Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
Quarterly Period Ended: September 30, 2016
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
Transition Period From ________ to_________
Commission
File No. 000-27421
NMI HEALTH, INC.
(Exact
Name of Small Business Issuer as Specified in its
Charter)
NEVADA
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87-0561647
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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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50 West Liberty Street, Suite 880, Reno, NV
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89501
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(Address
of principal executive offices)
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(Zip
code)
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Issuer's
telephone number, including area code: (914) 760-7857
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. (1) Yes ☐ No ☑ (2) Yes
☑ 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 ☑ 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 ☐ Accelerated
filer
☐ Non-accelerated
filer ☐ 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
☑
State
the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
At
December 5, 2016, there were outstanding 43,768,346 shares of the
Registrant's Common Stock, $.001 par value.
PART
I
FINANCIAL
INFORMATION
Table
of Contents
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Page
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Part I
Financial Information
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Item 1.
Financial Statements
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Consolidated
Balance Sheets (Unaudited) as of September 30, 2016 and December
31, 2015
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3
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Consolidated
Statements of Operations (Unaudited) for the three and nine months
ended September 30, 2016 and 2015
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4
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Consolidated
Statements of Cash Flows (Unaudited) for the nine months ended
September 30, 2016 and 2015
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5
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Notes
to the Consolidated Financial Statements (Unaudited)
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6
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Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
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10
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Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
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13
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Item 4.
Controls and Procedures
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13
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Part II
Other Information
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13
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Item 1.
Legal Proceedings
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13
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Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
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13
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Item 3.
Defaults by the Company on its Senior Securities
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14
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Item 4.
Mine Safety Disclosures
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14
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Item 5.
Other Information
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14
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Item 6.
Exhibits
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14
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Signatures
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15
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2
NMI HEALTH, INC.
Consolidated Balance Sheets
(Unaudited)
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September
30,
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December
31,
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2016
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2015
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ASSETS
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CURRENT
ASSETS
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Cash
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$443
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$-
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Accounts
receivable
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15,224
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-
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Other
receivable
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7,553
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7,553
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Prepaid expenses
and other assets
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5,000
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-
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Inventory,
net
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171,974
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9,650
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Total current
assets
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200,194
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17,203
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FIXED
ASSETS
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Equipment
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933
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933
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Accumulated
depreciation
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(591)
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(451)
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Net fixed
assets
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342
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482
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OTHER
ASSETS
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Intrinsic
contract value, net of amortization
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174,671
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-
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Other
assets
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535
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-
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Goodwill
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1,748
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-
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Total other
assets
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176,954
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-
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Total
assets
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$377,490
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$17,685
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LIABILITIES AND
STOCKHOLDERS' DEFICIT
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CURRENT
LIABILITIES
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Customer
advances
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$9,000
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$9,000
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Accounts
payable
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175,717
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213,703
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Accounts payable
– related party
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-
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46,926
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Advances from
related party
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159,763
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15,400
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Accrued
expenses
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195,193
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488,201
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Notes
payable
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188,349
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687,558
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Total current
liabilities
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728,022
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1,460,788
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LONG TERM
LIABILITIES
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Note
payable
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-
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5,000
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Note payable -
related party
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310,830
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-
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Total long
term liabilities
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310,830
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5,000
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Total
liabilities
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1,038,852
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1,465,788
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STOCKHOLDERS'
DEFICIT
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Common stock, $.001
par value, 100,000,000 shares authorized; 43,768,346 and
23,569,118 shares
outstanding, respectively
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43,768
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23,569
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Additional paid-in
capital
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25,274,689
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24,101,050
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Accumulated
deficit
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(25,979,819)
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(25,572,722)
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Total
stockholders’ deficit
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(661,362)
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(1,448,103)
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Total
liabilities and stockholders’ deficit
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$377,490
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$17,685
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The
accompanying notes are an integral part of these unaudited
financial statements.
3
NMI HEALTH, INC.
