Attached files
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EX-31.2 - SHEERVISION, INC. | v190973_ex31-2.htm |
EX-31.1 - SHEERVISION, INC. | v190973_ex31-1.htm |
EX-32.1 - SHEERVISION, INC. | v190973_ex32-1.htm |
EX-32.2 - SHEERVISION, INC. | v190973_ex32-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
quarterly period ended
May 31, 2010
¨ TRANSITION REPORT
UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the
transition period from ______ to ______
Commission
File Number:
000-27629
SHEERVISION,
INC.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
23-2426437
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification
No.)
|
4030 Palos Verdes Drive N.,
Suite 104, Rolling Hills, CA 90274
(Address
of principal executive offices)
(310)
265-8918
(Issuer's
telephone number)
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 ¨
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of July 19, 2010: 12,756,023 shares outstanding of the Company’s common
stock, par value, $0.001
Transitional
Small Business Disclosure Format (check one):
Yes ¨ No x
TABLE OF
CONTENTS
HEADING
|
PAGE
|
||
PART
I. FINANCIAL INFORMATION
|
|||
Item
1. Financial Statements
|
3
|
||
Item
2. Management's Discussion and Analysis or Plan of
Operation
|
4
|
||
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
10
|
||
Item
4. Controls and Procedures
|
10
|
||
PART
II. OTHER INFORMATION
|
|||
Item
1. Legal Proceedings
|
11
|
||
Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds
|
11
|
||
Item
3. Defaults upon Senior Securities
|
11
|
||
Item
4. Submission of Matters to a Vote of Securities Holders
|
11
|
||
Item
5. Other Information.
|
11
|
||
Item
6. Exhibits
|
11
|
||
Signatures
|
12
|
2
PART
1. FINANCIAL INFORMATION
SHEERVISION,
INC. AND SUBSIDIARY
CONSOLIDATED
FINANCIAL STATEMENTS
MAY 31,
2010
(UNAUDITED)
3
Page(s)
|
|
Financial
Statements:
|
|
Consolidated
Balance Sheets as of May 31, 2010 (Unaudited) and August 31,
2009
|
F-2
|
Consolidated
Statements of Operations for the three and nine months ended May 31, 2010
and 2009 (Unaudited)
|
F-3
|
Consolidated
Statements of Cash Flows for the nine months ended May 31, 2010 and 2009
(Unaudited)
|
F-4
|
Notes
to Consolidated Financial Statements (Unaudited)
|
F-5 - F-18
|
F-1
SheerVision,
Inc. and Subsidiary
Consolidated Balance
Sheets
May 31, 2010
|
August 31, 2009
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Assets:
|
||||||||
Cash
|
$ | - | $ | 17,651 | ||||
Accounts
receivable
|
136,152 | 257,616 | ||||||
Inventory
|
457,889 | 339,663 | ||||||
Prepaid
expenses and other
|
84,428 | 87,654 | ||||||
Total
Current Assets
|
678,469 | 702,584 | ||||||
Property
and equipment - net
|
103,111 | 134,981 | ||||||
Total
Assets
|
$ | 781,580 | $ | 837,565 | ||||
Liabilities and Stockholders'
Deficit
|
||||||||
Liabilities:
|
||||||||
Cash
overdraft
|
$ | 47,714 | $ | - | ||||
Accounts
payable
|
376,987 | 415,838 | ||||||
Accrued
expenses and other current liabilities
|
198,751 | 77,184 | ||||||
Accrued
dividends
|
982,009 | 804,813 | ||||||
Line
of credit payable
|
45,000 | 75,000 | ||||||
Derivative
Liabilities
|
7,883 | 58,568 | ||||||
Total
Current Liabilities
|
1,658,344 | 1,431,403 | ||||||
Stockholders'
Deficit:
|
||||||||
Preferred
stock, Series A, 9% cumulative convertible, ($0.001 par value, $10 per
share stated value, liquidation preference of $3,449,023, 350,000 shares
authorized, 264,421 issued and outstanding)
|
264 | 264 | ||||||
Common
stock, ($0.001 par value, 90,000,000 shares authorized, 12,756,023 shares
issued and outstanding)
|
12,756 | 12,756 | ||||||
Additional
paid in capital
|
5,005,503 | 4,985,343 | ||||||
Accumulated
deficit
|
(5,895,287 | ) | (5,592,201 | ) | ||||
Total
Stockholders' Deficit
|
(876,764 | ) | (593,838 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 781,580 | $ | 837,565 |
See
accompanying notes to financial statements
F-2
SheerVision,
Inc. and Subsidiary
Consolidated Statements of
Operations
(Unaudited)
Three Months Ended May 31,
|
Nine Months Ended May 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Sales
- net
|
$ | 950,813 | $ | 841,533 | $ | 2,228,258 | $ | 2,885,255 | ||||||||
- | ||||||||||||||||
Cost
of goods sold
|
311,047 | 283,519 | 690,889 | 1,089,942 | ||||||||||||
Gross
profit
|
639,766 | 558,014 | 1,537,369 | 1,795,313 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling
and marketing
|
308,253 | 219,577 | 779,150 | 746,433 | ||||||||||||
General
and administrative expenses
|
318,430 | 397,683 | 929,441 | 1,158,376 | ||||||||||||
Total
operating expenses
|
626,683 | 617,260 | 1,708,591 | 1,904,809 | ||||||||||||
Income
(loss) from operations
|
13,083 | (59,246 | ) | (171,222 | ) | (109,496 | ) | |||||||||
Other
income (expense)
|
||||||||||||||||
Other
income
|
47 | 55 | 573 | 127,248 | ||||||||||||
Interest
expense
|
(1,097 | ) | (1,701 | ) | (4,326 | ) | (7,083 | ) | ||||||||
Derivative
expense
|
- | - | (7,294 | ) | - | |||||||||||
Change
in fair value of derivative liabilities
|
388,777 | - | 57,979 | - | ||||||||||||
Total
other income (expense) - net
|
387,727 | (1,646 | ) | 46,932 | 120,165 | |||||||||||
Income
(loss) before income taxes
|
400,810 | (60,892 | ) | (124,290 | ) | 10,669 | ||||||||||
Provision
for income taxes
|
- | 1,600 | 1,600 | 2,400 | ||||||||||||
Net
income (loss)
|
$ | 400,810 | $ | (62,492 | ) | $ | (125,890 | ) | $ | 8,269 | ||||||
Less:
Preferred stock dividends
|
(59,052 | ) | (59,917 | ) | (177,196 | ) | (179,751 | ) | ||||||||
Net
income (loss) applicable to common stockholders
|
$ | 341,758 | $ | (122,409 | ) | $ | (303,086 | ) | $ | (171,482 | ) | |||||
Net
income (loss) per common share - basic and diluted
|
$ | 0.03 | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | |||||
Weighted
average number of common shares outstanding during the period - basic
and diluted
|
12,756,023 | 12,756,023 | 12,756,023 | 12,749,460 |
See
accompanying notes to financial statements
F-3
Consolidated Statements of
Cash Flows
(Unaudited)
Nine Months Ended May 31,
|
||||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income (loss)
|
$ | (125,890 | ) | $ | 8,269 | |||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
|
34,160 | 32,566 | ||||||
Stock
based compensation
|
20,160 | 19,134 | ||||||
Derivative
expense
|
7,294 | - | ||||||
Change
in fair value of derivative liabilities
|
(57,979 | ) | - | |||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
Decrease in:
|
||||||||
Accounts
receivable
|
121,464 | 236,230 | ||||||
Inventory
|
(118,226 | ) | (108,652 | ) | ||||
Prepaid
expenses and other
|
3,226 | (45,058 | ) | |||||
