Bio-AMD Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Bio-AMD Inc.	Financial_Report.xls
EX-32.2 - EX-32.2 - Bio-AMD Inc.	ex32-2.htm
EX-31.2 - EX-31.2 - Bio-AMD Inc.	ex31-2.htm
EX-32.1 - EX-32.1 - Bio-AMD Inc.	ex32-1.htm
EX-31.1 - EX-31.1 - Bio-AMD Inc.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-52601

BIO-AMD, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-5242826
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

3rd Floor, 14 South Molton Street, London, UK W1K 5QP

(Address of principal executive offices)

+ 44 (0) 8445 861910

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 x No ¨

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.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company x
				(Do not check if a smaller Reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There were 44,525,966 shares of the issuer’s common stock outstanding as of May 8, 2014.

Table of Contents

BIO-AMD, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

	SIGNATURES	26

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	PAGE

Condensed Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	4

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three month periods ended March 31, 2014 and 2013 (unaudited) and for the period from March 10, 2006 (date of inception) to March 31, 2014 (unaudited)	5

Condensed Consolidated Statement of Equity for the period from March 10, 2006 (date of inception) through March 31, 2014 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2014 and 2013 (unaudited) and for the period from March 10, 2006 (date of inception) to March 31, 2014 (unaudited)	7

Notes to Condensed Consolidated Financial Statements (unaudited)	8

Table of Contents

Bio-AMD, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2014			2013
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,701,892		$	1,921,895
Prepaid expenses		5,148			8,633
Value added tax and other receivables		12,632			23,776

Total Current Assets		1,719,672			1,954,304

Property and equipment, net		867			860

Security deposits and other assets		93,022			88,027

Total Assets	$	1,813,561		$	2,043,191

LIABILITIES AND EQUITY

Current Liabilities:
Accounts payable	$	57,216		$	24,551
Accrued expenses		33,753			8,232
Taxation and social security		19,271			7,217

Total Current Liabilities		110,240			40,000

Total Liabilities		110,240			40,000

Commitments and contingencies		-			-

Equity:
Bio-AMD, Inc. Stockholders' Equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2014 and December 31, 2013		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 44,525,966 shares issued and outstanding at March 31, 2014 and December 31, 2013		44,526			44,526
Additional Paid-in Capital		42,311,107			42,304,522
Accumulated other comprehensive income - foreign currency translation adjustment		169,160			152,530
Deficit accumulated during development stage		(39,791,318	)		(39,510,727	)
Total Bio-AMD, Inc. Stockholders' Equity		2,733,475			2,990,851
Non-controlling interest		(1,030,154	)		(987,660	)
Total Equity		1,703,321			2,003,191

Total Liabilities and Equity	$	1,813,561		$	2,043,191

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Bio-AMD, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

							For the Period
							from March 10, 2006
	For the three months						(date of inception) through
	ended March 31,						March 31,
	2014			2013			2014

Revenue	$	-		$	-		$	-

Operating expenses:
Mining exploration costs		-			-			24,726
Selling, general and administrative charges		317,334			318,272			13,200,144
Impairment loss - mineral claims		-			-			10,000

Total operating expense		317,334			318,272			13,234,870

Operating loss		(317,334	)		(318,272	)		(13,234,870	)

Other income:
Grant income		-			70,888			409,756
Interest and other income		1,561			1,790			2,651,028

Loss from continuing operations, before provision for income taxes		(315,773	)		(245,594	)		(10,174,086	)

Provision for income tax		-			-			-

Loss from continuing operations		(315,773	)		(245,594	)		(10,174,086	)

Income (loss) on discontinued operations, net of tax		-			-			(30,541,871	)

Net loss		(315,773	)		(245,594	)		(40,715,957	)

Net loss attributable to the non-controlling interest		(35,182	)		(5,190	)		(924,639	)
Subsidiary preferred dividend attributable to the non-controlling interest		(6,585	)		(6,011	)		(118,619	)

Net loss attributable to Bio-AMD, Inc. Common Shareholders	$	(274,006	)	$	(234,393	)	$	(39,672,699	)

Loss per common share from continuing operations attributable to Bio-AMD, Inc. common shareholders - basic	$	(0.01	)	$	(0.01	)	$	(0.17	)
Loss per common share from continuing operations attributable to Bio-AMD, Inc. common shareholders - diluted	$	(0.01	)	$	(0.01	)	$	(0.17	)
Loss per common share from discontinued operations attributable to Bio-AMD, Inc. common shareholders - basic	$	-		$	-		$	(0.57	)
Loss per common share from discontinued operations attributable to Bio-AMD, Inc. common shareholders - diluted	$	-		$	-		$	(0.57	)
Net loss per common share attributable to Bio-AMD, Inc. common shareholders - basic	$	(0.01	)	$	(0.01	)	$	(0.73	)
Net loss per common share attributable to Bio-AMD, Inc. common shareholders - diluted	$	(0.01	)	$	(0.01	)	$	(0.73	)

Weighted average number of common shares outstanding - basic		44,525,966			44,525,966			54,043,431

Weighted average number of common shares outstanding - diluted		44,525,966			44,525,966			54,043,431

Comprehensive Loss:
Net loss	$	(315,773	)	$	(245,594	)	$	(40,715,957	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax		15,903			(168,016	)		181,814
Total other comprehensive loss, net of tax		(299,870	)		(413,610	)		(40,534,143	)
Comprehensive loss attributable to the non-controlling interest		35,908			7,635			911,985
Comprehensive loss attributable to the Bio-AMD Inc. Common Shareholders	$	(263,962	)	$	(405,975	)	$	(39,622,158	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Bio-AMD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

FOR THE PERIOD FROM MARCH 10, 2006 (DATE OF INCEPTION) THROUGH MARCH 31, 2014

(Unaudited)

										Deficit			Accumulated
										Accumulated			Other
	Common Stock						Additional			During			Comprehensive			Noncontrolling			Total
	Shares			Amount			Paid-in Capital			Development Stage			Income/(Loss)			Interest			Equity
Shares issued to founders at $0.001 per share, March 10, 2006		60,000,000		$	60,000		$	(50,000	)	$	-		$	-		$	-		$	10,000

Fair value of shares issued in lieu of payment for service on December 18, 2006		412,038			412			47,659			-			-			-			48,071

Shares issued at $0.1167 per share in private placement on December 29, 2006		14,142,846			14,143			1,620,857			-			-			-			1,635,000

Net Loss											(1,381,198	)		-			-			(1,381,198	)
Balance at December 31, 2006		74,554,884			74,555			1,618,516			(1,381,198	)		-			-			311,873

Shares of common stock retired on May 11, 2007		(51,685,723	)		(51,686	)		51,686			-			-			-			-

Fair value of compensatory element of insider stock not retired in May 2007		-			-			307,978			-			-			-			307,978

Fair value of shares issued in lieu of payment for services at $0.90 per share on May 22, 2007		137,344			137			123,382			-			-			-			123,519

Fair value of shares acquired at below market value on May 25, 2007		-			-			178,300			-			-			-			178,300

