| CERTIFICATIONS | ||||
| Exhibit 31 – Management certification | ||||
| Exhibit 32 – Sarbanes-Oxley Act | ||||
PART I – FINANCIAL INFORMATION
|
Item 1.
|
Interim Consolidated Financial Statements and Notes to Interim Consolidated Financial Statements
|
General
The accompanying interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2010. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature, except for the restatement adjustments included herein (see NOTE 2 – RESTATEMENT FOR CORRECTION OF AN ERROR). Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.
|
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
|
||||||||
|
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
March 31,
|
December 31,
|
|||||||
| ASSETS: |
2011
|
2010
|
||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | - | $ | - | ||||
|
Prepaid expense
|
- | - | ||||||
|
Total current assets
|
- | - | ||||||
|
TOTAL ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accounts payable
|
$ | 1,067,265 | 1,067,265 | |||||
|
Accrued liabilities
|
799,921 | 889,921 | ||||||
|
Accounts payable - related party
|
769,724 | 1,265,391 | ||||||
|
Accrued interest
|
1,204,998 | 1,098,379 | ||||||
|
Notes payable - related parties
|
561,511 | 561,511 | ||||||
|
Notes payable
|
5,380,265 | 5,380,265 | ||||||
|
Total current liabilities
|
9,783,684 | 10,262,732 | ||||||
|
Total liabilities
|
9,783,684 | 10,262,732 | ||||||
|
COMMITMENTS AND CONTINGENCIES
|
- | - | ||||||
|
STOCKHOLDERS' DEFICIT:
|
||||||||
|
Series A 8% cumulative convertible preferred stock, $0.002 par value
|
||||||||
|
10,000,000 shares authorized, 100,000 issued and oustanding
|
||||||||
|
on March 31, 2011 and December 31, 2010, respectively
|
200 | 200 | ||||||
|
Common stock, $0.001 par value, 100,000,000 shares authorized;
|
||||||||
|
96,937,044 and 70,852,030 issued and outstanding as of
|
||||||||
|
March 31, 2011 and December 31, 2010, respectively
|
96,937 | 70,852 | ||||||
|
Additional paid-in capital
|
49,945,366 | 49,097,602 | ||||||
|
Accumulated deficit - re-entered development stage January 1, 2009
|
(1,496,482 | ) | (1,101,681 | ) | ||||
|
Accumulated deficit
|
(58,329,705 | ) | (58,329,705 | ) | ||||
|
Total stockholders' deficit
|
(9,783,684 | ) | (10,262,732 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT:
|
$ | - | $ | - | ||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||
|
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
|
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 AND FOR THE PERIOD
|
||||||||||||
|
FROM JANUARY 1, 2009 (RE-ENTERED THE DEVELOPMENT STAGE) THROUGH MARCH 31, 2011
(Unaudited)
|
||||||||||||
|
For the Period
|
||||||||||||
|
March 31,
|
from January 1, 2009
Through March 31,
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Restated
|
Restated
|
|||||||||||
|
OPERATING EXPENSES:
|
||||||||||||
|
General and administrative expenses
|
$ | 288,182 | $ | 30,000 | $ | 588,182 | ||||||
|
Total operating expenses
|
288,182 | 30,000 | 588,182 | |||||||||
|
OPERATING LOSS
|
288,182 | 30,000 | 588,182 | |||||||||
|
OTHER EXPENSE
|
||||||||||||
|
Interest expense
|
106,619 | 106,619 | 908,300 | |||||||||
|
TOTAL OTHER EXPENSE
|
106,619 | 106,619 | 908,300 | |||||||||
|
NET LOSS
|
$ | (394,801 | ) | $ | (136,619 | ) | $ | (1,496,482 | ) | |||
|
Basic and diluted:
|
||||||||||||
|
NET LOSS PER SHARE
|
$ | - | $ | - | ||||||||
|
Weighted average of number of shares outstanding
|
94,328,543 | 70,852,030 | ||||||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||
|
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 AND FOR THE PERIOD
|
||||||||||||
|
FROM JANUARY 1, 2009 (RE-ENTERED THE DEVELOPMENT STAGE ) THROUGH MARCH 31, 2011
(Unaudited)
|
||||||||||||
|
For the Period
|
||||||||||||
|
March 31,
|
from January 1, 2009
Through March 31,
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
Restated
|
Restated
|
||||||||||
|
Net Loss
|
$ | (394,801 | ) | $ | (136,619 | ) | $ | (1,496,482 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Common stock issued for services
|