Consolidated Statements of Operations
(Unaudited)
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For the Three
Months Ended
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For the Nine
Months Ended
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September
30,
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September
30,
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2016
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2015
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2016
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2015
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NET
SALES
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$18,812
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$-
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$37,439
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$51,545
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COSTS AND
EXPENSES
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Cost of
sales
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18,763
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1,355
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30,747
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53,075
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Research
and development
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(576)
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-
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33,999
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-
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Selling,
general and administrative
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232,227
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217,397
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602,116
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1,090,591
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250,414
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218,752
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666,862
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1,143,666
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LOSS FROM
OPERATIONS
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(231,602)
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(218,752)
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(629,423)
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(1,092,121)
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OTHER INCOME
(EXPENSE)
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Gain on
settlement of note payable and other
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-
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1,623
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236,178
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14,498
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Interest
expense
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(4,729)
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(13,917)
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(13,852)
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(19,705)
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Total other
income (expense)
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(4,729)
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(12,294)
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222,326
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(5,207)
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NET
LOSS
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$(236,331)
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$(231,046)
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$(407,097)
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$(1,097,328)
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BASIC AND DILUTED
LOSS PER SHARE
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$(0.01)
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$(0.01)
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$(0.01)
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$(0.05)
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WEIGHTED-AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING
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43,768,346
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23,569,118
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36,617,524
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23,143,848
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The
accompanying notes are an integral part of these unaudited
financial statements.
4
NMI HEALTH, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2016 and September 30,
2015
(Unaudited)
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2016
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2015
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CASH FLOWS FROM
OPERATING ACTIVITIES:
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Net
loss
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$(407,097)
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$(1,097,328)
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Adjustments to
reconcile net loss to net cash used in operating
activities:
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Depreciation and
amortization
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22,404
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140
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Common stock issued
for company expenses incurred
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170,825
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617,178
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Gain on settlement
of vendor liabilities and notes payable
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(257,775)
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(14,498)
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Changes in
operating assets and liabilities:
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Accounts
receivable
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(15,224)
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-
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Prepaid expenses
and other
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(5,000)
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-
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Inventory
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(162,323)
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(9,650)
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Accounts
payable
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(8,889)
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22,790
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Accounts payable
– related party
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(21,277)
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41,527
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Accrued
expenses
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141,594
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377,252
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Net cash used in
operating activities
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(542,762)
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(62,589)
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CASH FLOWS FROM
FINANCING ACTIVITIES:
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Proceeds from the
issuance of common shares
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400,000
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21,000
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Proceeds from
advances of related parties
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161,042
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33,400
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Proceeds from the
issuance of long-term note payable
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-
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5,000
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Proceeds from the
issuance of long-term note payable - related
party
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310,830
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-
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Repayments of
short-term note payable
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(328,667)
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-
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Net cash provided
by financing activities
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543,205
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59,400
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NET INCREASE
(DECREASE) IN CASH
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443
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(3,189)
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CASH AT BEGINNING
OF PERIOD
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-
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3,189
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CASH AT END OF
PERIOD
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$443
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$-
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
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Cash paid for
interest
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$-
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$-
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Cash paid for
income taxes
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$-
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$-
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NON-CASH INVESTING
AND FINANCING ACTIVITIES
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Common stock issued
for business acquisition
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$208,333
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$-
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Common stock issued
for settlement of related party debt
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$42,327
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$18,000
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Common stock issued
for settlement of notes payable and accrued
liabilities
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$372,452
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$63,462
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The
accompanying notes are an integral part of these unaudited
financial statements.
5
NMI
HEALTH, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2016
NOTE 1 - BASIS OF PRESENTATION
The
financial information included herein is unaudited and has been
prepared consistent with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 8, Rule 8.03 of Regulation S-K. Accordingly, these
financial statements do not include all information required by
generally accepted accounting principles for annual financial
statements. These statements should be read in conjunction with the
audited financial statements and notes thereto included in the
Company's Form 10 filed November 22, 2016 for the year ended
December 31, 2015, from which the balance sheet information as of
that date is derived. These interim financial statements contain
all adjustments necessary in the opinion of management for a fair
statement of results for the interim periods
presented.
Intangibles
The
Company amortizes intangible assets over their estimated useful
lives. Such intangible assets were recognized in the purchase of
Sterling Sports LLC to accommodate the underlying value of future
cash flows to be generated from a contract established with a major
fabric manufacturer.
Impairment of Long-Lived Assets
The
Company reviews and evaluates long-lived assets for impairment when
events or changes in circumstances indicate the related carrying
amounts may not be recoverable. An impairment loss is recognized
when estimated future cash flows expected to result from the use of
the asset and its eventual disposition is less than its carrying
amount. When impairment is identified, the carrying amount of the
asset is reduced to its estimated fair value. Assets to be disposed
of are recorded at the lower of net book value or fair market value
less cost to sell at the date management commits to a plan of
disposal. There were no impairments to long-lived assets during
2016 or 2015.