Shares of common stock issued at $0.90 per share in private placement on May 29, 2007		16,582,621			16,583			13,375,296			-			-			-			13,391,879

Fair value of shares issued on acquisition of Bio-AMD Ltd on May 29, 2007		24,854,477			24,854			22,344,175			-			-			-			22,369,029

Shares of common stock issued at $0.90 per share in private placement on July 29, 2007		4,871,838			4,872			3,935,317			-			-			-			3,940,189

Reserve held for shares to be issued for compensation on December 31, 2007		-			-			34,125			-			-			-			34,125

Comprehensive income		-			-			-			-			43,960			-			43,960

Net Loss		-			-			-			(23,911,383	)		-			-			(23,911,383	)
Balance at December 31, 2007		69,315,441			69,315			41,968,775			(25,292,581	)		43,960			-			16,789,469

Common stock issued for compensation on May 13, 2008		65,000			65			24,310			-			-			-			24,375

Comprehensive loss		-			-			-			-			(4,130,487	)		-			(4,130,487	)

Net loss		-			-			-			(4,163,437	)		-			-			(4,163,437	)
Balance at December 31, 2008		69,380,441			69,380			41,993,085			(29,456,018	)		(4,086,527	)		-			8,519,920

Shares of common stock bought back on June 5, 2009		(16,989,136	)		(16,989	)		(114,036	)		-			-			-			(131,025	)

Shares of common stock bought back on October 9, 2009		(7,865,341	)		(7,865	)		(55,058	)		-			-			-			(62,923	)

Stock based compensation		-			-			163,550			-			-			-			163,550

Comprehensive income		-			-			-			-			4,742,968			512			4,743,480

Net loss		-			-			-			(6,567,441	)		-			(209,004	)		(6,776,445	)
Balance at December 31, 2009		44,525,964			44,526			41,987,541			(36,023,459	)		656,441			(208,492	)		6,456,557

Rounding Difference		2			-			-			-			-			-			-

Sale of common stock by subsidiary		-			-			-			-			-			451			451

Stock based compensation		-			-			341,975			-			-			-			341,975

Comprehensive Loss		-			-			-			-			(136,990	)		4,095			(132,895	)

Subsidiary preferred dividend		-			-			24,753			-			-			(24,753	)		-

Net Loss		-			-			-			(2,342,149	)		-			(237,647	)		(2,579,796	)
Balance at December 31, 2010		44,525,966			44,526			42,354,269			(38,365,608	)		519,451			(466,346	)		4,086,292

Stock based compensation		-			-			84,545			-			-			-			84,545

Comprehensive income		-			-			-			-			(529,361	)		7,804			(521,557	)

Subsidiary preferred dividend		-			-			32,815			-			-			(32,815	)		-

Net Income		-			-			-			558,032			-			(259,382	)		298,650
Balance at December 31, 2011		44,525,966			44,526			42,471,629			(37,807,576	)		(9,910	)		(750,739	)		3,947,930

Stock based compensation		-			-			(221,573	)		-			-			-			(221,573	)

Comprehensive income		-			-			-			-			152,991			3,997			156,988

Subsidiary preferred dividend		-			-			28,003			-			-			(28,003	)		-

Net Income		-			-			-			(780,412	)		-			(111,869	)		(892,281	)
Balance at December 31, 2012		44,525,966			44,526			42,278,059			(38,587,988	)		143,081			(886,614	)		2,991,064

Comprehensive loss														9,449			(3,028	)		6,421

Subsidiary preferred dividend								26,463									(26,463	)

Net loss											(922,739	)					(71,555	)		(994,294	)
Balance at December 31, 2013		44,525,966			44,526			42,304,522			(39,510,727	)		152,530			(987,660	)		2,003,191

Comprehensive loss		-			-			-			-			16,630			(727	)		15,903

Subsidiary preferred dividend		-			-			6,585			-			-			(6,585	)		-

Net loss		-			-			-			(280,591	)		-			(35,182	)		(315,773	)
Balance at March 31, 2014		44,525,966		$	44,526		$	42,311,107		$	(39,791,318	)	$	169,160		$	(1,030,154	)	$	1,703,321

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Bio-AMD, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							For the Period
							from March 10, 2006
							(date of inception) through
	For the three months ended March 31,						March 31,
	2014			2013			2014
Cash flows from operating activities:
Net loss	$	(315,773	)	$	(245,594	)	$	(40,715,957	)
Loss from discontinued operations		-			-			(30,541,871	)
Loss from continuing operations		(315,773	)		(245,594	)		(10,174,086	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			-			10,045
Impairment loss - mineral claims		-			-			10,000
Impairment loss - other assets		-			-			42,055
Shares of common stock issued or acquired in lieu of payment for services		-			-			716,369
Stock based compensation		-			-			368,497
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		3,503			(3,440	)		(30,881	)
Sales tax and other receivable		41,553			(4,475	)		(15,423	)
Security deposit and other assets		(4,178	)		(4,843	)		(121,801	)
Accounts payable		27,469			(8,020	)		118,531
Accrued expenses		-			-			126,105
Taxation and social security payable		11,922			(6,817	)		58,258
Total Adjustments		80,269			(27,595	)		1,281,755

Net cash used in operating activities of continuing operations		(235,504	)		(273,189	)		(8,892,331	)

Cash flows from investing activities:
Purchase of property and equipment		-			-			(21,085	)
Purchase of mineral claim		-			-			(10,000	)
Net cash used in investing activities of continuing operations		-			-			(31,085	)

Cash flows from financing activities:
Repurchase of common stock		-			-			(193,948	)
Proceeds from sale of noncontrolling interest		-			-			451
Proceeds from sale of shares of common stock in private placements, net of issuance costs		-			-			18,977,068
Net cash provided by financing activities of continuing operations		-			-			18,783,571

Cash flows from discontinued operations:
Cash used in operating activities of discontinued operations		-			-			(7,827,131	)
Cash used in investing activities of discontinued operations		-			-			(1,062,015	)
Cash provided by (used in) financing activities of discontinued operations		-			-			-
Effects of exchange rate changes on cash from discontinued operations		-			-			-
Net cash used in discontinued operations		-			-			(8,889,146	)

Effects of exchange rate changes on cash from continuing operations		15,501			(164,819	)		730,883

Net (decrease) increase in cash and cash equivalents		(220,003	)		(438,008	)		1,701,892

Cash and cash equivalents, beginning of period		1,921,895			2,936,307			-

Cash and cash equivalents, end of period	$	1,701,892		$	2,498,299		$	1,701,892

Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income tax	$	-		$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Continuing Operations:
Shares of common stock issued or acquired in lieu of payment for services	$	-		$	-		$	716,369
Total non-cash investing and financing activities from continuing operations	$	-		$	-		$	716,369

Discontinued Operations:
Transaction costs in connection with asset acquisition	$	-		$	-		$	22,897,759
Office equipment acquired on credit / accounts payable	$	-		$	-		$	1,760
Asset-prepaid expense acquired in connection with FFE Ltd.	$	-		$	-		$	449
Liabilities-accounts payable assumed in connection with FFE Ltd.	$	-		$	-		$	4,516
Liabilities-accrued expenses assumed in connection with FFE Ltd.	$	-		$	-		$	50,464
Total non-cash investing and financing activities from discontinued operations	$	-		$	-		$	22,954,948

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Bio -AMD, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2014

Note 1 - Nature of Operations and Going Concern

General

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position as of March 31, 2014 and the results of operations and cash flows for the three month periods ended March 31, 2014 and 2013 and for the period from March 10, 2006 (date of inception) through March 31, 2014. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to these periods are unaudited. The results for the three month period ended March 31, 2014 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2014.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2013, included in the Company’s annual report on Form 10-K filed with the SEC on March 28, 2014.