Increase
(Decrease) in:
|
||||||||
Accounts
payable
|
(38,851 | ) | (93,022 | ) | ||||
Accrued
expenses and other current liabilities
|
121,567 | 31,606 | ||||||
Net
Cash Provided By (Used In) Operating Activities
|
(33,075 | ) | 81,073 | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase
of property and equipment
|
(2,290 | ) | (29,188 | ) | ||||
Net
Cash Used in Financing Activities
|
(2,290 | ) | (29,188 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Cash
overdraft
|
47,714 | - | ||||||
Repayment
on line of credit
|
(30,000 | ) | (75,000 | ) | ||||
Net
Cash Provided By (Used In) Financing Activities
|
17,714 | (75,000 | ) | |||||
Net
Decrease in Cash
|
(17,651 | ) | (23,115 | ) | ||||
Cash
- beginning of period
|
17,651 | 111,887 | ||||||
Cash
- end of period
|
$ | - | $ | 88,772 | ||||
SUPPLEMENTARY
CASH FLOW INFORMATION:
|
||||||||
Cash
Paid During the Period for:
|
||||||||
Income
taxes
|
$ | $ | 2,400 | |||||
Interest
|
$ | - | $ | 9,987 | ||||
SUPPLEMENTARY
DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
|
||||||||
Accrued
preferred stock dividends
|
$ | 177,196 | $ | 179,751 | ||||
Issuance
of common stock upon conversion of Series A convertible preferred
stock
|
$ | - | $ | 21 |
See
accompanying notes to financial statements
F-4
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited condensed interim consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission for interim financial information with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
The
financial information as of August 31, 2009 is derived from the audited
financial statements presented in the Company’s Annual Report on Form 10-K for
the year ended August 31, 2009. The unaudited condensed interim
financial statements should be read in conjunction with the Company’s Annual
Report on Form 10-K, which contains the audited financial statements and notes
thereto, together with the Management’s Discussion and Analysis, for the year
ended August 31, 2009.
Certain
information or footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted, pursuant to the rules
and regulations of the Securities and Exchange Commission for interim financial
reporting. Accordingly, they do not include all the information and footnotes
necessary for a comprehensive presentation of financial position, results of
operations, or cash flows. It is management's opinion, however, that all
material adjustments (consisting of normal recurring adjustments) have been made
which are necessary for a fair financial statement presentation. The interim
results for the period ended May 31, 2010 are not necessarily indicative of
results for the full fiscal year
Note 2 Organization, Nature
of Operations and Summary of Significant Accounting Policies
Nature
of Operations
SheerVision,
Inc. (the “Company”), a Delaware corporation, designs and sells surgical loupes,
light systems and related optical products for the dental, medical and
veterinary markets.
Summary
of Significant Accounting Policies
Principles
of Consolidation
All
significant intercompany accounts and transactions have been eliminated in
consolidation.
F-5
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Risks
and Uncertainties
The
Company operates in an industry that is subject to intense competition and rapid
technological change and is in a state of fluctuation as a result of the credit
crisis occurring in the United States. The Company's operations are
subject to significant risk and uncertainties including financial, operational,
technological, and regulatory risks including the potential risk of business
failure.
Also see
Note 3 regarding going concern matters.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. 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 financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Inventory
Inventory
is valued at the lower of cost or market, determined on a first-in, first-out
basis. At May 31, 2010 and August 31, 2009, respectively, inventory consisted of
finished goods and goods that were returned to the vendor for repair or rework.
At May 31, 2010, the Company only purchases inventory as finished goods and no
longer carries raw materials as inventory. Because of the technical
nature of the products, the Company may be exposed to a number of factors that
could result in portions of its inventory becoming either obsolete or in excess
of anticipated usage. These factors include, but are not limited to,
technological changes in its markets, competitive pressures in products and
prices, and the introduction of new product lines. The Company regularly
evaluates its ability to realize the value of its inventory based on a
combination of factors, including historical usage rates, forecasted sales,
product life cycles, and market acceptance of new products. When inventory that
is obsolete or in excess of anticipated usage is identified, it is written down
to realizable value or an inventory valuation reserve is established.
For the
three and nine months ended May 31, 2010 and 2009, respectively, the Company did
not record any write-downs to net realizable value for
obsolescence.
F-6
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Warrants
and Derivative Liabilities
The
Company reviews any common stock purchase warrants and other freestanding
derivative financial instruments at each balance sheet date and will classify on
the balance sheet as:
|
a)
|
Equity
if they (i) require physical settlement or net-share settlement, or
(ii) gives the Company a choice of net-cash settlement or settlement
in its own shares (physical settlement or net-share settlement), or
as
|
|
b)
|
Assets
or liabilities if they (i) require net-cash settlement (including a
requirement to net cash settle the contract if an event occurs and if that
event is outside our control), or (ii) give the counterparty a choice of
net-cash settlement or settlement in shares (physical settlement or
net-share settlement).
|
Revenue
Recognition
The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin No. 104 for revenue recognition. The Company’s
surgical loupes and lighting products need no installation and are ready for use
upon receipt by the customer.
The
Company records revenue when all of the following have occurred: (1) persuasive
evidence of an arrangement exists, (2) the product is installed, (3) the sales
price to the customer is fixed or determinable, and (4) collectability is
reasonably assured. Products sold are delivered by shipments made through
common carrier and revenue is recognized upon shipment to the customer.