Goodwill
Goodwill
is carried at cost and is not amortized. The Company tests goodwill
for impairment on an annual basis at the end of each fiscal year,
relying on a number of factors including operating results,
business plans, economic projections, anticipated future cash
flows, and marketplace date. Company management uses its judgment
in assessing whether goodwill has become impaired between annual
impairment tests according to specifications set forth in ASC
350.
The
results of operations for the nine months ended September 30, 2016
are not necessarily indicative of the results to be expected for
the full year.
Reclassifications
Certain
minor reclassifications in prior period amounts have been made to
conform to the current period presentation.
NOTE 2 – GOING CONCERN
The
Company’s financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates
the realization of assets and liquidation of liabilities in the
normal course of business. However, in addition to a working
capital deficiency at September 30, 2016, the Company has incurred
negative cash flow from operations and losses which have
substantially increased its operating deficit at September 30,
2016. These factors raise substantial doubt about the
Company’s ability to continue as a going
concern.
6
NMI HEALTH, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2016
NOTE 2 – GOING CONCERN (CONTINUED)
The
Company’s ability to continue as a going concern will be
dependent upon economic developments and the success of
management's plans as set forth below, which cannot be assured. The
accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might
result from the outcome of this uncertainty. Management
and board members are continuing to discuss other alternative
financing options, but no definitive proposals or agreements have
been reached.
The
foregoing notwithstanding, management does not believe the Company
currently has sufficient capital to sustain its planned business
activities for the next twelve months following the issuance of
these financial statements. Accordingly, while management has
historically been successful generating sufficient funds to sustain
operations, there is no assurance that they will continue to do so.
Therefore, the Company may seek additional capital to sustain its
operations, either through equity or loans, possibly unsecured,
until such time as its operations are
self-sustaining. These funds will be required to
continue the Company’s efforts to generate sales of its
products and to provide sufficient working capital to meet the
expected sales demand.
NOTE 3 –SIGNIFICANT TRANSACTIONS
In
February 2016, the Company settled with Applied Nanoscience, Inc.
for $393,000 with an intial payment of $200,000 and quarterly
installements of $64,333 beginning May 1, 2016. The May 1, 2016 and
August 1, 2016 payments have already been made. During the nine
months ended September 30, 2016, $328,667 has been paid under terms
of the agreement. See Note 5 - Subsequent Events for terms of the
last payment of $64,333.
A lawsuit against the Company maintained by a former employee (See
Note 6 – Litigation in the Audited Financial Statements of December
2015 included elsewhere in the Form 10 filed November 22, 2016) was
settled in February 2016 for $40,000 in fair value for which a loss
on the settlement of the notes payable of $2,500 was
recognized.
In
addition, the Company generated $21,597 in gains from settlement
with certain vendors which is classified under the caption, general
and administrative expenses in the statements of
operations.
An
individual investor acquired 6,000,000 common shares in a private
placement during February 2016 for $250,000 in cash proceeds and in
March 2016 the same shareholder acquired 3,000,000 common shares
for $150,000 in cash proceeds. The shareholder became a related
party by virtue of owning greater than 10% of the Company's stock
after his February stock purchase.
In
March 2016, the Company acquired Sterling Sports LLC in a non-cash
transaction for 5,000,000 common shares of NMI Health, Inc. The
fair value of the common shares was determined to be $208,333 and
this purchase price was provisionally allocated to the fair value
of the contract that Sterling Sports LLC maintains with a major
fabric manufacturer of $196,902, inventory and other assets with a
fair value of $32,552 and accounts payable and other liabilities of
$22,869. The balance of the purchase price was allocated to
goodwill, $1,748. The contract provides a royalty fee be paid by a
certain towel company. The future royalty profits from their sales,
net of estimated expenses, has been projected under the terms of
the contract and the derivative value from this stream of net
profits is calculated at $196,902. The contract value is being
amortized over the remaining life of the contract on a
straight-line basis.
During
the nine months ended September 30, 2016, the Company received
unsecured cash advances from a significant shareholder of $310,830
which the Company agreed to convert to a three year note with an
annual interest rate of 6% effective May 24, 2016. During the same
period, the same shareholder provided unsecured advances to the
Company in the amount of $142,463. Additionally, a director has
advanced the company $17,300 as of September 30,
2016.