The condensed consolidated financial statements as of December 31, 2013 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Nature of Operations

Bio-AMD, Inc. (“Bio-AMD” the “Company”, “we”, “us”, “our”) (formerly known as Flex Fuels Energy, Inc. and Malibu Minerals, Inc.) was incorporated in the State of Nevada on March 10, 2006 to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves.

On April 15, 2011, we entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which we merged with our newly formed, wholly owned subsidiary, Bio-AMD, Inc., a Nevada corporation ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Bio-AMD, Inc. As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of our name to Bio-AMD, Inc. to better reflect our core business area. Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on April 15, 2011 to effect the Merger, our Articles of Incorporation were deemed amended to reflect the change in our corporate name. We are quoted on OTC Markets and the OTC Bulletin Board under the symbol “BIAD”.

During the fourth quarter of our 2006 fiscal year, for the purpose of diversifying our business, acquiring capital, gaining greater access to the capital markets and with the assistance of newly acquired capital, we entered into an Agreement with Flex Fuels Energy Limited (“FFE Ltd”) and the stockholders of FFE Ltd and FFE Ltd became our wholly-owned subsidiary effective on May 29, 2007. FFE Ltd engaged in the development of the business of manufacturing and distributing Oil Seed Rape (“OSR”) products.

Table of Contents

Effective September 5, 2009, after having carefully evaluated all options, we determined to abandon our proposed oil seed business, as we no longer considered the business to be economically viable on either a go alone or partnered basis. The proposed project initiated by prior management involving the establishment of an oil seed crushing plant at Cardiff, Wales by our wholly owned subsidiary, FFE Ltd, was compromised by constant delays, sub-optional design and substantial legal costs. We were unable to raise the approximately $123,000,000 needed for maximum project efficiency, to locate a project partner, or to divest our interest in the project for value. Accordingly, we determined that our best course of action was to preserve value by winding down the oil seed operations of FFE Ltd., which we have done on an orderly basis. The historical operations and costs of FFE Ltd for the period from March 10, 2006 (date of inception) through March 31, 2014 are classified as discontinued operations in the accompanying consolidated financial statements.

FFE Ltd. was formally dissolved in February 2011; the final winding down accounting transactions took place in May 2011.

WOCU Limited Acquisition

On May 1, 2009, we entered into an Investment Agreement (the “Investment Agreement”) with WDX Organisation Limited, a corporation incorporated under the laws of England and Wales, and the founding shareholders of WDX Organisation Limited (the “Founders”), the owners of all of the issued and outstanding shares of WDX Organisation Limited. On the same date, we entered into a related Loan Agreement (the “Loan Agreement”) and a related Option and Funding Agreement (the “Funding Agreement”) with WDX Organisation Limited. The Investment Agreement, Loan Agreement and Funding Agreement are hereinafter collectively referred to as the “Agreements”. Pursuant to the Agreements we acquired 51% ownership of WDX Organisation Limited. WDX Organisation Limited changed its name to WOCU Limited (“WL”) effective January 29, 2013.

WL is the developer of a technology designed to mitigate currency risk. On August 14, 2009 we provided a further £150,000 (approximately $247,800) to WL by way of a loan and have exercised certain call options. On November 20, 2009 we loaned an additional £150,000 (approximately $249,840) to WL and increased our equity position in WL. Altogether, these transactions have resulted in a total loan of £450,000 (approximately $717,000) to WL and the ownership of 75.66% of WL by the Company, as at the fiscal year ended December 31, 2009. During fiscal year ended December 31, 2010, WL applied for an international patent over its algorithm and system of providing reference data for the global currency unit, and has been working to develop contracts with a variety of banks, currency exchange networks, data providers and derivative exchanges in an effort to commercialize its technology through licensing agreements.

On March 8, 2010, we loaned an additional £150,000 (approximately $224,055) to WL and executed certain call options and further increased our equity position in WL. The loans were the result of our ongoing investment in WL as contemplated by our May 1, 2009 Investment Agreement with WL.

Altogether, these transactions resulted in a total loan of £600,000 (approximately $904,000) to WL and the ownership of 93% of WL by the Company on March 8, 2010.

On July 23, 2010 we entered into a Subscription Agreement with WL and the founders of WL under which we purchased 500,000 preference shares of WL (the “Preference Shares”) at a price of one British Pound per share (approximately $750,000). The Preference Shares earn in priority to any other class of stock of WL, a cumulative dividend equal to 5% of the subscription price of such Preference Shares per annum. These Preference Shares carry a preference over all other classes of WL stock in the event of a sale, liquidation or listing of WL. Upon liquidation, sale or listing and after repayment of the outstanding loans made by us to WL, other liabilities of WL and related transaction costs, the holder of the Preference Shares is entitled to a payment equal to three times the subscription price (the “Preference Shares Payment”) paid for such Preference Shares. The Preference Shares are redeemable upon a sale, listing or winding down of WL.

The Subscription Agreement also provided for WL to allot up to an aggregate of 16,900 C Ordinary Shares of WL to employees, directors and consultants of WL to secure their continued service to WL and incentivize them in the performance thereof. An aggregate of 14,061 C Ordinary Shares were issued, for nominal consideration, to three employees and Robert Galvin, our Chief Financial Officer on July 23, 2010. The issuance of the 14,061 C Ordinary Shares reduced our ownership in WL from 93% to 77.54%.

Effective June 30, 2011, WL agreed with all three of its employees to terminate existing employment agreements so as to reduce the monthly cash outflows. As a result of the termination of employment contracts and in accordance with the WL Articles of Association terminated employees gave up 9,243 C Ordinary Shares. This increased our ownership in WL to 87.13%.

During November 2011 we loaned an additional £50,000 (approximately $77,000) to WL as a short-term unsecured intercompany loan. On July 12, 2012 it was agreed that this loan would be settled through the issuance to us of 5,000,000 ordinary shares, increasing our ownership in WL to 99.81%.

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In January 2013, the Company provided a further £120,000 (approximately $182,000) cash injection into WL to fund its anticipated operations for at least a further 12 months based on the prospective pipeline of opportunities that have been generated during the year ended December 31, 2012.

As at March 31, 2014, there were no commercial agreements in place, and no revenues had been generated by WL.

