Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 30, 2012
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-53700
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Commission File Number
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Cortronix Biomedical Advancement Technologies Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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98-0515701
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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8200 N.W. 41st Street, Suite 145B, Doral, FL
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33166
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(Address of principal executive offices)
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(Zip Code)
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(786) 859-3585
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.
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Yes [X] No [ ]
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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).
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Yes [ ] No [ X ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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[ ]
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Non-accelerated filer
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes [ ] No [X]
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes [ ] No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
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287,000,000 shares of common stock issued and outstanding as of January 15, 2013
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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TABLE OF CONTENTS
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Page
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PART I – Financial Information
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4 | |
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Item 1.
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5 | |
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Item 2.
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8 | |
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Item 3.
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8 | |
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Item 4.
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PART II – Other Information
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Item 1.
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9 | |
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Item 1A.
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9 | |
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Item 2.
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9 | |
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Item 3.
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9 | |
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Item 4.
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9 | |
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Item 5.
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9 | |
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Item 6.
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10 | |
| 11 |
3
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012 filed on December 14, 2012.
In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States dollars and references to “we,” “us,” “Company,” “our” means Cortronix Biomedical Advancement Technologies Inc., unless otherwise indicated.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended November 30, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2013. For further information refer to the financial statements and footnotes thereto included in our company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2012.
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Page
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Unaudited Consolidated Financial Statements
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| F-1 | |
| F-2 | |
| Consolidated Statement of Stockholders' Deficiency | F-3 |
| F-4 | |
| F-4 to F-10 |
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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November 30,
2012
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August 31,
2012
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ASSETS
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Current assets
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Cash
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$ | 49,424 | $ | 31,686 | ||||
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Prepaid expenses
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66,981 | 1,813 | ||||||
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Total current assets
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116,405 | 33,499 | ||||||
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Security deposit
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3,390 | 3,390 | ||||||
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Equipment and furniture, net
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15,373 | 6,690 | ||||||
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Total Assets
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$ | 135,168 | $ | 43,579 | ||||
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LIABILTIES AND STOCKHOLDERS’ DEFICIENCY
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Current liabilities
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Accounts payable and accrued liabilities
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$ | 21,230 | $ | 1,161 | ||||
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Accounts payable – related parties
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4,000 | - | ||||||
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Accrued interest
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56,532 | - | ||||||
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Payroll liabilities
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4,535 | 2,604 | ||||||
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Advances from related parties
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34,358 | 50,000 | ||||||
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Notes payable
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729,374 | - | ||||||
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Total Current Liabilities
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850,029 | 53,765 | ||||||
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STOCKHOLDERS’ DEFICIENCY
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Common stock: 800,000,000 shares authorized, at $0.001 par value
287,000,000 and 175,000,000 shares issued and outstanding at November 30, 2012 and August 31, 2012, respectively
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287,000 | 175,000 | ||||||
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Additional paid- in capital
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(888,702 | ) | (174,250 | ) | ||||
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Deficit accumulated during the development stage
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(113,159 | ) | (10,936 | ) | ||||
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Total Stockholders’ Deficiency
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(714,861 | ) | (10,186 | ) | ||||
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Total Liabilities and Stockholders’ Deficiency
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$ | 135,168 | $ | 43,579 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended November 30, 2012
and for the period from
August 3, 2012 (date of Inception) to November 30, 2012
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Three months ended November 30, 2012
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August 3, 2012 (date of Inception) to
November 30, 2012
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REVENUE
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$ | - | $ | - | ||||
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EXPENSES
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Professional fees
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12,706 | 12,706 | ||||||
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Salary and wages
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43,250 | 52,865 | ||||||
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Depreciation
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255 | 255 | ||||||
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Other general and administrative expenses
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31,388 | 32,709 | ||||||
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OPERATING LOSS
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(87,599 | ) | (98,535 | ) | ||||
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Other income and expense
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Interest expense
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(14,624 | ) | (14,624 | ) | ||||
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NET LOSS
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$ | (102,223 | ) | $ | (113,159 | ) | ||
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Basic and diluted loss per share
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$ | (0.00 | )* | |||||
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Weighted average number of shares outstanding, basic and diluted
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273,461,538 | |||||||
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* Denotes less than $(0.01) per share