7
NMI HEALTH, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2016
NOTE 3 – SIGNIFICANT TRANSACTIONS
(CONTINUED)
Also in
April 2016, the Company issued 5,675,961 restricted common shares
to settle accounts payable and accrued liabilities of $372,452 at
December 31, 2015, largely accrued payroll. In addition, a related
party advance and accounts payable to related parties totaling
$42,327 at December 31, 2015 were settled with 423,267 restricted
common shares.
Finally
in April 2016, 100,000 restricted common shares were issued to
settle a 2016 expense at a fair value of $5,000.
Unaudited
pro forma results of operations data for nine months ended
September 30, 2016 are shown below as if the Company and Sterling
Sports LLC had been combined on January 1, 2016. Sterling Sports
LLC was formed on October 5, 2015. Therefore no pro forma results
of operations are presented for the nine months ended September 30,
2015. The pro forma results include estimates and assumptions which
management believes are reasonable. However, pro forma results do
not include any anticipated cost savings or other effects of the
planned integration of these entities, and are not necessarily
indicative of the results that would have occurred if the business
combinations had been in effect on the date indicated, or which may
result in the future.
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For the nine
months Ended September 30,
2016
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Sales
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$37,439
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Cost of goods sold
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(30,747)
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GROSS
PROFIT
|
6,692
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OPERATING EXPENSES
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Research and development
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33,999
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General and administrative
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612,570
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Total
operating expenses
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646,569
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OTHER INCOME
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222,326
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NET LOSS
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$(417,551)
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NOTE 4 – CONTINGENCIES
On
March 5, 2012, the Company received a complaint from a certain
attorney seeking collection of his invoices, plus interest and
litigation expenses of $167,167. The Company does not believe the
claim has any merit. The claim, Case No. 110907934 DC, was filed in
the Second District Court of Weber County in the State of Utah. The
Company has already recognized $15,763 as a liability at September
30, 2016. The Discovery process has been completed. Our summary
dismissal motion was granted on May 5, 2016 to dismiss all charges
dated four years prior to his Complaint date. As a result, the
remaining Complaint amount would be the $15,763 which is already
accrued. Nevertheless, the case is ongoing.
8
NOTE 5 – SUBSEQUENT EVENTS
Subsequent
to September 30, 2016, the Company agreed with Applied Nanoscience
(Applied) to extend the remaining $64,333 payment, originally due
November 2016, into four monthly instalments beginning November 22,
2016 of $10,000 (which has already been made), $20,000 in December
2016, $21,000 in January 2017, and a final payment of $23,000 in
February, 2017. This note is collateralized with 4,000 lbs. of
silver thread valued at $50,000 which may be sold provided the
proceeds are remitted to Applied.
9
ITEM
2
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Cautionary Statement Regarding Forward-looking
Statements
This
report may contain "forward-looking"
statements. Examples of forward-looking statements
include, but are not limited to: (a) projections of revenues,
capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and
objectives of our management or Board of Directors; (c) statements
of our future economic performance; (d) statements of assumptions
underlying other statements and statements about us and our
business relating to the future; and (e) any statements using the
words "anticipate," "expect," "may," "project," "intend" or similar
expressions.
Overview
We are
an international supplier of antimicrobial textile products for
healthcare, hospitality, consumer and organized sports markets. We
have evolved from a specialty filter products company that
developed a state-of-the-art air filtration technology for removing
infectious bacteria and viruses in air flow systems into a
marketing company providing innovative infection prevention textile
products. Such products now include a proprietary line of
antimicrobial hospital fabrics and textiles designed to inhibit the
growth of virus, fungi and bacteria which can cause healthcare
associated infections (HAI’s). By using consumer behaviors to
validate designs and applications, we infuse integrity into our
array of products. Our textile products incorporate antimicrobial
properties licensed from Noble Biomaterials, Inc. using their
X-Static® Silver antimicrobial technology. This technology
provides antimicrobial, anti-static, environmentally friendly,
thermo-regulating and anti-odor properties that are highly
desirable in the healthcare, hospitality and sports industries. We
are now devoting most of our resources towards expanding and
promoting these lines of antimicrobial textiles in the healthcare,
hospitality and sports industries. Our textile products maintain a
very high degree of antimicrobial efficacy after frequent washes
according to testing conducted by third party laboratories.
Antimicrobial efficacy for our products means the ability of the
fabric to inhibit the growth of microorganisms.