258,182 | - | 298,182 | |||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
Accounts payables
|
- | - | - | |||||||||
|
Accrued liabilities
|
30,000 | 30,000 | 150,000 | |||||||||
|
Accrued payable - related party
|
- | - | 140,000 | |||||||||
|
Accrued interest
|
106,619 | 106,619 | 908,300 | |||||||||
|
Net cash used in operating activities
|
- | - | - | |||||||||
|
INCREASE IN CASH
|
- | - | - | |||||||||
|
CASH, BEGINNING OF PERIOD
|
- | - | - | |||||||||
|
CASH, END OF PERIOD
|
$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
|
Interest Paid
|
$ | - | $ | - | $ | - | ||||||
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Common Stock issued for payment of accrued liabilities
|
$ | 615,668 | $ | - | $ | 615,668 | ||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
NOTE 1 – BUSINESS AND NATURE OF OPERATIONS
Bridgetech Holdings International, Inc. was a company focused primarily on the business of facilitating the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations. We are no longer in this business. The entity that is the original predecessor of the Company was originally incorporated in Delaware on June 4, 1991. As of January 1, 2009, the Company ceased operations of its medical imaging business and has discontinued operations of all of its business activity including those of its subsidiaries, Retail Pilot, International MedLink, Inc. and Clarity Imaging International, Inc. As a result of discontinuing all of its previous operations, the Company re-entered the development stage effective January 1, 2009. The Company currently has no operations. As of the date hereof, we have not been successful in any of our prior business operations.
In 2006, Bridgetech formed Bridgetech Medical Technologies Research & Development Ltd. (“BMT”), in conjunction with the University of Hong Kong (“CUHK”). Bridgetech Medical Technologies Research & Development Ltd. is an entity that is operating to provide clinical trial services. Bridgetech acquired a 51 percent ownership in BMT. The corporate entity was sold in 2008.
The consolidated financial statements of Bridgetech Holdings International, Inc. include the accounts of its wholly-owned subsidiaries, Retail Pilot, Inc. D/B/A Healthcare Pilot (“Retail”), and International MedLink, Inc. (“MedLink”), and a 67% owned subsidiary, Amcare. None of the Company’s subsidiaries have operations and are failed ventures and discontinued operations.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit and has not generated revenues since it re-entered the development stage on January 1, 2009. During the three months ended March 31, 2011 the Company incurred a net loss of $394,801 and at March 31, 2011 has a total accumulated deficit of $59,826,187. We are currently in default on all of our debt and lack the financial resources to repay it. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company is dependent upon funds from private investors and the support of certain stockholders. Management is proposing to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 2 – RESTATEMENT FOR CORRECTION OF AN ERROR
The Company has restated its previously issued March 31, 2010 consolidated financial statements for matters related to the following previously reported items: accounts payable, account payable-related party, accrued interest, note payable-related parties, notes payable and the related interest expense. The accompanying consolidated financial statements for March 31, 2010 have been restated to reflect the corrections.
The following is a summary of the restatements for March 31, 2010:
|
Decrease in accounts payable for a reclassification of amounts to accounts payable – related party
|
$ | 1,125,392 | ||
|
Increase in accrued interest and accrued liabilities due to accrual of interest expense of $481,824 and accrued salaries of $30,000, a reclassification from note payable of $296,698, and a $140,000 reclassification from note payable-related party
|
948,522 | |||
|
Increase in accumulated deficit due to accrual of interest expense of $481,824 and accrued salaries of $30,000.