Discounts and sales incentives are recognized as a reduction of revenue at the
time of sale. The Company offers an unconditional satisfaction guarantee
for a 30 day period and permits product returns within 30 days of purchase, at
which time returns are accepted and refunds are made. Historically,
returns have been minimal. The Company has evaluated the criteria under ASC 605,
“Revenue Recognition when
Right of Return Exists” and has determined that recognition of revenue on
the date of shipment is appropriate. As a result, management has
determined that no reserve is required. Shipping charges and special orders are
nonrefundable.
Cost
of Sales
Cost of
sales represents costs directly related to the production and sale of the
Company’s products. Primary costs include raw materials, direct labor, payroll,
commissions and rental charges.
F-7
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Earnings
per Share
Basic
earnings per share (“EPS”) is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during
the period, excluding the effects of any potentially dilutive securities.
Diluted EPS gives effect to all dilutive potential of shares of common stock
outstanding during the period including stock options or warrants, using the
treasury stock method (by using the average stock price for the period to
determine the number of shares assumed to be purchased from the exercise of
stock options or warrants), and convertible debt or convertible preferred stock,
using the if-converted method. Diluted EPS excludes all dilutive potential of
shares of common stock if their effect is anti-dilutive.
The
computation of basic and diluted loss per share for the periods ended May 31,
2010 and August 31, 2009, respectively, excludes the following potentially
dilutive securities because their inclusion would be anti-dilutive due to the
Company’s net loss during the period.
May 31, 2010
|
August 31, 2009
|
|||||||
Convertible
preferred stock
|
2,938,011 | 2,938,011 | ||||||
Stock
options
|
890,000 | 386,000 | ||||||
Stock
warrants
|
1,177,276 | 977,276 | ||||||
Total
common stock equivalents
|
5,005,287 | 4,301,287 |
Share
Based Payments
Generally,
all forms of share-based payments, including stock option grants, restricted
stock grants and stock appreciation rights, are measured at their fair value on
the awards’ grant date, and based on the estimated number of awards that are
ultimately expected to vest. Share-based payment awards issued to non-employees
for services rendered are recorded at either the fair value of the services
rendered or the fair value of the share-based payment, whichever is more readily
determinable. The expense resulting from share-based payments are recorded as a
component of general and administrative expense.
F-8
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Recent
Accounting Pronouncements
In
January 2010, the Financial Accounting Standards Board ("FASB") issued updated
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. This update requires new disclosures on
significant transfers of assets and liabilities between Level 1 and
Level 2 of the fair value hierarchy (including the reasons for these
transfers) and the reasons for any transfers in or out of Level 3. This
update also requires a reconciliation of recurring Level 3 measurements
about purchases, sales, issuances and settlements on a gross basis. In addition
to these new disclosure requirements, this update clarifies certain existing
disclosure requirements. For example, this update clarifies that reporting
entities are required to provide fair value measurement disclosures for each
class of assets and liabilities rather than each major category of assets and
liabilities. This update also clarifies the requirement for entities to disclose
information about both the valuation techniques and inputs used in estimating
Level 2 and Level 3 fair value measurements. This update will become
effective for the Company with the interim and annual reporting period beginning
January 1, 2010, except for the requirement to provide the Level 3
activity of purchases, sales, issuances, and settlements on a gross basis, which
will become effective for the Company with the interim and annual reporting
period beginning January 1, 2011. The Company will not be required to
provide the amended disclosures for any previous periods presented for
comparative purposes. Other than requiring additional disclosures, adoption of
this update will not have a material effect on the Company's consolidated
financial statements.
Note 3 Going
Concern
As
reflected in the accompanying unaudited condensed interim consolidated financial
statements, the Company has a net loss of $125,890 and net cash used in
operating activities of $33,075 for the period ended May 31, 2010; and a working
capital deficit of $979,875 and stockholders’ deficit of $876,764 at May 31,
2010. The Company still does not have a history of financial stability or
sources of cash that can be relied upon to sustain operations for current and
expected future growth.
The
Company intends to fund operations through increased sales and expects this will
be able to cover its current working capital, capital expenditures, and other
cash requirements for the year ended August 31, 2010. However, for the future,
the Company plans to seek additional funds to finance its immediate and
long-term operations through debt and/or equity financing. The successful
outcome of future financing activities cannot be determined at this time and
there is no assurance that if achieved, the Company will have sufficient funds
to execute its intended business plan or generate positive operating
results.
These
factors, among others, raise doubt about the Company’s ability to continue as a
going concern. The accompanying unaudited condensed interim consolidated
financial statements do not include any adjustments related to recoverability
and classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.
F-9
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
In
response to these problems, management has taken the following
actions:
|
·
|
the
Company is expanding its revenue base by hiring more direct sales
personnel and attempting to increase direct sales to OEM and third
parties;
|
|
·
|
the
Company is aggressively signing up new international distributors;
and
|
|
·
|
the Company
is seeking third party financing either debt or
equity
|
Note 4 Fair
Value
The
Company has categorized its assets and liabilities recorded at fair value based
upon the fair value hierarchy specified by GAAP.
The
levels of fair value hierarchy are as follows:
|
·
|
Level
1 inputs utilize unadjusted quoted prices in active markets for identical
assets or liabilities that the Company has the ability to
access;
|
|
·
|
Level
2 inputs utilize other-than-quoted prices that are observable, either
directly or indirectly. Level 2 inputs include quoted prices for similar
assets and liabilities in active markets, and inputs such as interest
rates and yield curves that are observable at commonly quoted intervals;
and
|
|
·
|
Level
3 inputs are unobservable and are typically based on the Company’s own
assumptions, including situations where there is little, if any, market
activity.
|
In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, the Company categorizes such
financial asset or liability based on the lowest level input that is significant
to the fair value measurement in its entirety. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset or
liability.
Both
observable and unobservable inputs may be used to determine the fair value of
positions that are classified within the Level 3 category. As a result, the
unrealized gains and losses for assets within the Level 3 category
presented in the tables below may include changes in fair value that were
attributable to both observable and unobservable inputs.