Since
its inception, we have been involved in the development of
technologically advanced products. Through September 30,
2016, revenues have not been adequate to cover operating expenses
and thus, we have reported a loss in each of its years of
existence. Through September 30, 2016, we have funded
ourselves by way of a series of private equity placements and this
has largely offset its accumulated deficit in this
manner.
10
Results of Operations for the Three Months Ended September 30, 2016
compared with 2015
Revenues: During the three months ended
September 30, 2016, revenues of approximately $19,000 were
generated from textiles, largely from towels. During the three
months ended September 30, 2015, there were no revenues. The
results in 2016 have been largely affected by the economic downturn
in the retail industry through which our towel products are
promoted.
Cost of Sales: Cost of sales as a
percentage of sales approximated 100% for the three months ended
September 30, 2016 compared with no cost of sales in the similar
period of 2015. This low margin in the last three months is
attributable to a higher than normal mix of “seconds”
in the sale of towels.
Operating Expenses: During the three
months ended September 30, 2016 the Company’s general and
administrative expenses increased by approximately $15,000 or 7%,
compared to the three months ended September 30, 2015, primarily
due to a significant increase in product samples ($29,000), higher
audit expenses ($11,000) and travel expenses ($6,000) offset, in
part with lower salaries and director fees ($30,000). The
significant components of our operating expenses include salaries
and wages, audit and legal fees, product and liability insurance
and travel.
Research and development: Research and
development (R&D) expenditures declined approximately $600 due
to a rebate during the three months ended September 30, 2016. Since
early 2016 we expect that R & D will become less meaningful
going forward as management devotes its limited resources to the
products that it has recently developed through third-party
sources. If resources are available in the future, we intend to
bring additional products to market, assuming those products are
considered viable at the time the resources are available. The
typical components of our research and development costs ordinarily
include prototype development and materials, governmental filings
and laboratory testing.
Results of Operations for the Nine Months Ended September 30, 2016
compared with 2015
Revenues: During the nine months ended
September 30, 2016, revenues of approximately $37,000 were solely
derived from textile products, largely towels. During the nine
months ended September 30, 2015, revenues of approximately $52,000
similarly reflect sale of textiles Sales declined largely due to
lack of capital funding during July 2015 through April
2016.
Cost of Sales: The cost of sales
percentage to sales of 82% during the nine months ended September
30, 2016 declined from the 103% for the nine months ended September
30, 2015, largely due to higher margin products sold during the
latest nine-month period.
Operating Expenses: During the nine
months ended September 30, 2016, we reduced general and
administrative expenses by approximately $488,000 or approximately
45% compared to the nine months ended September 30, 2015, primarily
attributable to reduced salaries ($583,000) and lower marketing
related expenses ($30,000) offset, in part, by higher audit fees
($27,000), higher travel expenses ($23,000), higher R & D
expenses ($34,000) and higher litigation expenses
($33,000).
Research and development: Research and
development (R&D) expenditures increased in early 2016 by
approximately $34,000 over the similar period in 2015, largely in
an effort to capture the towel market. Such expenditures are
anticipated to become less meaningful during the remainder of 2016
and 2017 as management devotes its limited resources to the
products that it has recently developed through third-party
sources. The typical components of our research and development
costs ordinarily include prototype development and materials,
governmental filings and laboratory testing.
11
Liquidity and Capital Resources
We have
not been able to generate sufficient net cash inflows from
operations to sustain its business efforts and accommodate its
growth plans. During the nine months ended September 30, 2016, we
received $400,000 in cash proceeds from a private placement,
$310,830 in a loan at 6%, payable in three years and cash advances
of approximately $161,000 from two significant shareholders with no
specific repayment terms.
We
do not believe, however, that it currently has sufficient capital
to sustain its business efforts for the next twelve months. We
will need to raise additional capital in the near future to sustain
operations.
Accordingly,
for these and other reasons, there is significant uncertainty
regarding our future, and the Company’s auditors expressed
substantial doubt as to our ability to continue as a going concern
in their report on the Company’s 2015 audited financial
statements. We may seek capital through equity or loans until such
time as its operations are self-sustaining. These funds
will be required to continue our efforts to generate sales of its
products and to provide sufficient working capital to meet the
expected sales demand.
Impact of Inflation
At this
time, we do not anticipate that inflation will have a material
impact on its current or future operations.