Bio-AMD Holdings Limited Acquisition

On February 25, 2010, we entered into a Subscription and Shareholders Agreement with Bio-AMD Holdings Limited (“Bio-AMD Holdings”), a United Kingdom company, and the managers of Bio-AMD Holdings, under which we acquired a 63% interest in Bio-AMD Holdings for £865,000 British Pounds (approximately $1,335,000) through the purchase of preferred shares. The preferred shares accrue dividends at the rate of 5% per year and provide for a preference in liquidation equal to £865,000, plus accrued unpaid dividends (the preference on a sale is £850,000, plus accrued and unpaid dividends). Bio-AMD Holdings is a development stage company, formed in February 2010, which, through its operating subsidiary, Bio Alternative Medical Devices Ltd. (“Bio-Medical”), principally operates in the Medical Point of Care (“POC”) diagnostic space. Where context requires, reference to Bio-AMD Holdings also includes reference to Bio-Medical. Bio-AMD Holdings owns a portfolio of patent applications on technologies, which it expects to enable it to develop highly accurate, low cost, hand held electronic diagnostic devices capable of reading certain third party assays. Since 2010 Bio-AMD Holdings has been developing its technology into three initial product types 1) a digital strip reader targeted initially into the “over the counter” pregnancy testing market, 2) a blood coagulation device and 3) early stage development work into a POC immunoassay detection system based on magnetic nanoparticle manipulation. In addition, Bio-AMD Holdings has worked on the development of various commercial relationships with manufacturers, bio-chemistry companies and sales distributions partners to enable commercialization of its products through licensing agreements.

In January 2014, the Company provided additional working capital by way of a cash injection via an intercompany loan amounting to £150,000 (approximately $250,000) to Bio-AMD to further fund operations.

As at March 31, 2014, there were no commercial agreements in place, and no revenues had been generated by Bio-AMD Holdings.

Bio-AMD, Inc., WL, a majority-owned subsidiary, Bio-AMD Holdings, a majority-owned subsidiary, and FFE Ltd. (dissolved in 2011), are hereafter collectively referred to as “Bio-AMD”, “we”, “us”, “our” or, the “Company”.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity and has not commenced its planned principal operations. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has not generated any revenue and has incurred recurring losses for the period from March 10, 2006 (date of inception) through March 31, 2014. Additionally, the Company has negative cash flows from continuing operations since its date of inception of $8,892,331 and has an accumulated deficit of $39,791,318 at March 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue its existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its development of the currency risk technology, diagnostic technology and on-going operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time.

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

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Note 2 - Summary of Significant Accounting Policies

Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Development stage entity

The Company is considered to be a development stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. The Company has not generated any revenues to date, has incurred significant expenses and has sustained recurring losses. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from March 10, 2006 (date of inception) through March 31, 2014, the Company has accumulated deficit of $39,791,318 (of which $30,541,871 has been incurred by discontinued operations).

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of Bio-AMD, Inc., Flex Fuels Energy Limited (“FFE Ltd”), a formally wholly owned subsidiary including the FFE Ltd. Subsidiaries (which consisted of four inactive and now dissolved companies), WOCU Limited (a 99.81% owned subsidiary as of March 31, 2014) and Bio-AMD Holdings Limited (a 63% owned subsidiary as of March 31, 2014). All significant intercompany transactions and balances have been eliminated in consolidation. FFE Ltd ceased to be a variable interest entity on May 29, 2007 when the Company acquired the remaining 85% of FFE Ltd. Effective June 5, 2009 we have accounted for FFE Ltd as discontinued operations. FFE Ltd was formally dissolved in February 2011 and the final winding down accounting transaction took place in May 2011.

The 0.19% third party ownership of WL and 37% third party ownership of Bio-AMD Holdings at March 31, 2014 and December 31, 2013 is recorded as non-controlling interests in the unaudited condensed consolidated financial statements.

Foreign currency translation

The Company’s reporting and functional currency is US Dollars. The accounts of the Company’s 99.81% owned subsidiary, WL, and its 63% owned subsidiary, Bio-AMD Holdings, are maintained using the local currency (Great British Pound) as the functional currency. All assets and liabilities are translated into U.S. Dollars at the balance sheet date, equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the unaudited condensed consolidated statements of operations.

The relevant translation rates are as follows: For the quarter ended March 31, 2013 closing rate at 1.5189 US$:GBP, average rate at 1.5533 US$:GBP and for the quarter ended March 31, 2014 closing rate at 1.6637 US$:GBP, average rate at 1.6548 US$:GBP.

Recently Issued Accounting Standards

Recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future unaudited condensed consolidated financial statements.

Note 3 - Related Party Transactions

During the three month periods ended March 31, 2014 and 2013, we paid an aggregate of $47,650 and $44,735, respectively, to The ARM Partnership (“ARM”), a partnership in which Robert Galvin, our Chief Financial Officer and Treasurer is a partner, for services provided to us by Mr. Galvin in all capacities. Mr. Galvin owns 12.33% of the outstanding share capital of Bio-AMD Holdings. In addition, the Company paid a total of £3,750 and £1,500 during the three month periods ended March 31, 2014 and 2013, respectively, ($6,204 and $2,330, respectively), for the use of ARM’s offices in central London located at 3rd Floor, 14 South Molton Street, London, UK. The Company has use of the office space for internal, board and third party meetings and document storage. The rental charge for use of the premises by the Company is currently set at £500 per month for Bio-AMD Inc. (approximately $830) and £750 per month for Bio-AMD Holdings (approximately $1,240). Each payment provides only partial reimbursement of the lease and other direct occupancy costs incurred by the ARM Partnership.

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During the three month periods ended March 31, 2014 and 2013, we paid an aggregate of $39,291 and $36,888, respectively, to Thomas Barr, our Chief Executive Officer, for services provided to us by Mr. Barr in all capacities.

During the three month periods ended March 31, 2014 and 2013, we paid an aggregate of $25,517 and $23,957, respectively, to David Miller, our President and Secretary, for services provided to us by Mr. Miller in all capacities.

Note 4 - Commitments and Contingencies

Lease commitments

The Company has no long-term lease commitments. All leases are terminable with 2 – 3 months’ notice.

Rent expense was $12,747 and $10,000 for the three month periods ended March 31, 2014 and 2013, respectively.

Consulting agreements

The Company has entered into consulting agreements with outside contractors, certain of whom are also the Company’s stockholders and directors. The Agreements are generally for a term of one year or less from inception and renewable unless either the Company or Consultant terminates such agreement by written notice. The Company incurred $148,389 and $155,521 in consulting fees to these individuals for the three month periods ended March 31, 2014 and 2013, respectively. The Company incurred $3,284,606 in fees to these individuals for the period from March 10, 2006 (date of inception) through March 31, 2014.

Litigation

From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our Company or has a material interest adverse to us.