F-10
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
The
following are the major categories of liabilities measured at fair value on a
nonrecurring basis at May 31, 2010 and August 31, 2009, using quoted prices in
active markets for identical liabilities (Level 1); significant other
observable inputs (Level 2); and significant unobservable inputs
(Level 3):
May
31, 2010:
Level 1:
Quoted Prices in
Active Markets
for Identical
Assets
|
Level 2:
Significant Other
Observable Inputs
|
Level 3:
Significant
Unobservable
Inputs
|
Total at
May 31,
2010
|
|||||||||||||
Derivative
Liabilities
|
$ | - | $ | 7,883 | $ | - | $ | 7,883 | ||||||||
Total
|
$ | - | $ | 7,883 | $ | - | $ | 7,883 |
August
31, 2009:
Level 1:
Quoted Prices in
Active Markets
for Identical
Assets
|
Level 2:
Significant Other
Observable Inputs
|
Level 3:
Significant
Unobservable
Inputs
|
Total at
August 31,
2009
|
|||||||||||||
Derivative
Liabilities
|
$ | - | $ | 58,568 | $ | - | $ | 0 | ||||||||
Total
|
$ | - | $ | 58,568 | $ | - | $ | 0 |
Note 5 Line of Credit
Payable
On March
25, 2008, the Company entered into an agreement with an unrelated shareholder
providing for a line of credit to the Company of up to $300,000 with interest at
9%. The agreement provides that principal and interest on amounts borrowed
against the line are due nine months from the date of the execution of the
agreement or earlier upon the occurrence of an event of default. The line of
credit is secured by the Company’s inventory and accounts receivable.
Additionally, the agreement provides the lender with an option to receive a
warrant exercisable for up to 600,000 shares of the Company’s common stock
(depending on the amount loaned) at an exercise price of $0.25 per
share.
On
December 19, 2008, the Company repaid $84,986 of principal and accrued interest
due under the Company’s line of credit, reducing the principal due under the
line of credit to $75,000.
In
January 2010, the Company received notice from the lender that the Company is in
default under the line of credit for failing to repay the then remaining
principal plus accrued interest due.
F-11
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
The
Company has entered into a repayment plan that provides for the retirement of
this line of credit by the end of the calendar year 2010. Under the terms of the
plan, the Company is among other things repaying $10,000
per month.
As of May
31, 2010, the outstanding balance on the line of credit was $54,092, which
includes accrued interest of $9,092. Subsequent to May 31, 2010, the Company
made an additional payment of $5,000.
Note 6 Stockholders’
Deficit
(A)
Warrants
The
following is a summary of the Company’s warrant activity:
Warrants
|
Weighted Average Exercise Price
|
|||||||
Outstanding
– August 31, 2008
|
1,488,989 | $ | 0.53 | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
(511,713 | ) | 1.00 | |||||
Outstanding-
August 31, 2009
|
977,276 | $ | 0.28 | |||||
Granted
|
200,000 | 0.15 | ||||||
Exercised
|
- | |||||||
Forfeited
|
- | |||||||
Outstanding-
May 31, 2010
|
1,177,276 | $ | 0.26 |
Warrants Outstanding
|
Warrants Exercisable
|
||||
Range of
exercise price
|
Number Outstanding
|
Weighted Average Remaining
Contractual Life (in years)
|
|||
$0.15
- $0.28
|
1,177,276 |
4.72
years
|
At May
31, 2010 and August 31, 2009, the total intrinsic value of warrants outstanding
and exercisable was $0 and $0, respectively.
The
Company issued warrants related to a debt offering in September 2005. The total
number of warrants issued was 977,276 inclusive of the 238,128 warrants paid to
a placement agent as a direct offering cost. The warrants have a five-year term
and have an exercise price of $0.28 per share.
The
Company also issued 511,713 warrants related to a debt offering in April 2006.
These warrants expired on April 27, 2009 and May 7, 2009. As shown in the table
above, these warrants have been forfeited and are not
exercisable.
F-12
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
In
connection with ASC 815-40-15, “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock,” on January 1,
2009 (ASC 815-40-15), the Company determined that the embedded conversion
feature in the warrants (ratchet down of exercise price based upon lower
exercise price in future offerings) is indexed to the Company’s own stock and,
therefore, is an embedded derivative financial liability (the “Embedded Derivative”), which
requires bifurcation and to be separately accounted for pursuant to ASC
815-40-25.
The
Company measured the fair value of the outstanding September 2005 warrants using
a Black-Scholes valuation model based upon the effectiveness of ASC 815-40-15,
if effective, would have established a commitment date since these warrants were
indexed to the Company’s own stock. As a result of the application of ASC
815-40-15, the fair value of the 977,276 warrants was determined to be $39,076
based upon the following management assumptions:
Exercise
price
|
$ | 0.28 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
580.97 | % | ||
Risk
free interest rate
|
1.55 | % | ||
Expected
life of warrant in years
|
1.72 | |||
Expected
forfeitures
|
0 | % |
The fair
value of these warrants was charged to accumulated deficit on August 31, 2009 as
a cumulative adjustment due to a change in accounting principle.
The
Company measured the fair value of April 2006 warrants using a Black-Scholes
valuation model based upon the date in which ASC 815-40-15, if effective, would
have established a commitment date since these warrants were indexed to the
Company’s own stock. As a result of the application of ASC 815-40-15, the fair
value of the 511,713 warrants was determined to be $13,337 based upon the
following management assumptions:
Exercise
price
|
$ | 1.00 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
580.97 | % | ||
Risk
free interest rate
|
1.55 | % | ||
Expected
life of warrant in years
|
0.32 – 0.35 | |||
Expected
forfeitures
|
0 | % |
F-13
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
The fair
value of these warrants was charged to accumulated deficit on August 31, 2009 as
a cumulative adjustment due to a change in accounting principle.
(B)
Mark to Market
At April
27, 2009 and May 7, 2009, the expiration dates of each tranche, the Company
remeasured the April 2006 warrants and recorded a fair value of $12,389 due to
these warrants expiring. As a result of the remeasurement, the
Company recorded a change in fair value associated with these warrants of $948
for the year ended August 31, 2009. The following management assumptions were
considered:
Exercise
price
|
$ | 1.00 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
641.28 - 641.29 | % | ||
Risk
fee interest rate
|
1.87 - 2.15 | % | ||
Expected
life of warrant in years
|
0 | |||
Expected
forfeitures
|
0 | % |
At August
31, 2009, the fair value of the April 2006 warrant derivative liability was
$12,389 and was reclassified to additional paid in capital due to the expiration
of the warrants in April and May 2009.
On February 19,
2010, the Company issued 200,000 warrants for services rendered. The exercise
price is a five-day average of the bid price for
the Company’s stock at the time of exercise. These warrants have a five-year term.
Since the quantity of shares will not be known, the variable nature of the
conversion feature requires accounting for this instrument as a derivative
financial liability.
As a
result of the application of ASC 815-40-15, the fair value of the 200,000
warrants was determined to be $7,294 on the commitment date. The
Company recorded a derivative expense, based upon the following
management assumptions:
Exercise
price
|
$ | 0.40 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
131.54 | % | ||
Risk
free interest rate
|
2.10 | % | ||
Expected
life of warrant in years
|
5 | |||
Expected
forfeitures
|
0 | % |
At May
31, 2010, the Company remeasured all warrants and recorded the fair value of the
liability of $7,883. As a result of the remeasurement, the Company
recorded a change in fair value associated with these warrants of $388,777 for
the period ended May 31, 2010.