Critical Accounting Policies and Estimates
Except
with regard to the estimated useful lives of patents and acquired
technology, the net realizable value of our inventory due to
shelf-life issues and design, the allowance for bad debts on
accounts receivable, and the effective provision of a 100% deferred
income tax asset valuation allowance, We does not employ any
critical accounting policies or estimates that are either selected
from among available alternatives or require the exercise of
significant management judgment to apply or that if changed are
likely to materially affect future periods.
We
review the carrying value of the technology assets annually based
on its current marketing activities, plans and expectations, and
the perceived effects of competitive factors and possible
obsolescence, whether any write-downs should be taken or whether
the estimated useful lives should be shortened.
We also review the carrying value of its inventory periodically for
evidence of declines in estimated fair value and considers, based
on its current marketing activities, plans and expectations, and
the perceived effects of competitive factors and possible
obsolescence due to shelf-life issues on the environmental filters,
whether any write-downs should be taken.
Further, we review
the collectability of outstanding receivables based upon historical
collection history from each customer, the age of the receivables,
and the customer’s wherewithal to pay the outstanding
balance, and records an estimated allowance for bad debts
sufficient to cover any potential losses to be incurred for
non-collections.
The
carrying values of prepaid expenses, accounts payable, accrued
expenses and short term notes payable generally approximate the
respective fair values of these instruments due to their current
nature.
Recent Accounting Pronouncements
While
there have been Financial Accounting Standards Board (FASB)
pronouncements made effective subsequent to the issuance of these
financial statements, none would have required restatement of the
financial statements herein nor have they had any significant
effect on future financial statements of our Company.
12
ITEM
3
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller
reporting companies are not required to provide the information
required by this item.
ITEM
4
CONTROLS
AND PROCEDURES
We
maintain a system of disclosure controls and procedures that are
designed for the purpose of ensuring that information required to
be disclosed in our SEC reports is recorded, processed, summarized
and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and
communicated to our management, including the Chief Executive
Officer and the Principal Accounting Officer, as appropriate to
allow timely decisions regarding required disclosures.
Evaluation of Disclosure Controls and Procedures
As
required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by this quarterly report, being
September 30, 2016, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s
disclosure controls and procedures. This evaluation was carried out
under the supervision and with the participation of our
company’s management, including our company’s Chief
Executive Officer and Chief Financial Officer. Based upon that
evaluation, our company’s Chief Executive Officer and Chief
Financial Officer concluded that our company’s disclosure
controls and procedures are ineffective as at the end of the period
covered by this report. There have been no changes in our internal
controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are
reasonably likely to materially affect our internal controls over
financial reporting.
Disclosure controls
and procedures and other procedures that are designed to ensure
that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period
specified in the Securities and Exchange Commission’s rules
and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to
management including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
PART
II
OTHER
INFORMATION
ITEM 1
- LEGAL PROCEEDINGS
On
March 5, 2012, we received a complaint from a certain attorney
seeking collection of his invoices, plus interest and litigation
expenses of $167,167. We do not believe the claim has any merit.
The claim, Case No. 110907934 DC, was filed in the Second District
Court of Weber County in the State of Utah. We have already
recognized $15,763 as a liability at September 30, 2016. The
Discovery process has been completed. Our summary dismissal motion
was granted on May 5, 2016 to dismiss all charges dated four years
prior to his Complaint date. As a result, the remaining Complaint
amount would be the $15,763 which is already accrued. Nevertheless,
the case is ongoing.
ITEM 2
- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
In
2016, 9,000,000 common shares were issued for cash proceeds of
$400,000 to a significant shareholder.
13
These
shares were issued in reliance on the exemption from registration
and prospectus delivery requirements of the Act set forth in
Section 3(b) and/or Section 4(2) of the Securities Act and the
regulations promulgated hereunder.
ITEM 3
- DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None.
ITEM 4
- MINE SAFETY DISCLOSURES
N/A
ITEM 5
- OTHER INFORMATION
None.
ITEM 6
- EXHIBITS
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
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31.1
|
|
CERTIFICATION
OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002.
|
31.2
|
|
CERTIFICATION
OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002.
|
32.1
|
|
CERTIFICATION
OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002.
|
32.2
|
|
CERTIFICATION
OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER 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
|
14
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
NMI HEALTH, INC.
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December
6 2016
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By:
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/s/Edward
Suydam
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Edward
Suydam, Chief Executive Officer
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December
6, 2016
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/s/Michael
J. Marx
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Michael
J. Marx, Chief Financial Officer
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15