Note 5 - Segment Information

We currently operate in two segments, 1) the development of a technology designed to mitigate currency risk through our 99.81% owned subsidiary, WL as of March 31, 2014, and 2) the development of highly accurate, low cost, hand held, electronic medical diagnostic devices capable of reading third party assays through our 63% owned subsidiary, Bio-AMD Holdings as of March 31, 2014. Segment information for the three months ended March 31, 2014 and 2013 consists of the following:

Three months ended March 31, 2014:

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated

Revenue	$	-		$	-		$	-		$	-
Interest income		-			-			1,064			1,064
Other income		497			-			-			497
Segment net income (loss)		(29,321	)		(94,935	)		(191,517	)		(315,773	)
Segment total assets		24,471			349,249			1,439,841			1,813,561
Expenditures for segment assets		-			-			-			-

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Three months ended March 31, 2013:

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated

Revenue	$	-		$	-		$	-		$	-
Interest income		2			-			1,322			1,324
Other income		466			70,888			-			71,354
Segment net income (loss)		(43,312	)		(13,803	)		(188,479	)		(245,594	)
Segment total assets		183,120			297,020			2,133,524			2,613,664
Expenditures for segment assets		-			-			-			-

NOTE 6 – Subsequent Events

Management evaluated all activities of the Company through the issuance date of the Company’s interim unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosure into the interim unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Information

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the availability and pricing of additional capital to finance operations.

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We were incorporated in the State of Nevada under the name Malibu Minerals, Inc. on March 10, 2006, to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves. On July 6, 2007 we changed our name to Flex Fuels Energy, Inc. through a merger effected for that sole purpose. On April 15, 2011 we changed our name to Bio-AMD, Inc. through a merger effected for that sole purpose. During the fourth quarter of 2006, we acquired a 15% interest in Flex Fuels Energy Limited (“FFE Ltd.”). In May 2007 we completed the acquisition of the remaining 85% of FFE Ltd., making FFE Ltd. a wholly owned subsidiary of ours. FFE Ltd., a development stage company, was formed on November 26, 2006 under the laws of England and Wales to engage in the business of manufacturing and distributing oil seed rape (“OSR”) products. Effective September 5, 2009, we determined to abandon FFE Ltd.’s proposed oil seed business and related projects as we no longer considered the business to be economically viable on either a go alone or partnered basis. FFE Ltd was formally dissolved in February 2011 and the final winding down accounting transaction took place in May 2011.

The effect of reporting FFE Ltd. as a discontinued operation is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders’ funds, and to the investment made by us into our Bio AMD Holdings Limited and WOCU Limited subsidiaries, as described herein.

On May 1, 2009 we acquired stock of WDX Organisation Limited, a corporation incorporated under the laws of England and Wales representing a 51% interest in the company. WDX Organisation Limited changed its name to WOCU Limited (“WL”) effective January 29, 2013. Since May 1, 2009, we have acquired additional stock of WL and since July 12, 2012 we have owned 99.81% of WL making it a majority owned subsidiary of ours. WL is the developer of a technology designed to mitigate currency risk.

On February 25, 2010, we entered into a Subscription and Shareholders Agreement with Bio AMD Holdings Limited (“Bio-AMD”), a UK limited company, and the managers of Bio-AMD, under which business we acquired 63% of the fully diluted equity in Bio-AMD for £865,000 GBP (approximately $1,287,000 at the time of purchase). Bio-AMD is a technology company focused in the rapidly expanding medical diagnostic Point Of Care (“POC”) market. Bio-AMD currently has eight patent applications pending covering its three technology platforms. In January 2014, the Company provided additional working capital by way of a cash injection via an intercompany loan amounting to £150,000 (approximately $250,000) to Bio-AMD to further fund operations.

On December 24, 2011, we sold the mineral licenses and associated rights over the “Malibu Gold Property” which was originally acquired on March 27, 2006 to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves. The claims were sold for gross proceeds of 20,000 Canadian Dollars (approximately $20,000 at the time of payment), subject to a commission payable of 15% equivalent to 3,000 Canadian Dollars (approximately $3,025 at the time of payment).

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Business Overview

During the quarter ended March 31, 2014, we were engaged in the following sectors:

Ÿ	developing our POC medical diagnostic business; and

Ÿ	developing our currency risk mitigation business.

Operations - Bio-Alternative Medical Devices

The trend toward greater POC testing is driven by the faster diagnostic benefits it provides. Other reasons have also emerged for the high demand of POC testing, including clinical staff shortages, an ageing population, long-term healthcare cost savings and rural locations without conventional laboratory services. We believe that Bio-AMD is an innovator in the field of diagnostic technology development, with the attributes of its technology platform fitting well with these key trends.

Bio-AMD currently has eight patent applications pending covering its three technology platforms listed below.

•	A disposable micro-fluidic test strip which has been adapted to measure prothrombin time (PT)/INR through a POC blood coagulation monitoring device (“COAG”) enabling patient based, anticoagulant drug therapy monitoring;

•

A Digital Strip Reader (“DSR”) able to read a wide variety of lateral flow based immunoassay diagnostic test strips already in the POC market including, but not limited to, cardiac markers, infectious diseases, drugs of abuse and female wellbeing (pregnancy/ovulation testing) to provide semi-quantitative results; and

•

A disposable test strip combining micro-fluidics and ‘lab-on-chip’ technology providing fully quantitative measurement into a highly sensitive and accurate immunoassay platform that detects nanoparticles through magnetic manipulation using a novel magnetic and optical double detection technique – Magnetic Immunoassay Detection System (“MIDS”).

COAG

Bio-AMD’s micro-fluidic strip technology has been adapted for use in a POC hand-held device to detect prothrombin time (“PT”)/International Normalized Ratio (“INR”), or the coagulation of blood. In 2013, the POC coagulation market for PT/INR measurement was estimated to be worth approximately US$ 870 million globally and projected to grow to an estimated US$ 1.1 billion by 2017. Market growth is driven by the rising number of patients using anti-coagulation therapy, improved re-imbursement levels from health authorities following growing clinical evidence supporting the use of such testing, and strong patient demand for patient self-testing. The market is dominated by a small number of major players including Alere, Roche, Siemens and Philips who have either developed products internally or have acquired exclusive rights to license appropriate technologies from smaller companies. Patients with cardiac problems are often on life-long oral anticoagulation therapy, for example Warfarin. Frequent testing and careful monitoring of the PT/INR or blood coagulation, to regulate the doses of anticoagulation therapy, is a necessity. A patient taking too much anticoagulant is at risk of serious bleeding events and if too little is taken they may be at risk of thrombosis. Products currently in the market are often cited as being expensive and complicated to use.

Bio-AMD has established a design that allows for low cost manufacture of the disposable strip whilst ensuring scalability and repeatability. We have performed initial in-house bench tests at our laboratory, which, when compared against the current ‘best in market’ devices, produces comparable results which we believe validates the feasibility of our design.

In late 2013, we filed a patent application for a multi-chamber microfluidic strip design, incorporating a novel locking mechanism that allows for the control of fluid flow through the strip. In addition to being able to test for PT which requires the addition of one reagent in the immunoassay testing process, this enhanced strip design will enable other coagulation based tests to be made, but that require the use of several reagents in the immunoassay process e.g. Activated Partial Thromboplastin Time (“APTT”) a laboratory based test which is used to measure the activity of direct thrombin inhibitors.

