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EX-31.1 - MEDISAFE 1 TECHNOLOGIES CORP | v201753_ex31-1.htm |
EX-32.2 - MEDISAFE 1 TECHNOLOGIES CORP | v201753_ex32-2.htm |
EX-32.1 - MEDISAFE 1 TECHNOLOGIES CORP | v201753_ex32-1.htm |
EX-31.2 - MEDISAFE 1 TECHNOLOGIES CORP | v201753_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarter ended September 30 . 2010
¨ TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from _____ to _____
Commission
file number
Medisafe
1 Technologies Corp
(Exact
name of registrant as specified in its charter)
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
Deleware
|
46-0523031
|
c/o Jacob
Elhada
5A
Hataltan Street
Jerusalem
, Israel 96926
Phone
Number 972-77-3318877
Fax
number 972-77-3318879
(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 ¨
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
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
As
of November 15 , 2010 , 50,000,000 shares of common stock,
par value $0.0001 per share, were issued and outstanding.
TABLE
OF CONTENTS
Page
|
||
PART
I
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||
Item
1. Financial Statements
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F-1
|
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
|
3
|
|
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
|
5
|
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Item
4 Controls and Procedures
|
6
|
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PART
II
|
||
Item
1. Legal Proceedings
|
6
|
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Item
IA. Risk Factors
|
6
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
6
|
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Item
3. Defaults Upon Senior Securities
|
6
|
|
Item
4. Submission of Matters to a Vote of Security Holders
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7
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Item
5. Other Information
|
7
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Item
6. Exhibits
|
7
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2
PART
I
FINANCIAL
INFORMATION
INDEX
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
Financial
Statements-
|
|
Balance Sheets as of September
30, 2010 and December 31, 2009
|
F-2
|
Statements
of Operations for the Three Months and Nine Months Ended
|
|
September
30, 2010 and 2009 and Cumulative from Inception
|
F-3
|
Statement
of Changes in Stockholders’ (Deficit) for the Period from
Inception
|
|
Through
September 30, 2010
|
F-4
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2010
|
|
And
2009 and Cumulative from Inception
|
F-5
|
Notes
to Financial Statements
|
F-6
|
F-1
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
AS
OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
As of
|
As of
|
|||||||
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 50,463 | $ | 600 | ||||
Deferred
offering costs
|
- | 20,000 | ||||||
Total
current assets
|
50,463 | 20,600 | ||||||
Total
Assets
|
$ | 50,463 | $ | 20,600 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
Payable and accrued liabilities
|
$ | 35,496 | $ | 20,214 | ||||
Total
current liabilities
|
35,496 | 20,214 | ||||||
Loans
from related parties - directors and stockholders
|
11,226 | 20,100 | ||||||
Loans
from related parties - directors and stockholders -
Patent
|
101,800 | 101,800 | ||||||
Total
liabilities
|
148,522 | 142,114 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
(Deficit):
|
||||||||
Common
stock, par value $.0001 per share, 200,000,000 shares authorized;
50,000,000 and 30,000,000 shares issued and outstanding,
respectively
|
5,000 | 3,000 | ||||||
Additional
paid-in capital
|
75,600 | (2,400 | ) | |||||
(Deficit)
accumulated during the development stage
|
(178,659 | ) | (122,114 | ) | ||||
Total
stockholders' (deficit)
|
(98,059 | ) | (121,514 | ) | ||||
Total
Liabilities and Stockholders' (Deficit)
|
$ | 50,463 | $ | 20,600 |
The
accompanying notes to financial statements
are an
integral part of these statements.