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The accompanying notes are an integral part of these consolidated financial statements.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
For the Period from August 3, 2012 (date of Inception) to November 30, 2012
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Accumulated
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Deficit
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Additional
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During the
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Common Stock
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paid-in
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Development
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Shares
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Amount
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Capital
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Stage
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Total
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Balance August 3, 2012
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Issuance of common shares for cash, August 3, 2012
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750,000
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750
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-
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-
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750
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Recapitalization effect on issuance of common shares
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174,250,000
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174,250
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(174,250
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)
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-
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-
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Net loss
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-
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-
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-
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(10,936
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(10,936
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Balance, August 31, 2012
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175,000,000
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175,000
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(174,250
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(10,936
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(10,186
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Recapitalization on September 11, 2012
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112,000,000
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112,000
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(714,452)
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-
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(602,452
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Net loss for the period
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-
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-
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-
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(102,223
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(102,223
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Balance, November 30, 2012
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287,000,000
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287,000
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(888,702
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(113,159
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(714,861
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)
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The accompanying notes are an integral part of these consolidated financial statements.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 2012
and for the period from August 3, 2012 (date of Inception) to November 30, 2012
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Three Months ended November 30, 2012
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From Inception (August 3, 2012) to November 30, 2012
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (102,223 | ) | $ | (113,159 | ) | ||
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Adjustment to reconcile net loss to net cash (used in) operating activities:
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Depreciation
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255 | 255 | ||||||
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Accrued interest
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14,624 | 14,624 | ||||||
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Changes in operating assets and liabilities:
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Damage deposit
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- | (3,390 | ) | |||||
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Prepaid expenses
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(65,168 | ) | (66,981 | ) | ||||
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Payroll liabilities
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1,931 | 4,535 | ||||||
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Accounts payable and accrued liabilities
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368 | 1,529 | ||||||
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Accounts payable – related parties
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4,000 | 4,000 | ||||||
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Net cash provided by (used) in operating activities
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(146,213 | ) | (158,587 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Acquisition of equipment and furniture
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(8,938 | ) | (15,628 | ) | ||||
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Cash from acquisition
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22,889 | 22,889 | ||||||
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Net cash provided by ( used) in investing activities
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13,951 | 7,261 | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from notes
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150,000 | 200,000 | ||||||
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Proceeds from issuance of common stock
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- | 750 | ||||||
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Net cash provided by financing activities
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150,000 | 200,750 | ||||||
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Increase (decrease) in cash during the period
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17,738 | 49,424 | ||||||
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Cash, beginning of period
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31,686 | - | ||||||
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Cash, end of period
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$ | 49,424 | $ | 49,424 | ||||
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Supplemental non-cash investing activities:
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Accounts payable acquired from reverse acquisition
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$ | 19,702 | $ | 19,702 | ||||
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Accrued interest acquired from reverse acquisition
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41,907 | 41,907 | ||||||
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Advances from related parties acquired from reverse acquisition
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34,358 | 34,358 | ||||||
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Notes payable acquired from reverse acquisition
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579,373 | 579,373 | ||||||
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Loan receivable
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(50,000 | ) | (50,000 | ) | ||||
| $ | 625,340 | $ | 625,340 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
1. ORGANIZATION AND BASIS OF PRESENTATON
Cortronix Biomedical Advancement Technologies Inc. (formerly Pana-Minerales S.A.) (the “Company”), was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100 millionshares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties.
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“Cortronix”). The sole officer and director of Cortronix, Yoel Palomino, was also the sole officer and director of the Company, and is the developer of the technology held by Cortronix. Cortronix was incorporated solely for the purpose of this acquisition and does not currently have any operations other than the development of a technology known as CorlinkTM. CorlinkTM, is a multi-product, advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the acquisition agreement Cortronix became a wholly owned subsidiary of the Company and is now the operational company which will continue with the commercialization of the technology it holds. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of Cortronix in exchange for the issuance of 175,000,000 restricted shares of the Company. The acquisition was completed on September 11, 2012.
The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Cortronix. Under reverse acquisition accounting Cortronix (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.
Both the Company and subsidiary Cortronix have a year-end of August 31.