We envisage using the new strip design as the basis for multiple coagulation based testing using the same hand held reader device to display the results e.g. a clinician testing for PT will use a specific PT strip and record the result from the reader; the clinician will then be able to test for APTT using a separate APTT strip but using the same reader device. Both strips are created from the same plastic components design but manufactured depending on the test, enabling reduced production costs.

Launching a product into the coagulation market that incorporates our COAG technology will require us to partner with a much larger, suitable business with the requisite capital resources and skills including distribution and sales channels, and ideally global marketing expertise in sectors such as hematology and immunochemistry; they may also possess potential in-house manufacturing capability.

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We have been in advanced and active discussions with a potential partner that fits well with our required profile since mid-2013. We anticipate entering into an agreement to undertake a detailed feasibility study allowing that potential partner to further assess our technology utilizing the newly designed multi-chamber strip to test using immunoassays requiring multiple reagents such as APTT. No formal agreement has yet been entered into, and there can be no assurance that a formal agreement will materialize and be concluded.

DSR

The DSR technology platform utilizes a patented proprietary method for reading and quantifying traditional chromatography based, nitro-cellulose, lateral-flow immunoassay tests, centered on what we believe to be a unique optical sensor arrangement. The DSR comprises a proprietary generic design incorporating sensors, diagnostics, display and power management capabilities. A key feature of the DSR technology is that its platform can be adapted and applied to numerous and disparate lateral flow diagnostic tests.

Bio-AMD has created designs for both single and multi-test versions of the DSR hand-held reader device, and laboratory based bench tests have been performed by us in our premises using third party lateral flow strips. The DSR device is designed to be fully disposable and can be powered by solar power cells, although traditional battery power sources can also be used. Our multi-test device utilizes a replaceable cap system in which a new test strip is fitted, thereby enabling the hand-held reader to be used multiple times for the same test. By way of example, existing over the counter (“OTC”) home fertility testing packs normally contain up to 20 separate identical tests; for this fertility application our device would require just one reader device with 20 caps, each cap containing the test strip, thereby reducing the number of component parts and manufacturing cost. Our own internal testing using a soft mould prototype of the device suggests that the design is sufficiently robust enough to be used numerous times in professional settings, such as clinician offices and laboratories.

We have determined that initially the DSR should be applied into the well-established OTC female wellbeing market including digital home pregnancy and fertility testing. The market was estimated to be worth approximately US$1.5 billion globally in 2012. The market for pregnancy testing is very competitive and dominated by a small number of large global brands e.g. Clearblue, Predictor and First Response. Pregnancy test kits (“PTK”) are sold as single or multiple tests, and are a mix of both digital and analogue results, the former being a “pregnant’ or “not pregnant” result shown clearly on an LCD display, the latter being the appearance of line if the test result is positive (an optical read out). More recently, digital PTK’s have evolved to include a conception point indicator to show the consumer approximately how many weeks pregnant they are. For providers of these tests, manufacturing costs and new features are key drivers to increasing margins on products and maintaining market share.

Our intention is to license the DSR technology to one or more suitable parties with at least European, and ideally global, marketing reach, either by way of retrofit into an existing product line or through newly created products, specifically aimed at the disposable female wellbeing market. We believe that entry into this market will help to validate the DSR technology in addition to creating either royalty or licensing revenues.

During the course of 2013 we undertook two extensive testing studies for a suitable third party. Due to the confidential nature of the work and the commercial sensitivities related to the third party we will refer to them throughout as “A Inc.”. The studies have enabled A Inc., to assess our technology for use in an OTC, disposable digital PTK. The testing involved the creation of a disposable handheld device incorporating our technology to read lateral flow analogue test strips supplied by A Inc., under strict protocols with testing undertaken both by us and A Inc. As at the date of filing this Quarterly Report, discussions with A Inc., are still ongoing and there can be no assurance of a successful conclusion or that a formal agreement will be ever be executed.

MIDS

Demand is increasing for POC tests that can detect low concentrations of a target analyte with an ability to quantify the result. Current lateral flow based immunoassays can detect analyte at high levels of concentration. However, at low concentration levels, the assay system requires amplification either of the signal or the target, which will typically increase the complexity and the costs of the testing device. Consequently, current POC tests remain largely unreliable for targets that require quantification.

We believe an opportunity exists which addresses these issues by creating an immunoassay platform technology capable of detecting biomarkers at the nanoparticle level and providing laboratory results in a POC setting, encompassing sample collection, pre-treatment, analyte specific reaction, signal production, signal reaction and final result: from sample to result in one step. Immunoassays for these types of tests rely on the detection of magnetic nanoparticles tagged with antibodies which adheres or binds to a molecule of interest.

The technology will incorporate what we believe to be a novel microfluidic strip design, magnetic nanoparticle manipulation and a double detection technique using bespoke ‘Hall Effect’ sensors and unique Bio-AMD optical sensor which, when combined, will increase significantly the sensitivity and accuracy of the result. We are not aware that this method is being used in products currently being offered in the market or in development.

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We plan to develop the immunoassay platform using the main cardiac biomarker, troponin I (cTnI) a critical marker for cardiac myocardial infarction, to initially develop the system design with the ultimate aim of commercializing a product for the multiple cardiac marker testing market currently estimated to be worth US $900 million globally increasing to US $1.4 billion by 2017. Additionally, we envisage the technology platform will be extended into new test areas e.g. infectious diseases and drugs of abuse; has potential to expand into a multifunctional device i.e. one analyzer using different strips for different tests; and can be introduced into high growth areas such as companion diagnostics (where POC devices are used to optimize the personalized dosage of a therapeutic drug).

We believe that the Bio-AMD MIDS technology has considerable potential to represent a next generation of POC testing. Our proposed method aims to bring together biology, chemistry, nano-fluidics, and electronics and, 'lab-on-chip' technology together into what we believe can be unique, economically viable products.

To date some very early stage work has been completed in conjunction with the Science, Technology and Facilities Council, one of Europe’s largest independent scientific research public body organizations in-part funded by the UK Government. This work has centered on the feasibility of our design and has proved successful. In April 2011 we made our initial patent application for the technology and in October 2012 we entered into the national phase stage making applications in Europe, US, India and China. We plan to undertake a more detailed feasibility study during the remainder of 2014 the objective of which is to have a prototype strip design and initial positive test results.

Bio-AMD’s current business model aims to commercialize its pipeline of technologies into diagnostic testing devices with preferred partners. Target partners are those who we believe our technology will fit strategically within their existing portfolio either as a complement to a product line, a replacement or a new product initiative. The partner will have the requisite resource including sales and marketing, brand strength, distribution channels and balance sheet strength to take a product to market in tandem with us.

Bio-AMD expects that its revenue model will include revenue sharing or royalty payments, licensing sales, and milestone awards from development partners, dependent on the terms of the commercial agreement entered into. Our plan for the fiscal year ending 2014 is to continue in our attempts to secure commercial agreements for the DSR and COAG technologies. This will significantly enhance our public exposure, help to validate the commerciality of our technology platforms and generate revenues from licensing sales and/or royalties.