F-2
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2010
AND
2009 AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)
THROUGH
SEPTEMBER 30, 2010
(Unaudited)
Three Months Ended
|
Nine Months Ended
|
Cumulative
|
||||||||||||||||||
September 30,
|
September 30,
|
From
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
Inception
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses:
|
||||||||||||||||||||
Research
and development
|
9,166 | 101,800 | 9,166 | 101,800 | 110,966 | |||||||||||||||
Professional
fees
|
19,934 | 3,500 | 31,400 | 3,500 | 41,150 | |||||||||||||||
Consulting
|
8,000 | 6,100 | 8,280 | 6,100 | 14,380 | |||||||||||||||
Filing
fees
|
- | - | 4,623 | - | 7,587 | |||||||||||||||
Investor
relations
|
1,775 | - | 1,775 | - | 1,775 | |||||||||||||||
Legal
- incorporation
|
- | 1,500 | - | 1,500 | 1,500 | |||||||||||||||
Other
|
768 | - | 898 | - | 898 | |||||||||||||||
Total
general and administrative expenses
|
39,643 | 112,900 | 56,142 | 112,900 | 178,256 | |||||||||||||||
(Loss)
from Operations
|
(39,643 | ) | (112,900 | ) | (56,142 | ) | (112,900 | ) | (178,256 | ) | ||||||||||
Other
Income (Expense)
|
(228 | ) | - | (403 | ) | - | (403 | ) | ||||||||||||
Provision
for income taxes
|
- | - | - | - | - | |||||||||||||||
Net
(Loss)
|
$ | (39,871 | ) | $ | (112,900 | ) | $ | (56,545 | ) | $ | (112,900 | ) | $ | (178,659 | ) | |||||
(Loss)
Per Common Share:
|
||||||||||||||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
50,000,000 | 28,255,814 | 38,937,729 | 28,255,814 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-3
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR
THE PERIOD FROM INCEPTION (JULY 7, 2009)
THROUGH
SEPTEMBER 30, 2010
(Unaudited)
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common stock*
|
Paid-in
|
Development
|
||||||||||||||||||
Description
|
Shares
|
Amount
|
Capital
|
Stage
|
Totals
|
|||||||||||||||
Balance
- July 7, 2009
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash
|
30,000,000 | 3,000 | (2,400 |
)
|
- | 600 | ||||||||||||||
Net
(loss) for the period
|
- | - | - | (122,114 | ) | (122,114 | ) | |||||||||||||
Balance
- December 31, 2009
|
30,000,000 | $ | 3,000 | $ | (2,400 |
)
|
$ | (122,114 | ) | $ | (121,514 | ) | ||||||||
Common
stock issued for cash
|
20,000,000 | 2,000 | 78,000 | - | 80,000 | |||||||||||||||
Net
(loss) for the period
|
- | - | - | (56,545 | ) | (56,545 | ) | |||||||||||||
Balance
- September 30, 2010
|
50,000,000 | 5,000 | $ | 75,600 | (178,659 | ) | (98,059 | ) |
* Post
forward stock split
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-4
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010,
AND
2009 AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)
THROUGH
SEPTEMBER 30, 2010
(Unaudited)
Nine Months Ended
|
Cumulative
|
|||||||||||
September 30,
|
From
|
|||||||||||
2010
|
2009
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (56,545 | ) | $ | (112,900 | ) | $ | (178,659 | ) | |||
Adjustments
to reconcile net (loss) to net cash
|
||||||||||||
(used
in) operating activities:
|
||||||||||||
Changes
in net assets and liabilities-
|
||||||||||||
Deferred
offering costs
|
20,000 | - | - | |||||||||
Accounts
Payable and accrued liabilities
|
15,282 | 28,000 | 35,496 | |||||||||
Net
Cash Provided by (Used in) Operating Activities
|
(21,263 | ) | (84,900 | ) | (143,163 | ) | ||||||
Investing
Activities:
|
- | - | - | |||||||||
Net
Cash Used in Investing Activities
|
- | - | - | |||||||||
Financing
Activities:
|
- | |||||||||||
Proceeds
from shareholder loans
|
(8,874 | ) | 84,900 | 113,026 | ||||||||
Proceeds
from stock issued
|
80,000 | 600 | 80,600 | |||||||||
Net
Cash Provided by Financing Activities
|
71,126 | 85,500 | 193,626 | |||||||||
Net
(Decrease) Increase in Cash
|
49,863 | 600 | 50,463 | |||||||||
Cash
- Beginning of Period
|
600 | - | - | |||||||||
Cash
- End of Period
|
$ | 50,463 | $ | 600 | $ | 50,463 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental
Schedule of Noncash Investing and Financing Activities:
|
||||||||||||
Accruals
were incurred for deferred offering costs.