F-14
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
The
following management assumptions were considered:
Exercise
price
|
$ | 0.15 - $0.28 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
131.54 | % | ||
Risk
fee interest rate
|
2.10 | % | ||
Expected
life of warrant in years
|
0.33-4.72 | |||
Expected
forfeitures
|
0 | % |
(C)
Stock Options
The
Company maintains the SheerVision Inc. 2007 Stock Option Plan (the “ Plan ”) and the SheerVision
Inc. 2007 Stock Option Plan for Independent and Non-Employee Directors (the
“ Directors Plan ”).
The maximum number of shares reserved under the Plan and Directors Plan is
3,000,000 and 200,000 shares, respectively. As of May 31, 2010, there were no
options outstanding under the Directors Plan.
On
February 19, 2010, the Company granted 504,000 stock options to employees for
services rendered. The fair value of these options was $20,160. All
of these options vested on the grant date and are immediately
exercisable.
The
following management assumptions were considered:
Exercise
price
|
$ | 0.04 | ||
Expected
dividends
|
0 | % | ||
Expected
volatility
|
150 | % | ||
Risk
fee interest rate
|
2.30 | % | ||
Expected
life of options in years
|
10 | |||
Expected
forfeitures
|
0 | % |
The
following is a summary of the Company’s stock option activity:
Options
|
Weighted Average Exercise Price
|
|||||||
Outstanding
– August 31, 2008
|
511,000 | $ | 0.20 | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
(125,000 | ) | $ | 0.20 | ||||
Outstanding
– August 31, 2009
|
386,000 | $ | 0.20 | |||||
Granted
|
504,000 | $ | 0.04 | |||||
Exercised
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Outstanding-May
31, 2010
|
890,000 | $ | 0.11 | |||||
Exercisable-May
31, 2010
|
890,000 | $ | 0.11 |
F-15
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
Options Outstanding and Exercisable
|
||||||||||
Range of
exercise price
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
Weighted
Average
Exercise
Price
|
|||||||
$
|
0.04-$0.20
|
890,000
|
9.45
years
|
$
|
0.04
|
At May
31, 2010 and August 31, 2009 the total intrinsic value of options outstanding
and exercisable was $5,040
and $0, respectively.
(D)
Convertible Preferred Stock
The
Company’s outstanding Series A, cumulative convertible preferred stock has the
following provisions, rights and preferences:
(1)
|
Dividends
|
|
a.
|
Dividends,
at 9% per year, are payable on June 30 and December 31 each
year. If there are not sufficient funds to pay these dividends,
the Company will continue to accrue until such funds are
available.
|
|
b.
|
Accrued
unpaid dividends are payable out of funds legally available on any of the
following dates: (i) date of a liquidation event, or (ii) upon conversion
of the underlying convertible preferred stock. Since inception, the
Company has not had sufficient funds to pay the accrued dividends on the
convertible preferred shares that were converted into common
shares. The accrued dividends remain as a current
liability.
|
|
c.
|
During
the nine months ended May 31, 2010 and the fiscal year ended August 31,
2009, the Company accrued dividends on its preferred stock of $178,485 and
$239,668 respectively.
|
F-16
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
(2)
|
Voting
- voted with the common stock on an as converted basis based upon the
number of shares of common stock into which the convertible preferred
stock is convertible at the record date for any stockholder
action.
|
(3)
|
Stated
value is $10 per share.
|
(4)
|
Liquidation
rights
|
|
a.
|
Convertible
preferred stock holders are senior to any other classes of stock in
liquidation. These will be paid equivalent to $10 per
share.
|
|
b.
|
If
traded on a national exchange, such as the NASDAQ or AMEX, the value shall
be equal to the average of the closing prices of the securities over a 30
day period ending 3 days prior to the date of the relevant liquidation
payment
|
Note 7 Concentration of
Credit Risk
Concentrations
are as follows
(A) Accounts
Receivable
Customer
|
May 31, 2010
|
August 31, 2009
|
||||||
A
|
31 | % | 40 | % | ||||
B
|
35 | % | 2 | % |
(B) Accounts
Payable
Vendor
|
May 31, 2010
|
August 31, 2009
|
||||||
A
|
18 | % | 22 | % | ||||
B
|
9 | % | 9 | % | ||||
C
|
9 | % | 11 | % |
(C) Sales
– net
Customer
|
May
31, 2010
|
May
31, 2009
|
||||||
A
|
21 | % | 6 | % | ||||
B
|
20 | % | 37 | % | ||||
C
|
0 | % | 12 | % |
F-17
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
May
31, 2010
(Unaudited)
(D) Purchases
Vendor
|
May 31, 2010
|
May 31, 2009
|
||||||
A
|
11 | % | 20 | % | ||||
B
|
10 | % | 7 | % | ||||
C
|
5 | % | 10 | % |
Note 8 Subsequent
Events
On July
12, 2010, the Company received a demand letter from its director, shareholder
and former President and Secretary asserting a purported claim against the
Company for $45,135 in connection with his former employment with the
Company.
F-18
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report on Form 10-Q and
the documents incorporated herein contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. When used in this quarterly report, statements that are not
statements of current or historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "plan", "intend", "may",
"will", "expect", "believe", "could", "anticipate", "estimate", or "continue" or
similar expressions or other variations or comparable terminology are intended
to identify such forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Except as required by law, we undertake no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. The following information should be read in conjunction
with the financial statements and notes thereto appearing elsewhere in this form
10-Q.
Unless the context indicates otherwise,
any reference to "SheerVision", the "Company", "we", "us", "our" or the
"Registrant" refers to SheerVision, Inc., a Delaware corporation, and its
subsidiaries as of May 31, 2010.
Overview
SheerVision
designs and sells proprietary surgical loupes and light systems for the dental,
medical, and veterinary markets. Since our inception in 1999, we have rapidly
established a significant base of operations through our strategic marketing
programs, aggressive web presence, dedicated sales force, expansion into global
markets, and commitment to new product development. Worldwide sales are achieved
by sales into direct and indirect sales channels, and by strategic alliances
with dental and medical partners. Partnerships with Asian component
manufacturers and domestic assembly and testing facilities, allow us to provide
superior quality loupes and light systems at competitive prices.
In 2006,
we launched an aggressive marketing campaign with the objective of expanding
direct sales and promoting name brand recognition in the dental market. This
campaign established SheerVision as one of the premier magnification and
illumination providers in the country. In 2007, with our new position in the
marketplace, we identified third-party and OEM relationships as a necessary
component of an overall strategy to continued realization of our aggressive
sales and profitability goals. This revised strategy resulted in our
introduction of a number of new product designs to a wider audience in a rapid,
cost-effective manner.