Our growth plan is flexible and maintains the potential to enter into manufacturing arrangements for specific products into target areas, for example fast growing segments of the POC market such as cardiac markers, infectious diseases and drugs of abuse. However, we will only contemplate such moves where it makes economic sense to do so and where we believe significant value can be added to our business. In addition, the further work required on our MIDS platform will require additional capital if we decide to commence work on a full development project. Currently we are constrained from such activity by our limited working capital, expertise and resources, and it is unlikely that royalty and licensing revenues, if they materialize, will be sufficient to fund these growth plans. Any decision to undertake any significant development work in new testing areas of the POC market, enter into manufacturing or to further our work on the MIDS will require us to raise capital to fund those plans.

As at March 31, 2014 there were no commercial agreements in place, and no revenues had been generated by Bio-AMD.

Operations - WL - Currency Risk Mitigating Business

WL is the creator of a proprietary algorithm that produces a global currency derivative quotation known as the WOCU®. The WOCU can be applied to financial products provided by third parties such as index structure products, exchange traded funds or derivate contracts, with a view to mitigating any currency risk inherent within those products. The WOCU algorithm was completed in June 2009, with further work including back-testing using historical foreign exchange data, to prove the attributes of the WOCU design, taking place throughout 2010 until the WOCU’s launch late that year. Since that time, the WL management team has sought to achieve licensing deals with a variety of financial institutions that are seeking to create financial products denominated in WOCU.

The WOCU is expected to have application to:

Ÿ	Multinational corporate treasury operations;

Ÿ	Reference pricing for general global trade;

Ÿ	Reference pricing for currency fixing, including virtual, online currencies;

Ÿ	Commodity pricing and trade;

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Ÿ	Currency balanced savings accounts;

Ÿ	Fund management, including Exchange Traded Funds;

Ÿ	FX and derivative trading and speculation;

Ÿ	Global index calculations; and

Ÿ	Reserve ratio applications (similar to the IMF’s Special Drawing Right or SDR).

The WOCU’s apolitical, bank-independent, transparent, instant availability and universal nature are believed to be key differentiator compared to alternative methods of hedging against currency risk.

As part of the restructuring initiative in September 2011, WL has established relationships with a number of individuals and organizations authorized to serve as introducing agents (“IAs”) to the WL business, charged with identifying suitable prospects that fit the WL target profile. These IAs are remunerated purely on a contingent basis linked only to successful results and each IA generally carries its own expenses. The exact terms of any IA arrangement is agreed between WL and the IA on a case by case basis. IAs are chosen based on their experience and knowledge of the financial markets and have a deep contact network. To date five such IAs have been appointed.

In January 2013, the Company provided a further £120,000 (approximately $182,000) cash injection into WL to fund its anticipated operations for a further 12 months based on the prospective pipeline of opportunities that had been generated through its network of introducing agents and its own activity.

WL has not achieved any operating revenues to date and does not expect to achieve operating revenues until such time, if ever, that the WOCU is successfully marketed.

Results of Operations

Losses from Continuing Operations

We incurred losses from continuing operations of $315,773 for the three month period ended March 31, 2014 compared to losses from continuing operations of $245,594 for the three month period ended March 31, 2013.

The main components of the recorded operating loss from continuing operations during the three month period ended March 31, 2014 compared to losses from continuing operations during the three month period ended March 31, 2013 and for the period from March 10, 2006 (date of inception) through March 31, 2014 were as follows:

		Three months ended March 31,				For the Period from March 10, 2006 (date of inception) through March 31,
	Note	2014		2013		2014
Consulting expenses	1	$	148,389	$	155,521	$	3,284,606
Payroll and administrative expenses	2	$	56,485	$	53,030	$	2,679,004
Legal Fees	3	$	1,146	$	12,565	$	4,127,567
Professional Fees	4	$	70,156	$	43,127	$	1,399,704
Rent, office related, telecoms and miscellaneous	5	$	26,049	$	25,573	$	801,449

(1) Consulting expenses reduced by $7,132 to $148,389 for the three month period ended March 31, 2014, compared to $155,521 for the three month period ended March 31, 2013. Consulting expenses includes consultants engaged with the management and administration of the Company utilized in the course of our operations and those of our subsidiaries. The decrease was primarily due to a reduction in consultancy fees paid to a director of WOCU Ltd.

(2) Payroll and administrative expenses increased by $3,455 from $53,030 for the three month period ended March 31, 2013 to $56,485 for the three month period ended March 31, 2014. The increase was primarily due to exchange rate fluctuations as a result of the payments being made in GBP and the translation to USD on a quarterly basis.

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(3) Legal fees reduced by $11,419 from $12,565 for the three month period ended March 31, 2013 to $1,146 for the three month period ended March 31, 2014. The reduction was primarily due to an ongoing cost saving initiative in this area.

(4) Professional fees, comprised primarily of audit and financial compliance related costs, increased by $27,029 from $43,127 for the three month period ended March 31, 2013 to $70,156 for the three month period ended March 31, 2014. The increase was primarily due to timing of invoices at the beginning and end of the financial years.

(5) Rent, Office related, Telecoms and Travel expense was $26,049 for the three month period ended March 31, 2014 compared to $25,573 for the three month period ended March 31, 2013. The increase of $476 for the three month period ended March 2014 can be mainly attributed to a change in premises utilized by BioAMD.

We incurred a loss from continuing operations of $10,174,086 for the period from March 10, 2006 (date of inception) through March 31, 2014.

Gain/Losses from Discontinued Operations

There were no accounting transactions within discontinued operations for either of the three month periods ended March 31, 2014 or 2013.

There was no change in gain/loss from discontinued operations for the three month period ended March 31, 2014 primarily due to the discontinued operations having been dissolved during the year ended December 31, 2011. This will have no further impact on the financial statements of Bio-AMD, Inc.

We incurred a loss from discontinued operations of $30,541,871 or $0.57 per share, for the period from March 10, 2006 (date of inception) through March 31, 2014 primarily due to the loss on disposal/ abandonment of FFE Ltd., as discontinued operations, which amounted to $27,355,428 (which comprised of loss on disposal/abandonment of a) assets of $565,714, b) transaction costs incurred in connection with acquisition of FFE Ltd. of $22,897,587, c) an impairment loss on capitalized plant under construction of $458,730 and d) removal of the accumulated foreign currency translation adjustment of $3,433,397 related to FFE Ltd. as a result of the discontinuance and the final winding down or liquidation of investment in FFE Ltd.).

Revenues

We have not generated any revenues from operations for the period from March 10, 2006 (date of inception) through March 31, 2014.

Other Income

We recorded other income during the three month period ended March 31, 2014 of $1,561 as compared to $72,678 for the three month period ended March 31, 2013. During the three month period ended March 31, 2013, a UK tax credit rebate was granted to our subsidiary BioAMD Ltd amounting to £45,637 (approximately $71,000) in consideration for a retrospective application for the partial surrender of operating tax losses in the financial year ended December 31, 2011. The balance relates to interest income of approximately $1,700. We intend to make further similar applications for subsequent tax years to maximize cash flow into BioAMD Ltd. The value recorded for the three month period ended March 31, 2014 relates solely to interest income.