|
$ | 20,000 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-5
MEDISAFE
1 TECHNOLOGIES CORP.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Medisafe
1 Technologies Corp. (“Medisafe 1 Technologies” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on July 7,
2009. The business plan of the Company is to develop a commercial application of
the design in a patent titled “Protector for administering medicine” which is a
device that prevents errors in administering medications. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device. The accompanying financial statements of
Medisafe 1 Technologies were prepared from the accounts of the Company under the
accrual basis of accounting.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of September 30, 2010, and for
the periods then ended, and cumulative from inception, are unaudited. However,
in the opinion of management, the interim financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company’s financial position as of September 30, 2010, and
the results of its operations and its cash flows for the periods ended September
30, 2010 and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2010. The accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company’s audited financial statements as of
December 31, 2009, filed with the SEC, for additional information, including
significant accounting policies.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended September 30, 2010.
F-6
Income
Taxes
The
Company accounts for income taxes pursuant to FASB Accounting Standards
Codification ("ASC") 740. Deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of September 30, 2010, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company expenses the costs associated with obtaining a patent or other
intellectual property purchased for research and development and has no
alternative future use.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended June 30, 2010, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
F-7
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2010, and expenses for the period ended
September 30, 2010, and cumulative from inception. Actual results could differ
from those estimates made by management.
Recent Accounting
Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
F-8
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent titled “Protector for administering medicine” which is a
device that prevents errors in administering medications. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
On July
15, 2009, the Company entered into a Patent Transfer and Sale Agreement whereby
the Company acquired all of the rights, title and interest in the patent known
as the “Protector for administering medicine” for consideration of $100,000 plus
legal fees of $1,800. The United States Patent Application 7,347,841 was issued
on March 25, 2008.
The
Company has commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 20,000,000 shares (post forward stock split) of newly issued common
stock at an offering price of $0.025 per share for proceeds of up to $500,000.
The Registration Statement was declared effective March 11, 2010. On June 1,
2010 the Company issued 20,000,000 shares (post forward stock split) of common
stock pursuant to the Registration Statement on Form S-1, and received proceeds
of $100,000. The Company incurred $20,000 of deferred offering costs
related to this capital formation activity.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of September, 2010, the
cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(3) Patent
On July
15, 2009, the Company entered into a Patent Transfer and Sale Agreement with two
of the Company's directors, whereby the Company acquired all of the rights,
title and interest in the patent known as the “Protector for administering
medicine” for consideration of $100,000 plus legal fees of $1,800. The United
States Patent Application 7,347,841 was issued on March 25, 2008. Under the
terms of the Patent Transfer and Sale Agreement, the Company was assigned rights
to the patent free of any liens, claims, royalties, licenses, security interests
or other encumbrances. The assignment of the patent was recorded at the U.S.
Patent and Trademark Office on August 12, 2009. As of September 30, 2010, the
historical cost of obtaining the patent, ($100,000) and legal fees ($1,800) for
acquiring the patent were expensed as research and development
costs.
(4) Loans from Related Parties -
Directors and Stockholders
As of
September 30, 2010, loans from directors, who are also stockholders of the
Company, amounted to $113,026. Of this total $101,800 was used for payments to
acquire a patent and $11,226 represented working capital advances.
The loans
are unsecured, non-interest bearing, and due 24 months from the date of each
loan, however the parties have agreed to extend the loans for an additional
twelve months.
F-9
(5) Common Stock
On July 12, 2009, the Company issued
30,000,000 shares (post forward stock split) of its common stock to three
individuals who are directors and officers for proceeds of
$600.