We have had a successful history
producing products for major industry leaders long before we became a public
entity in 2006. This included a major long-term strategic alliance with one of
the world’s leading optical companies. Since then we also formed a major
strategic alliance with a large Japanese dental company and we domestically
launched a private label business with a large dental products distributor. With
momentum from sales generated from these major strategic alliances, we are
refocusing our attention on two areas: 1) indirect domestic and international
sales; and, 2) domestic direct sales to dentists and surgeons. Beginning in the
first quarter of fiscal 2010, we have determined that there is significant
opportunity to improve brand awareness and sales by strategically placing direct
sales people to sell directly to dentists and surgeons in the U.S. This is the
first time that we have attempted, on a large scale, to sell directly to these
customers. Our previous direct sales efforts were primarily targeted towards the
dental hygienist market. As of the end of May, we increased our direct sales
force from three to nine, and we have plans to add several more during the
coming months.
In fiscal
2009, we hired a full-time International Sales Manager to build new distributor
relationships using our previously launched International Distributor Program,
and have increased our reach by successfully expanding our international
distribution network in several countries. We believe our attraction is our
breadth of innovative products which can be resold at strong margins, while
maintaining a highly competitive end-user price point.
Through
the remainder of fiscal 2010, we intend to continue to commit resources to
direct sales and marketing in a targeted, more complimentary manner. In addition
to the previously mentioned expansion of our outside direct sales force, we are
participating in trade shows emphasizing the dental, veterinary, and medical
markets, and are growing our e-commerce powered web store, which has provided us
with a cost-effective platform to sell products directly to the end user. In
addition, we believe there may be selected opportunities to pursue additions to
our current product lines by purchasing businesses with products that can now be
distributed through our maturing distribution channels
effectively.
4
We also
continue to develop new products that not only enhance the SheerVision product
portfolio, but also add greater value for our third party clients. In fiscal
year 2008, we introduced our upgraded FireFly Infinity Ultra™ LED head light
system, featuring our new Lithium Polymer battery pack. The development and
launch of our Signature Flip-Up Prism (high magnification) Loupe product line
expanded our penetration into horizontal and vertical market segments where we
have historically had only limited success. Additionally, in August 2008, we
introduced a new sports frame, to appeal to the younger, more fashionable
demographic of the dental market. In 2010, we are continuing the investment in
lighting products with the introduction of a new generation of headlights for
the surgical, dental and veterinary markets that have higher light intensity,
lower weight, and lighter, smaller battery cables. We wish to boost the
awareness of our brand name and our reputation in the lighting markets by
building upon the technical achievements and performance of our current designs
that have the highest beam intensity and quality in the industry.
With the
sophisticated design and engineering teams currently available to us, we have
the ability to not only modify and incorporate SheerVision products into other
company’s offerings, but to also extend our design, engineering, and
manufacturing capabilities to other company’s product
development. Toward that end, we are constantly evaluating new, small
medical devices.
Throughout
our recent history we have earned a reputation for innovation, leadership and
value in optical and lighting technology, supporting dentists, dental
hygienists, and doctors throughout the world. Our Ultra-Light Loupes have
received the “Best of the Best” award by Dental Lab Products’ Buyers Guide -
2006 Edition and named a Dentistry Today top 100 product for 2006.
SheerVision
loupes and our Ultralight light system have also received an endorsement by a
highly acclaimed and prestigious leading independent non-profit dental education
and product testing foundation. Our Ultralight LED was recently named by this
foundation as having the highest light intensity. In May, 2010 we introduced a
new light named the V-Ray that has a 9,000 foot candle beam and is the
brightest light yet produced by SheerVision. The initial sales of this new
product have so far been encouraging. We believe that this product will become
an integral part of our future light sales.
Critical
Accounting Policies
Our
interim unaudited condensed consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of our financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosures. We base our estimates on historical
experience and various other assumptions that are believed 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. Actual results may differ from these
estimates. Below is a brief description of our critical accounting
policies:
Accounts
Receivable
Accounts
receivable are reported net of any write-off for uncollectible accounts.
Accounts are written off when significantly past due after exhaustive efforts at
collection.
Revenue
Recognition
Our
surgical loupes and lighting products need no installation and are ready for use
upon receipt by the customer. Products sold are delivered by shipments made
through common carrier and revenue is recognized upon shipment to the customer.
Discounts and sales incentives are recognized as a reduction of revenue at the
time of sale. We offer an unconditional satisfaction guarantee for a 30-day
period and permit product returns within 30 days of purchase, at which time
returns are accepted and refunds are made. Shipping charges and special orders
are nonrefundable. Allowances for returns are provided for based upon an
analysis of our historical patterns of product returns. To date, there have been
no significant product returns and such returns have been within our
estimates.
5
Inventory
Inventory
is stated at the lower of cost (first-in, first-out method) or market and
consists of finished goods. Materials associated with the manufacturing of our
product lines are readily available within the US and international markets with
relatively short ordering cycles and therefore inventory on hand normally
represents a two to three month selling cycle. Inventory valuations depend on
quantities on hand, sales history and expected near term sales prospects. On a
regular basis, we evaluate inventory balances for excess quantities and
obsolescence by analyzing estimated demand, inventory on hand, sales levels and
other information. Based on these evaluations, inventory balances are reduced,
if necessary.
Income
Taxes
We
account for income taxes using the liability method as prescribed by Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes.
Deferred income taxes reflect temporary differences in reporting assets and
liabilities for income tax and financial accounting purposes. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.
In
January 2010, the Financial Accounting Standards Board ("FASB") issued updated
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. This update requires new disclosures on
significant transfers of assets and liabilities between Level 1 and
Level 2 of the fair value hierarchy (including the reasons for these
transfers) and the reasons for any transfers in or out of Level 3. This
update also requires a reconciliation of recurring Level 3 measurements
about purchases, sales, issuances and settlements on a gross basis. In addition
to these new disclosure requirements, this update clarifies certain existing
disclosure requirements. For example, this update clarifies that reporting
entities are required to provide fair value measurement disclosures for each
class of assets and liabilities rather than each major category of assets and
liabilities. This update also clarifies the requirement for entities to disclose
information about both the valuation techniques and inputs used in estimating
Level 2 and Level 3 fair value measurements. This update will become
effective for the Company with the interim and annual reporting period beginning
January 1, 2010, except for the requirement to provide the Level 3
activity of purchases, sales, issuances, and settlements on a gross basis, which
will become effective for the Company with the interim and annual reporting
period beginning January 1, 2011. The Company will not be required to
provide the amended disclosures for any previous periods presented for
comparative purposes. Other than requiring additional disclosures, adoption of
this update will not have a material effect on the Company's consolidated
financial statements.