Net Losses

We incurred a net loss in the amount of $315,773 or $0.01 per share for the three month period ended March 31, 2014, as compared to a net loss of $245,594 or $0.01 per share for the three month period ended March 31, 2013, for the reasons discussed above. We incurred a net loss in the amount of $40,715,957 or $0.17 per share from March 10, 2006 (date of inception) through March 31, 2014.

Liquidity and Capital Resources

We have limited cash reserves and may need substantial amounts of capital to implement our planned business strategies. Given the currently unsettled state of the capital markets and credit markets, there is no assurance that we will be able to raise the amount of capital that we may seek to support our working capital requirements or for further investment in current and future operations. If we are unable to raise the necessary capital at the times we require such funding, we may have to materially change our business plan, delaying implementation of aspects of our business plan or curtailing or abandoning our business plan. Investing in us is a speculative investment and investors may lose all of their investment.

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Since our inception, we have been financed primarily by private placements. We raised $10,000 for shares issued to founders in 2006, $1,635,000 on December 29, 2006 (net of legal fees of $20,000), $13,391,879 on May 29, 2007 (net of legal fees of $1,492,000), and $3,940,189 on July 29, 2007 (net of legal fees of $444,654) by way of three separate private placements of shares of common stock. At March 31, 2014, we had cash and cash equivalents of $1,701,892; other current assets of $17,780 consisting of value added tax and other receivables and prepaid expenses, and current liabilities of $110,240, consisting of accounts payable, accrued expenses, and taxation and social security. We attribute our net loss to having no operating revenues to sustain our operating costs as we are a development stage company.

Continuing Operations:

Net Cash Used in Operating Activities

Net cash used in operating activities of continuing operations was $235,504 for the three months ended March 31, 2014, as compared to $273,189 for the three months ended March 31, 2013. The decrease is primarily attributable to our net loss from continuing operations of $315,773 and the net change in the balances of operating assets and liabilities in the aggregate amount of $80,269. During the period from March 10, 2006 (date of inception) through March 31, 2014, we used net cash in operating activities of continuing operations of $8,892,331, which was primarily attributable to our net loss from continuing operations of $10,174,086, net with depreciation of $10,045, impairment loss of $52,055, common shares issued or acquired in lieu of payments for services and stock based compensation of $1,084,866, and the net change in the balances of operating assets and liabilities in the aggregate amount of $134,789.

Net Cash Used in Investing Activities

We did not use net cash for investing activities during either of the three month periods ended March 31, 2014 or 2013.

Net Cash Provided by Financing Activities

We did not raise any funds through financing activities of continuing operations during the three month periods ended March 31, 2014 and 2013. During the period from March 10, 2006 (date of inception) through March 31, 2014, we received net cash provided by financing activities of continuing operations of $18,783,571 ($18,977,068 received from private placements and net of $131,025 and $62,923 used to repurchase our common stock from certain shareholders in September 2009 and October 2009, respectively; and $451 in proceeds from the sale of non-controlling interest during the third quarter of 2010).

Discontinued Operations:

We have reclassified FFE Ltd. as discontinued operations for all periods presented in the accompanying unaudited condensed consolidated financial statements and throughout this quarterly report to provide readers the information necessary to an understanding of our consolidated financial condition, changes in financial condition and results of operations. Accordingly, we have reclassified the cash flows from discontinued operations for cash provided by (used in) operating, investing and financing activities of discontinued operations. We used net cash in discontinued operations of $8,889,146 during the period from March 10, 2006 (date of inception) through March 31, 2014.

General

We will only commit to capital expenditures for any of our planned projects if we have adequate capital or as and when adequate capital or new lines of finance are made available to us. There is no assurance that we will be able to obtain any financing or enter into any form of credit arrangement. Although we may be offered such financing, the terms may not be acceptable to us. If we are not able to secure financing or it is offered on unacceptable terms, then our business plan may have to be modified or curtailed or certain aspects terminated. There is no assurance that even with financing, we will be able to achieve our goals.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, our ability to continue as a going concern will be dependent upon our ability to generate sufficient cash flow from our planned operations to meet our obligations on a timely basis, to obtain additional financing, and ultimately attain profitability. Also our ability to continue as a going concern will be determined by our ability to obtain additional funding or commence our planned business to generate sufficient revenue to cover our operating expenses. We currently have no sources of financing available and we do not expect to earn any revenues in the near term. Additionally, the Company has negative cash flows from continuing operations since its date of inception of $8,892,331 and has an accumulated deficit of $39,791,318 at March 31, 2014. These factors raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from our inability to continue as a going concern.

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Critical Accounting Policies and Estimates

Significant Accounting Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our unaudited condensed consolidated results of operations, financial position or liquidity for the periods presented in this report.

General

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.

Development Stage Company

The Company is considered to be a development stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915.

Going Concern

The unaudited condensed consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the unaudited condensed consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Bio-AMD, Inc. and Flex Fuels Energy Limited (“FFE Ltd”), a wholly owned subsidiary including the FFE Ltd. subsidiaries (consisting of four inactive companies), WOCU Limited, (a 99.81% owned subsidiary as of March 31, 2014) and Bio-AMD Holdings Limited (a 63% owned subsidiary as of March 31, 2014). All significant intercompany transactions and balances have been eliminated in consolidation. The 0.19% third party ownership of WOCU Limited, and the 37% third party ownership of Bio-AMD Holdings Limited (both as at March 31, 2014) are recorded as non-controlling interests in the unaudited condensed consolidated financial statements.

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Revenue Recognition

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Foreign Currency Translation

The Company’s reporting and functional currency is US Dollars. The accounts of the Company’s wholly-owned subsidiary, FFE Ltd, of its 99.81% owned subsidiary, WOCU Limited and of its 63% owned subsidiary, Bio AMD Holdings Limited, are maintained using the local currency (Great British Pound) as the functional currency. All assets and liabilities are translated into US Dollars at balance sheet date, equity is translated at historical rate and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Non-controlling Interest

The 0.19% third party ownership of WL and 37% third party ownership of Bio-AMD at March 31, 2014 and 2013 are recorded as non-controlling interests in the consolidated financial statements. Details of changes in the non-controlling interests are reflected in the unaudited condensed consolidated statement of equity.

Recent accounting pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Inflation

We believe that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2014 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, management concluded that as of March 31, 2014 our disclosure controls and procedures were effective.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the fiscal quarter ended March 31, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We issued no equity securities during the quarter ended March 31, 2014.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIO-AMD, INC.

May 12, 2014 By: /s/ Thomas Barr

Thomas Barr, Chief Executive Officer

BIO-AMD, INC.

May 12, 2014 By: /s/ Robert Galvin

Robert Galvin, Chief Financial Officer

Attached files

Bio-AMD Inc. Reports

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