The interim financial statements for the three months ended November 30, 2012 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the fiscal year ended August 31, 2013. 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. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended August 31, 2012 filed with the Securities and Exchange Commission on December 14, 2012...
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
These consolidated financial statements include the accounts of Cortronix Biomedical Advancement Technologies Inc., and its wholly-owned subsidiary, Cortronix Technologies Inc. All intercompany balances and transactions have been eliminated in consolidation.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Development- Stage
Cortronix Biomedical Advancement Technologies Inc. is a development-stage company as defined in Accounting Standards Codification (“ASC”) 915 Development-Stage Entities, as it is developing an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. There have been no revenues from planned principal operations or sales from August 3, 2012 (date of Inception through November 30, 2012. Consequently, cumulative amounts are presented in these consolidated financial statements.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation and amortization of property and equipment are calculated using the straight-line method over the assets’ estimated useful lives as follows: computer hardware and software (three years), leasehold improvements (the shorter of five years or lease life), furniture and fixtures (five years) and equipment (five to ten years).
Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.
Research and Development
Research and development costs are expensed as incurred. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be capitalized classified as property, plant and equipment and depreciated over their estimated useful lives. To date, research costs, including amounts paid for man hours allocated to ongoing technology development, have been expensed when incurred.
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts is computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized. As of November 30, 2012, the Company had a deferred tax asset and related valuation allowance of $30,600, which begins to expire in 2032, related to its current operations.
Section 382 of the Internal Revenue Code imposes limitations on net loss carryforwards when there is a change in control. Due to the change of business and management, the Company has assumed loss carryforwards related to the Company’s prior operations will not be available to offset future taxable income.
Advertising and Market Development
The Company expenses advertising and market development costs as incurred.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
3. GOING CONCERN
The Company will need additional working capital to service its debt, for ongoing operational expenses and to continue with the commercialization of its development stage technology, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans and advances, equity funding, and long term financing, which will enable the Company to operate for the coming year.
4. PREPAID EXPENSES
The following table provides details of the Company’s prepaid expenses as of November 30, 2012 and August 31, 2012:
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November 30,
2012
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August 31,
2012
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Legal services fee
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$ | 7,500 | $ | - | ||||
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Rent
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- | 1,814 | ||||||
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Advances to manufacturer
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59,481 | - | ||||||
| $ | 66,981 | $ | 1,814 | |||||
Prepaid expenses of $59,481 consist of amounts advanced to manufacturing firms with respect to the development of CorlinkTM prototypes and manufacturing moulds.
Prepaid expenses of $7,500 is the retainer for general IP consultation related to the development of Smartphone Apps for Remotely Monitoring and Reading ECG’s and Other Medical Devices.
5. BUSINESS COMBINATION
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“Cortronix”). The sole ?officer and director of Cortronix, Yoel Palomino, was also the officer and director of the Company, and is the developer of the technology held by Cortronix. Cortronix was incorporated solely for the purpose of this acquisition i have any operations other than the development of a multi-product technology known as CorlinkTM. CorlinkTM, is an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the acquisition agreement Cortronix became a wholly owned subsidiary of the Company and is now the operational company which will continue with the commercialization of the technology it holds. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of Cortronix in exchange for the issuance of 175,000,000 restricted shares of the Company valued at par value, $175,000. The acquisition was completed on September 11, 2012.
CorTronix Technologies Inc. was incorporated under the laws of the State of Nevada on August 3, 2012 with authorized capital stock of 75,000,000 shares at $0.001 par value. The Company was organized for the purpose of developing the CorlinkTM technology.
Pursuant to the terms and conditions of the acquisition agreement, we acquired 100% of the issued capital stock, 750,000 common shares, of Cortronix in exchange for 175,000,000 shares of the Company’s common stock, or 60.97% of the issued and outstanding shares of the Company.
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
5. BUSINESS COMBINATION (continued)
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed relative to the Parent company operations, at the business combination transaction date:
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Cash and cash equivalents
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$ | 22,889 | ||
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Due from Cortronix
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50,000 | |||
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Total identifiable assets
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$ | 72,889 | ||
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Accounts payable
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$ | 19,702 | ||
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Accrued interest
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41,907 | |||
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Advances from related parties
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34,358 | |||
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Notes payable
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579,373 | |||
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Total identifiable liabilities
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$ | 675,340 | ||
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Net identifiable assets
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$ | (602,451 | ) |
6. LEASE AGREEMENT
On August 22, 2012, Cortronix leased office space in Hialeah, Florida on a one year lease with monthly rental payments of $1,814 per month including applicable taxes.