Results
of Operations
The
following table sets forth, for the periods indicated, financial information
related to operations, as well as expressed as a percentage of our net
sales:
NINE MONTHS ENDED MAY 31,
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Net
Sales
|
$ | 2,228 | 100.0 | % | $ | 2,885 | 100.0 | % | ||||||||
Cost
of Goods Sold
|
691 | 31 | % | 1,090 | 37.8 | % | ||||||||||
Gross
Profit
|
1,537 | 69 | % | 1,795 | 62.2 | % | ||||||||||
Operating
Expenses
|
||||||||||||||||
Selling
& Marketing Expenses
|
779 | 35.0 | % | 746 | 25.9 | % | ||||||||||
General
& Administrative Expenses
|
929 | 41.7 | % | 1,158 | 40.1 | % | ||||||||||
Total
Operating Expenses
|
1,708 | 76.7 | % | 1,905 | 66.0 | % | ||||||||||
(Loss)
from Operations
|
(171 | ) | (7.7 | ) % | (110 | ) | (3.8 | )% | ||||||||
Other
(Income)/Expense
|
47 | 2.0 | % | 120 | 4.2 | % | ||||||||||
Provision
(Benefit) for Income Taxes
|
(1.6 | ) | 0 | % | (2 | 0 | % | |||||||||
Net
Income (Loss)
|
$ | (126 | ) | (5.7 | ) % | $ | 8 | 0.4 | % |
6
While net
sales for the nine months ended May 31, 2010 are 23% lower than the same period
in 2009, net sales in the third quarter of 2010 continued an upward trend with
net sales in the third quarter of 2010 up 297% on the net sales of the first
quarter of 2010. We believe that the first quarter of 2010 was the low point for
the Company’s sales caused by the economic slowdown and the disappointing
performance of our private label brand sales. Light sales continue to improve
over all prior performances and have become our leading revenue producer. After
adding a new manufacturer capable of producing the quantity of LED lighting
systems currently demanded by our customers, we have been able to reduce the
time it takes to fulfill orders for the LED light systems.
Continued
cost containment efforts that lowered general and administrative expenses helped
improve margins but the Company’s revenues still did not allow us to
achieve an operating profit. We showed an operating loss of $171,000 for
the nine months ended May 31, 2010.
We
continue to concentrate efforts on reducing operating costs and building our
direct sales force. These efforts are still in place.
We have
increased the retail sales force and for the first time, we have representatives
servicing the Eastern Seaboard. The number of tradeshows that we attend has also
increased. However, by having sales representatives in different parts of the
country, we believe that our travel expenses will continue to run below prior
year levels.
Management
believes that we have positioned ourselves for steady sales growth during fiscal
year 2010 and through the cost cutting measures already established, we expect
to be in a stronger financial position by the end of the fiscal
year.
Nine
Months Ended May 31, 2010 Compared to the Nine Months Ended May 31,
2009
Net
Sales
Net Sales
decreased by $656,997 or 22.8%, from $2,885,255 for the nine months ended May
31, 2009 to $2,228,258 for the nine months ended May 31, 2010. The decrease
during this period was principally due to a decrease in purchase orders from our
largest distributor. During the first quarter of 2009, our largest distributor,
who was then a relatively new strategic partner, was still building up its
inventory for initial purchases and for use by its salespeople. In addition, as
a result of the impact of the general economic downturn this distributor reduced
its inventory levels for items that were not selling as well as originally
projected and discounted products to drive sales in a more price-conscious
market. Reduced net sales were also more generally attributable to the general
economic downturn, the effect of which we felt more fully during the first six
months of fiscal 2010. Our decrease in net sales during the nine months ended
May 31, 2010 was partially offset by an increase in net sales during the three
months ended May 31, 2010.
Gross
Profit
Gross
profit decreased by $257,944 or 14.4%, from $1,795,313 for the nine months ended
May 31, 2009 to $1,537,369 for the nine months ended May 31, 2010. Gross margin
was up however to 69% of net sales for the nine month period ended May 31, 2010
compared to 62% of net sales for the nine month period ended May 31, 2009. The
decrease in gross profits during the nine months ended May 31, 2010 was
attributable mainly to a reduction in overall purchase orders from our largest
distributor and lower per unit sales prices.
Operating
Expenses
Operating
expenses, which include selling and marketing expenses and general and
administrative expenses decreased by $196,218 or 10.3%, to $1,708,591 for the
nine months ended May 31, 2010 as compared to $1,904,809 for the nine months
ended May 31, 2009.
Selling
and marketing expenses were $779,150 for the nine months ended May 31, 2010,
an increase of $32,717 or 4.4%, compared with $746,433 for the nine months
ended May 31, 2009. The increase of selling and marketing expenses was
attributable to increased salaries as a result of the expansion of our direct
sales team.
7
General
and administrative expenses were $929,441 for the nine months ended May 31,
2010 a decrease of $228,935 or 19.8% compared to $1,158,376 for the nine
months ended May 31, 2009. The decrease in general and administrative expenses
was principally attributable to the reduction in salary payments due
to the departure of our former President and Secretary and a reduction in
external accounting costs. As a result of the expansion of our direct sales
team, we expect to increase our attendance at trade shows.
Income
(Loss) from Operations
The net
loss from operations for the nine months ended May 31, 2010 increased by $61,726
or 56.4% to $171,222 as compared to $109,496 for the nine months ended May 31,
2009. This decline was primarily due to the decline in sales to our largest
distributor year-over-year. As new revenue sources develop during this fiscal
year, we expect these year-over-year numbers to improve.
Other Income
(Expense)
Other
income for the nine months ended May 31, 2010 decreased by $73,233 or 60.9% to
other income of $46,932 from other income of $120,165 for the nine months ended
May 31, 2009. This decrease in other income was primarily due to a mark to
market adjustment of $57,979 for our derivative financial instruments as a
result of the decrease in fair value of stock warrants from the decrease in our
stock price. This is a non-cash transaction that has no impact on operational
performance. In addition, during the six months ended February 28, 2009, we
received a one-time payment of $126,797 for an insurance settlement arising out
of a claim filed by us partially reimbursing legal expenses incurred in the
defense of a competitor lawsuit.
Net
Income (Loss)
The net
loss for the nine months ended May 31, 2010 was $125,890 compared with net
income of $8,269 for the nine months ended May 31, 2009. The net loss per
share was $0.02 for the nine months ended May 31, 2010, compared with a net loss
per share of $0.01 for the nine months ended May 31, 2009.