The
Company has commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 20,000,000 shares (post forward stock split) of newly issued common
stock at an offering price of $0.025 per share for proceeds of up to $500,000.
The Registration Statement was declared effective March 11, 2010. On June 1,
2010 the Company issued 20,000,000 shares (post forward stock split) of common
stock pursuant to the Registration Statement on Form S-1, and received proceeds
of $100,000. The Company incurred $20,000 of deferred offering costs
related to this capital formation activity.
On
September 20, 2010, the Company implemented a 5 for 1 forward stock split
on its issued and outstanding shares of common stock to the holders of record as
of September 17, 2010. As a result of the split, each holder of record on the
record date automatically received four additional shares of the Company’s
common stock. After the split, the number of shares of common stock issued and
outstanding were 50,000,000 shares. The accompanying financial statements and
related notes thereto have been adjusted accordingly to reflect this forward
stock split.
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended September 30, 2010,
and 2009 was as follows (assuming a 23% effective tax rate):
2010
|
2009
|
|||||||
Current
Tax Provision:
|
||||||||
Federal-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforwards
|
$ | 13,005 | $ | 25,967 | ||||
Change
in valuation allowance
|
(13,005 | ) | (25,967 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - |
The
Company had deferred income tax assets as of September 30, 2010 and December 31,
2009, as follows:
2010
|
2009
|
|||||||
Loss
carryforwards
|
$ | 41,092 | $ | 28,086 | ||||
Less
- Valuation allowance
|
(41,092 | ) | (28,086 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended September 30, 2010 and December 31, 2009, because it is not
presently known whether future taxable income will be sufficient to utilize the
loss carryforwards.
As of
September 30, 2010 the Company had approximately $178,659 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2030.
F-10
(7) Related Party
Transactions
As
described in Note 4, as September 30, 2010, the Company owed $113,026 to
Directors, officers, and principal stockholders of the Company.
On July
15, 2009, the Company entered into a Patent Transfer and Sale Agreement to
purchase the patent from one of the Company's directors and a brother of the
other director, whereby the Company acquired all of the rights, title and
interest in the patent known as the “Protector for administering medicine” in
consideration of $100,000.
(8) Commitments
On August
27, 2009, the Company entered into a Transfer Agent and Registrar Agreement with
Nevada Agency and Trust Company (“NATCO”) for transfer agent services. Under the
Agreement, the Company is obligated to pay annual fees of $1,800 in addition to
standard service fees for transfer agent services received. The agreement can be
terminated by either party at any time.
F-11
Item
2. Management’s Discussion and Analysis or Plan of Operations.
As used
in this Form 10-Q, references to the “Medisafe 1 Technologies Corp “we,” “our”
or “us” refer to Medisafe 1 Technologies Corp .
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
For a
description of such risks and uncertainties refer to our Registration Statement
on Form S-1, filed with the Securities and Exchange Commission . While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Corporate
Background
We were
incorporated in Delaware on July 7, 2009 and are a development stage company. On
July 15, 2009, we entered into an exclusive worldwide patent sale agreement (the
"Patent Transfer and Sale Agreement ") with Yisrael Elhadad and Yisrael Gottlieb
, in relation to a patented technology (Patent Number: 7,347,841) for a medical
assembly and a protector, or locking mechanism, that is intended to ensure that
the substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient. The Medisafe
technology has the potential to be adopted as a standard in all major markets,
making a decisive contribution towards the elimination of errors from injectable
medication. It was transferred to Medisafe 1 Technologies Ltd. in exchange for a
commitment to pay Yisrael Elhadad and Yisrael Gottlieb , US $100,000 (One
hundred thousand United States Dollars), according to the condition specified in
the Patent Transfer and Sale Agreement related to the Patent Number:
7,347,841.