Under the terms of the above noted lease, the Company was required to provide a security deposit totaling $3,990. The security deposit is held by the Landlord without interest and shall be applied by the Landlord on account of the last month’s rent. The amount is included on the balance sheet of the Company as "Security Deposit."
7. LOANS PAYABLE
A summary of the principal balances of notes payable included in the consolidated balance sheet as of November 30, 2012:
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Date
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Principal
|
|||
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April 15, 2011
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$ | 50,000 | ||
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May 6, 2011
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50,000 | |||
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May 10, 2011
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3,903 | |||
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May 26, 2011
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31,000 | |||
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September 30, 2011
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49,798 | |||
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November 5, 2011
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8,570 | |||
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November 7, 2011
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50,000 | |||
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January 10, 2012
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1,995 | |||
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March 12, 2012
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21,320 | |||
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March 27, 2012
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200,000 | |||
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April 5, 2012
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6,214 | |||
|
April 10, 2012
|
100,000 | |||
|
July 6, 2012
|
6,573 | |||
|
September 11, 2012
|
150,000 | |||
| $ | 729,373 | |||
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
7. LOANS PAYABLE (continued)
At November 30, 2012, there was a balance of $729,373 outstanding, due and payable to an unrelated third party. These notes each have a one year term, bearing interest at ten (10%) percent per annum and are payable in full on the anniversary date. The accrued interest for the three month period ended November 30, 2012 totaled $14,624 in respect of these loans. The Company did not make any payments towards accrued interest in the period, leaving an amount of $56,532 reflected on the Company’s balance sheet as Accrued Interest.
Certain of these loans with a principal balance totaling $243,271 came due and payable in the current period at which time the lender verbally agreed to convert the loans to “demand” loans, with interest continuing to accrue until such time as they are paid in full.
8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
On August 3, 2012, the Company entered into a consulting agreement with Mr. Yoel Palomino, director and officer of the Company. Under the terms of the agreement, the Company will pay an annual salary of $125,000 to Mr. Palomino, payable weekly. During the three month period ended November 30, 2012, the Company made cash payments of $31,250 pursuant to the agreement.
Prior to the completion of the acquisition agreement discussed above in Note 5 – Business Combination, the Company advanced $50,000 to Cortonix for operations. This advance has been eliminated on consolidation.
During the three month period ended November 30, 2012, Mr. Jorge Saer, the Chief Technology Officer of the Company, invoiced a total amount of $12,000 for project development services. The Company made cash payments of $8,000, leaving $4,000 due and payable to Mr. Saer as at November 30, 2012.
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“Cortronix”), Note 5 above, a company controlled by our sole Officer and Director, Yoel Palomino. Under the terms of the acquisition agreement, the Company acquired all of the issued and outstanding shares of Cortronix in exchange for the issuance of 175,000,000 restricted shares of the Company to Mr. Palomino, who assigned 52,500,000 shares to Mr. Jorge Saer. On September 11, 2012, the Company completed this transaction and CorTronix became a wholly-owned subsidiary of the Company.
As of November 30, 2012, a former officer and director and 11% shareholder was due an amount totaling $34,358 (2011 - $34,358) which amount bears no interest, is unsecured and payable on demand.
9. CAPITAL STOCK
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“Cortronix”). Under the term of the acquisition agreement, the Company acquired all of the issued and outstanding shares of Cortronix in exchange for the issuance of 175,000,000 restricted shares of the Company. On September 11, 2012, the Company completed this transaction.
As at November 30, 2012, the Company had a total of 287, 000,000 shares of common stock issued and outstanding.
We have evaluated subsequent events through January 21, 2013. Other than those set out above, there have been no subsequent events after November 30, 2012 for which disclosure is required.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cortronix Biomedical Advancement Technologies Inc. (formerly Pana-Minerales S.A.) (the “Company”, “we” “our” and “us”) was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties.