Three
Months Ended May 31, 2010 Compared to the Three Months Ended May 31,
2009
Net
Sales
Net Sales
increased by $109,280 or 13%, from $841,533 for the three months
ended May 31, 2009 to $950,813 for the three months ended May 31, 2010. The
increase in net sales during this period was mainly attributable to the addition
of new members to our direct sales team as well as increased orders from our
major OEM customer. With the recent hiring of new direct sales
representatives, the Company expects to continue this trend in the coming
quarters.
Gross
Profit
Gross
profit increased by $81,752 or 14.7%, from $558,014 for the three months ended
May 31, 2009 to $639,766 for the three months ended May 31, 2010. Gross
margin was 67.3% of net sales for the three-month period ended May 31, 2010
compared to 66.3% of net sales for the three-month period ended May 31, 2009.
The increase in gross profit is attributable to increased net
sales.
Operating
Expenses
Operating
expenses, which include selling and marketing expenses and general and
administrative expenses increased by $9,423 or 1.5%, to $626,683 for the three
months ended May 31, 2010 as compared to $617,260 for the three months
ended May 31, 2009.
Selling
and marketing expenses were $308,253 for the three months ended May 31, 2010, an
increase of $88,676 or 40.4%, compared with $219,577 for the three
months ended May 31, 2009. The increase of selling and marketing expenses was
attributable to increased salaries as a result of the expansion of our direct
sales team.
General
and administrative expenses were $318,430 for the three months ended May 31,
2010 a decrease of $79,253, or 19.9% compared to $397,683 for the three
months ended May 31, 2009. The decrease in general and administrative expenses
was principally attributable to the reduction in salary payments due to the
departure of our former President and Secretary and a reduction in external
accounting costs.
8
Income
(Loss) from Operations
Income
from operations for the three months ended May 31, 2010 increased by $72,329 or
122.1% to $13,083 as compared to a loss of $59,246 for the three months ended
May 31, 2009.
Other
Income (Expense)
Other
income for the three months ended May 31, 2010 increased by $389,373 to other
income of $387,727 from other expense of $1,646 for the three months ended May
31, 2009. This increase in income was primarily due to a mark to market
adjustment of $388,777 for our derivative financial instruments as a result of
the decrease in fair value of stock warrants from the decrease in our stock
price. This is a non-cash transaction that has no impact on operational
performance.
Net
Income (Loss)
The net
income for the three months ended May 31, 2010 was $400,810 compared with a net
loss of $62,492 for the three months ended May 31, 2009. The net income per
share was $0.03 for the three months ended May 31, 2010, compared with a net
loss per share of $0.01 for the three months ended May 31, 2009.
Liquidity
and Capital Resources
We assess
our liquidity by our ability to generate cash to fund operations. Significant
factors in the management of liquidity are: funds generated by operations;
levels of accounts receivable; inventories, accounts payable and capital
expenditures; adequate lines of credit; and financial flexibility to attract
long-term capital on satisfactory terms. As of May 31, 2010, we had a cash
overdraft of $47,714.
To date,
we have financed operations principally through lines of credit and equity
capital. Our ability to generate positive operational cash flow is dependent
upon increasing revenues through the sales of existing product lines. Our
historical uses of cash have primarily been for operations, capital
expenditures, and payments of principal and interest on outstanding debt
obligations.
The
accompanying interim unaudited condensed consolidated financial statements have
been prepared assuming we will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in
the ordinary course of business. As of May 31, 2010, we had an accumulated
deficit of $5,895,287 and negative working capital of $979,875. These
factors, among others, raise doubt about our ability to continue as a going
concern.
However,
taking all significant financial indicators into account, we are aggressively
expanding our direct sales force to the medical and dental markets and are
striving to contain costs building upon the cost savings that were achieved
during fiscal 2009. International sales are also on the increase due to the
addition of a full-time dedicated international sales manager in 2009. We expect
to see an improvement in our working capital position going forward because of
these adaptations to our sales strategy.
Net cash
used in operating activities was $33,075 for the nine months ended May 31, 2010
as compared to net cash provided by operating activities of $81,073 for the nine
months ended May 31, 2009. The decrease was attributable to a one-time
payment of $126,797 for an insurance settlement arising out of a claim filed by
us partially reimbursing legal expenses incurred in the defense of a competitor
lawsuit.
We repaid
$30,000 in principal of our line of credit during the nine months ended May 31,
2010, and expect to retire the remaining balance of the line of credit, which
currently is $40,000 plus accrued interest, by the end of the calendar year
2010. Payment of dividends on Series A Preferred Stock in the amount of $982,009
are not anticipated to be paid within the next 12 months.
Contractual
Obligations
We lease
space under a non-cancellable lease expiring June 15, 2014. The lease obligation
based on minimum monthly rents is expected to be as follows:
9
Fiscal Years Ended
|
||||
2010
|
77,497 | |||
2011
|
77,497 | |||
$ | 154,994 |
Rent
expense for the nine months ended May 31, 2010 and May 31, 2009 was $58,123 and
$40,347 respectively.
Off
Balance Sheet Arrangements
We have
no off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are
exposed to certain financial market risks, including changes in interest rates.
All of our revenue, expenses and capital spending are transacted in U.S.
dollars. Our exposure to market risk for changes in interest rates relates
primarily to our cash and cash equivalent balances. The majority of our
investments are in short-term instruments and subject to fluctuations in US
interest rates. Due to the nature of our short-term investments, we believe that
there is no material risk exposure.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this report. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is (i) recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal controls over financial reporting which occurred
during the most recent fiscal quarter covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
10
ITEM
1.
|
LEGAL
PROCEEDINGS
|
None.
ITEM
2.
|
UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
On June
23, 2010, we agreed to grant to a third-party shareholder, who has extended to
us a line of credit, an additional warrant to acquire 75,000 shares of our
common stock at an exercise price of $0.05 per share. We believe that such
transaction was exempt from the registration requirements of the Securities Act
of 1933, as amended, by virtue of Section 4(2) thereof and/or Rule 506 of
Regulation D promulgated thereunder.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
|
ITEM
5.
|
OTHER
INFORMATION
|
Exhibit 31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
Exhibit
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
Exhibit
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.
|
|
Exhibit
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.
|
11
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHEERVISION,
INC.
|
|
Registrant
|
|
Dated:
July 20, 2010
|
|
/s/ Suzanne Lewsadder
|
|
Suzanne
Lewsadder,
Chief
Executive Officer
|
Date:
July 20, 2010
|
/s/ Patrick Adams
|
Patrick
Adams
|
|
Chief
Financial Officer
|
12