|
511,824 |
The effect on the Company's previously issued March 31, 2010 consolidated financial statements is summarized as follows:
Balance Sheet as of March 31, 2010:
|
Previously
Reported
|
Increase
(Decrease)
|
Restated
|
||||||||||
|
Current Assets
|
$ | - | $ | - | $ | - | ||||||
|
Total Assets
|
$ | - | $ | - | $ | - | ||||||
|
Current Liabilities
|
$ | 9,341,051 |
$ 511,824_
|
$ | 9,852,875 | |||||||
|
Total Liabilities
|
9,341,051 | 511,824 | 9,852,875 | |||||||||
|
Stockholders’ Deficit:
|
||||||||||||
|
Accumulated Deficit— re-entered development stage
|
- | (691,824 | ) | (691,824 | ) | |||||||
|
Accumulated Deficit
|
(58,509,705 | ) | 180,000 | (58,329,705 | ) | |||||||
|
Total Stockholders’ Deficit
|
$ | (9,341,051 | ) | (511,824 | ) | $ | (9,852,875 | ) | ||||
Statement of Operations for the Three Months Ended March 31, 2010:
|
Previously
Reported
|
Increase
|
Restated
|
||||||||||
|
General and Administrative Expenses
|
$ | - | $ | 30,000 | $ | 30,000 | ||||||
|
Loss from Operations
|
- | - | ||||||||||
|
Interest Expense
|
- | 106,619 | 106,619 | |||||||||
|
Net Loss
|
$ | - | $ | (136,619 | ) | $ | (136,619 | ) | ||||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:
Principles of Consolidation
The consolidated financial statements include the accounts of Bridgetech Holdings International, Inc., Retail Pilot, Inc. D/B/A Healthcare Pilot, and Clarity International, Inc. All significant intercompany transactions have been eliminated.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future.
The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("ASC Topic 740"). ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At March 31, 2011 the Company did not record any liabilities for uncertain tax positions.
Earnings Per Share
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted loss per share is the same as basic loss per share because the effects of the additional securities, which as of March 31, 2011, consist of outstanding warrants, as a result of the net loss, would be anti-dilutive.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, related party payables and notes payable, approximate fair value due to their short term maturities.
Reclassification
Certain prior period amounts have been reclassified to conform to current year presentations.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, have had or would have a material effect on the accompanying consolidated financial statements.
NOTE 4 – EQUITY
Share Based Compensation
On January 9, 2011, the Company granted 18,733,758 common shares valued at $627,581, based on the quoted market price on the date of grant, to the Company’s president in satisfaction of accrued but unpaid employment compensation and accounts payable for expenses paid by the Company’s president on behalf of the Company.
On January 9, 2011, the Company granted 3,675,628 common shares valued at $123,134, based on quoted market price on the date of grant for consulting services rendered.
On January 9, 2011, the Company granted 3,675,628 common shares valued at $123,134, based on the quoted market price on the date of grant for legal services rendered.
Warrants
The Company has the following warrants outstanding and exercisable as of March 31, 2011.
|
Date issued
|
Warrants Issued
|
Exercise Price
|
Expire
|
||||||
|
December 23, 2006
|
240,000 | 1.50 |
None
|
||||||
Warrants for 200,000 common shares issued April 27, 2007 with an exercise price of $1.00 expired, unexercised, on April 27, 2011. The outstanding warrants at March 31, 2011 have no intrinsic value.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with ASC 855, the Company evaluated subsequent events through the date these consolidated financial statements were issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business., The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.
Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.
In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.
As used in this annual report, “we”, “us”, “our”, “Bridgetech”, “Bridgetech Holdings” “Company” or “our company” refers to Bridgetech Holdings International, Inc. and all of its subsidiaries.
Overview
Our company, Bridgetech Holdings International, Inc. was a company focused primarily on the business of facilitating the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations. We are no longer in this business.
Corporate History
The entity that is the original predecessor of the Company was originally incorporated in Delaware on June 4, 1991. From 1991 through 2002, this predecessor, which was originally named “Huggie Heart, Inc.,” engaged in several different businesses, a merger and several similar corporate transactions, and changed its name several times. In November 2002, this entity acquired Parentech, Inc., a Delaware corporation, and changed its name to “Parentech, Inc.”
From its acquisition of Parentech, Inc. until the end of 2004, the Company’s primary business was designing; developing and marketing products intended to enhance the well-being of infants. This business, however, generated only minimal revenues and could not support the Company’s ongoing operations. By the end of 2004, the Company had begun to wind down its operations.
We are not actively developing this business and have ceased operations of all other businesses conducted by Parentech, Inc. prior to the transaction with Old Bridgetech.
On January 10, 2005, Herbert Wong and Scott Landow formed Bridgetech Holdings International, Inc. under the laws of the State of Florida (“Old Bridgetech”). Old Bridgetech, which was privately-held, was formed to facilitate the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations.
In February 2005, the Company entered into a transaction with Old Bridgetech whereby the Company issued 1,673,438 shares of common stock to the shareholders of Old Bridgetech in exchange for all of the outstanding stock of Old Bridgetech. In connection with this transaction, the Company changed its name to “Bridgetech Holdings International, Inc.”