On January 15, 2008, we purchased the Marawi Gold Claims located in the Philippines for $5,000 and obtained a mining license for an additional payment of $1,843. On September 10, 2012, the Board of Directors determined to abandon the claims as they had determined not to pursue the mining and exploration business.
On April 30, 2011, we entered into a mining option agreement with Brookmount Explorations Inc. (the “Option”) for the Mercedes mining concessions located in the District of Comas, Province of Concepcion, Department of Junin in the Republic of Peru. Unlike the Marawi Gold Claims, the Mercedes concessions will focus mainly on silver exploration. Under the terms of the mining option agreement, Brookmount Explorations Inc. granted us an exclusive option to acquire a 50% interest in the property subject to us undertaking expenditures in the amount of $3,100,000 before April 30, 2013. The Company had been unable to meet the funding requirements under the option agreement and on September 4, 2012, the Company provided Brookmount Explorations Inc. with a notice of termination as required under the option agreement, whereby the Company advised Brookmount Explorations Ltd. that pursuant to Item 5.3 of the mining option agreement dated April 30, 2011, the Company was providing Brookmount Explorations Ltd. with notice of the Company’s intention to immediately surrender all of the Company’s rights thereunder and the termination of the Option and the Agreement are hereby terminated including the working rights under the agreement had lapsed the Company had no further rights to the Mercedes concessions.
On September 7, 2011 the Company increased the authorized capital stock of the Company from 100,000,000 to 800,000,000 shares at $0.001 par value and effected a stock dividend of 7 shares for every 1 share of common stock held by each shareholder of record as of August 16, 2011.
On February 1, 2012, the Company entered into a Mining Option Agreement with Minerales Holdings Can Corp. (“Minerales”) Under the terms of the Option Agreement, Minerales granted the Company for the period commencing on the effective date of the Option Agreement and expiring on January 31, 2015 (the “Option Term”), an exclusive option to acquire an undivided one hundred percent (100%) interest in certain mineral claims located in Quebec, Canada (the “Property”), subject to certain conditions. On September 10, 2012, the Company and Minerales entered into a Termination Agreement whereby Minerales returned for cancellation a total of 22,500,000 shares of common stock of the Company which were returned in exchange for cancellation of the Option Agreement on the Property.
On August 15, 2012, we entered into an acquisition agreement with Cortronix Technologies Inc. (“CorTronix”). Yoel Palomino, the sole officer and director of Cortronix Biomedical Advancement Technologies Inc., is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition and had no operations. The assets of CorTronix are CorlinkTM an multi-product advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. The closing date was September 11, 2012, which is the date the shares were transferred.
Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the common stock of the Company valued at par value, $175,000., in exchange for all of the issued and outstanding shares of CorTronix.
On September 11, 2012, the Company issued the shares to complete this transaction. The Company is developing the CorTronix technology through its wholly-owned subsidiary.
Results of Operations
The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012, filed on December 14, 2012.
We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have successfully raised additional capital through equity offerings and loan transactions in the past and presently believe we will be able to do so in the future, though we can offer no assurance of this outcome as no specific arrangements are in place.
Comparison of three month periods ended November 30, 2012 and 2011
During the three month periods ended November 30, 2012 and from Inception (August 3, 2012 to November 30, 2012, we earned no revenues from operations.
The Company has recently a reverse merger with an inception date of August 3, 2012 and therefore there is no comparable data for the three months ended November 30, 2011.
For the three month period ended November 30, 2012 we incurred a net loss of $102,223. This loss is primarily attributed to salaries and wages of $43,250, professional fees of $12,706, and general and administrative expenses of $31,388, all related to our new business operations. We also accrued interest expenses of $14,624 on loans for operations.
Liquidity and Capital Resources
As of November 30, 2012, we had $49,424 in cash, prepaid expenses of $66,981 and a working capital deficiency of $733,624. During the three months ended November 30, 2012, we used net cash of $146,213 in operating activities.
During the three months ended November 30, 2012, we received $150,000 in cash from an unrelated third party in order to fund operations. The loan is unsecured, bears interest at 10% per annum, and is due on or before September 11, 2013. Interest shall accrue during the term of the loan and is payable on the due date.
We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.
During the three months ended November 30, 2012, we used net cash of $8,938 in investing activities related to the purchase of equipment and furniture.
We anticipate that we will require a minimum of $500,000 over the next twelve months in order to finalize the R&D on the majority of our products and to maintain public company operations. In that twelve month period we anticipate that we will have 4 out of 5 prototypes completed and in the approval process while continuing development of the final products. We are allocating a total of $400,000 for R&D for the 12 months, however we may not expend the entire R&D budget over the twelve month period as it is dependent on the timelines for development of each product. The following information is provided as at the date of this report:
CorLink & CorView:
40% complete
Cost to completion $75,000
CorTab
35% complete
Cost to completion $75,000
CorPak
5% complete
Cost to completion $90,000
CorCare
10% complete
Cost to completion $75,000
CorCheck
10% complete
Cost to completion $85,000
Total R&D funding: $400,000
We do not presently have sufficient funds to undertake our plan of operations. We believe we have sufficient funds to maintain the public company reporting status but will need to raise funds in order to undertake our business plan. We intend to raise these funds by the sale of equity or loans as they can be negotiated. We do not currently have any sources for such funding and we cannot predict whether we will be able to raise the funding required to undertake our business plan.
Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our new business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon achieving success in our required television development efforts and ultimately having a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Off-Balance Sheet Arrangements
The Company does not presently have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements contained in our Annual Report on Form 10-K for the year ended August 31, 2012 filed with the SEC on December 14, 2012.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, Yoel Palomino, our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of November 30, 2012, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer, who is also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of November 30, 2012 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
In performing the above-referenced assessment, our management identified the following material weaknesses:
|
1)
|
We currently do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over financial statements;
|
|
2)
|
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides three staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;
|
|
3)
|
Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;
|
|
4)
|
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
|
|
5)
|
Ineffective controls over period end financial disclosure and reporting processes.
|
We continue to review our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the three months ended November 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.
PART II - OTHER INFORMATION
|
Item 1.
|
LEGAL PROCEEDINGS
|
|
|
To the best of management’s knowledge, there are no material legal proceedings pending against the Company
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||
|
Item 1A
|
RISK FACTORS
|
|
|
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
|
||
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
None.
|
||
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
|
None.
|
||
|
Item 4.
|
MINE SAFETY DISCLOSURE
|
|
|
Not applicable
|
||
|
Item 5.
|
OTHER INFORMATION
|
|
|
On or about January 10, 2013, we formally informed Sadler, Gibb & Associates, L.L.C. (“Sadler Gibb”) of their dismissal as the Company’s independent registered public accounting firm and the Company engaged Borgers & Cutler CPAs PC (“B&C”) as its principal accountant to audit the Company's financial statements as successor to Sadler Gibb.
|
Item 6. Exhibits
EXHIBITS
|
Number
|
Description
|
|
|
3.1(a)
|
Articles of Incorporation.
|
Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008.
|
|
3.1(b)
|
Amendment to Articles of Incorporation
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2011.
|
|
3.1(c)
|
Amendment to Articles of Incorporation
|
Incorporated by reference to the Company’s Definitive 14C filed on November 2, 2012
|
|
3.2(a)
|
Bylaws.
|
Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008.
|
|
3.2(b)
|
Amendment to Bylaws
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2011.
|
|
10.1
|
Consulting Services and Finders Fee Agreement, dated February 1, 2012
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012.
|
|
10.2
|
Mining Option Agreement, dated February 1, 2012
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012.
|
|
10.3
|
Mutual Release Agreement by and between the Company and David Gibson
|
Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011.
|
|
10.4
|
Form of Promissory Note
|
Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011.
|
|
10.5
|
Acquisition Agreement between the Company and Cortronix dated August 15, 2012
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012.
|
|
10.6
|
Assignment Agreement between Yoel Palomino and Cortronix dated August 10, 2012
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012.
|
|
31.1
|
Section 302 Certification - Principal Executive Officer
|
Filed herewith
|
|
31.2
|
Section 302 Certification - Principal Financial Officer
|
Filed herewith
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
|
101.INS
|
XBRL Instance Document
|
*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Pursuant to the requirements 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.
|
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
|
|||
|
Date:
|
January 22, 2013
|
By:
|
/s/ Yoel Palomino
|
|
Name:
|
Yoel Palomino
|
||
|
Title:
|
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial and Principal Accounting Officer)
|
||