As of January 1, 2009, the Company ceased operations of its medical imaging business and has discontinued operations of all of the companies activity including that of Retail Pilot, International MedLink, Inc. and Clarity Imaging International, Inc.
We are now a company with no operations. As of the date hereof, we have not been successful in any of our prior business operations.
Historically, we were able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.
Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.
We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of any acquisition transaction, resign and be replaced by one or more new officers and directors.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We may seek a business opportunity with entities whom have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.
If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.
Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
Our management is currently in discussions with two potential merger candidates with companies in the following categories/ industries: (i) clean water technology and (ii) on line distribution of unique/differentiable dietary supplements.
THERE CAN BE NO ASSURANCES THAT NEGOTIATIONS WITH ANY PROSPECTIVE BUSINESS, INCLUDING BUT NOT LIMITED TO THE ENTITIES DISCUSSED ABOVE, WILL RESULT IN A MERGER WITH OUR COMPANY OR THAT SUCH MERGER WILL RESULT IN PROFITABILITY.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2011, Compared to Three Months Ended March 31, 2010
We currently have no operating activities. As of January 1, 2009, we ceased operations of our medical imaging business and have discontinued the prior operations of Retail Pilot, Inc., MedLink International, Inc. and Clarity Imaging International, Inc.
General and administrative expenses (“G&A”) totaled $288,182 in 2011, compared to $30,000 in 2010. G&A costs in 2011 and 2010 include the accrued salary of our sole officer and director totaling $30,000. G&A costs in 2011 also include legal and professional fees of approximately $258,000.
Interest Expense was $106,619 in both 2011 and 2010. Interest Expense includes accrued and unpaid interest on our debt with principal balances totaling approximately $5.4 million.
LIQUIDITY AND CAPITAL RESOURCES
We currently have an accumulated deficit of approximately $59 million, current assets of $0 and current liabilities of approximately $10 million. We are currently in default on all of our debt and have been unable to raise the capital to pay such notes. Should the note holders call their notes, we would be unable to pay them.
We do not presently generate any revenue to fund the planned development of our business. In order to develop our business plan, we will require funds for working capital. We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or upon terms and conditions which are acceptable to us. If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted. If we raise additional working capital through the issuance of debt our future interest expense will increase. We are currently in default on all of our outstanding debt to unrelated third parties and have been unable to raise the capital to pay such notes. Should the debt holders call their notes, we would be unable to pay them.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit and has not generated revenues since it re-entered the development stage on January 1, 2009. During the three months ended March 31, 2011the Company incurred a net loss of $394,801 and at March 31, 2011 has an accumulated deficit of $59,826,187. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company is dependent upon funds from private investors and the support of certain stockholders. Management is proposing to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Additional Information
We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, and Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site at www.sec.gov.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We do not hold any derivative instruments and do not engage in any hedging activities. We have no business activity as of the three month period ended March 31, 2011.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of our senior management, including our chief executive officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report. Based on this evaluation, our chief executive officer and Principal Accounting Officer concluded as of March 31, 2011, that our disclosure controls and procedures were not effective such that the information required to be disclosed in our Securities and Exchange Commission (“SEC”) reports ( i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management, that as of March 31, 2011, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting as reported in our Form 10-K for the year ended December 31, 2010.
b) Changes in Internal Control over Financial Reporting.
During the quarter ended March 31, 2011, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 1A. - RISK FACTORS
Not required for smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
On January 9, 2011, the Company granted 18,733,758 common shares to the Company’s president in satisfaction of accrued but unpaid employment compensation and accounts payable to the Company’s president for expenses paid by the Company’s president on behalf of the Company.
On January 9, 2011, the Company granted 3,675,628 common shares for consulting services rendered.
On January 9, 2011, the Company granted 3,675,628 common shares for legal services rendered.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the quarter ended March 31, 2011.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
There is no information with respect to which information is not otherwise called for by this form.
ITEM 6. EXHIBITS
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|
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.
|
Registrant
Date: May 16, 2011
|
Bridgetech Holdings International, Inc.
By: /s/ Scott Landow
|
|
|
Scott Landow
|
||
|
Chairman, Chief Executive Officer (Principle Executive Officer, Principle Financial Officer)
|