The
Medisafe 1 Technologies Corporation invention, based on a patented technology,
is a medical assembly which may effectively prevent unauthorized administration
of a drug or medicinal substance by hypodermic needle. It accomplishes this by
taking a medical assembly and incorporating a locking mechanism that is intended
to ensure the substance cannot be released from the hypodermic needle without
positive pre-matching between the substance and the specific patient, identified
by bar-coding or other identification technology. Since some human interaction
will be required in the labeling, administering, and using the intended device,
Medisafe 1 cannot entirely remove the risk of human error. It is expected that
the system can be applied not only to hypodermic needles, but also to any
assembly for storing any kind of medicine.
The
Company is currently in final negotiations with a
third party to manufacture a fully operational working valid
prototype.and will then work to develop and manufacture the Product and / or
license the manufacturing and related marketing and selling rights to a third
party
Our
Business
We were
incorporated in Delaware on July 7, 2009 and we are a development stage company.
We intend to engage in the manufacture and distribution of a medical assembly
and a protector, or locking mechanism, that is intended to ensure that the
substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient using a patented
technology. We currently have two outside consultants other than our
officers, who are also our Directors .
3
A Patent
Transfer and Sale Agreement was signed between Yisrael Elhadad , Yisrael
Gottlieb and Medisafe 1 Technologies Corp. on July 15, 2009, granting Medisafe 1
Technologies Corp. exclusive rights, title and interest in and to the Patent
Application (Patent Number: 7,347, 841) and all Intellectual Property rights,
free and clear of any lien, charge, claim, preemptive rights, etc. for a medical
assembly and a protector, or locking mechanism, that is intended to ensure that
the substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient
The
principle features of the design will include a protector which fits over a
proportion of the medicine assembly, a bar code and locking element, an
electrically operated device to control the locking element, and a connection to
a bar code reader. Finally, the protector will include an enclosure that
surrounds a container of medicine, whether it be intended for oral intake,
transdermal delivery or any other kind of medicinal administration.
The
invention, based on a patented technology, will represent a medical assembly
which may effectively prevent unauthorized administration of a drug or medicinal
substance by hypodermic needle. It will accomplish this by taking a medical
assembly and incorporating a locking mechanism that is intended to ensure the
substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient, identified by
bar-coding or other identification technology. The system is expected to be
applied not only to hypodermic needles, but also to any assembly for storing any
kind of medicine. Since some human interaction will be required in the labeling,
administering, and using the intended device, Medisafe 1 cannot entirely remove
the risk of human error.
The bar
code may be printed on any suitable portion of the protector. The term "bar
code" refers not just to a straightforward bar code, but to any optically or
machine readable code or character, such as a magnetic strip or
computer-recognizable code.
The
locking element will be electrically operated and opened by means of a bar code
reader which reads the bar code and generates an appropriate electrical signal.
The electrically operated element may be a solenoid, or alternatively it may be
mechanically-operated, hydraulically-operated or pneumatically or any
combination thereof. The protector may include more than one section, each
selectively lockable to one another by means of a locking element.
Importantly,
the bar code may be specific to a certain patient and certain medicine. The
medical practitioner should be able to use the bar code reader to read the bar
code prior to using the medicine assembly. The locking element will only open if
the bar code read by the bar code reader is associated with the correct patient
and medicine.
Employees
Other
than our current Directors and officers, we have two outside
consultants .
Transfer
Agent
We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
Plan
of Operation
General
Working Capital
The
Company has raised $100,000 in the second quarter of 2010 pursuant to the
effective S1 registration statement filed with the SEC
4
We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops, we
believe that we will have sufficient funds available to satisfy working capital
needs through the current offering and lines of credit and the funds
expected from equity sales.
Liquidity
and Capital Resources
Our
balance sheet as of September 30 , 2010 reflects cash in the amount
of $50,463. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to date.
The operating expenses and net loss for the nine months ended
September 30 2010 and 2009 amounted to $56,142 , $56,545 , and
$112,900 respectively .
We
expect to incur a minimum of $200,000 in expenses during the next
twelve months of operations. Accordingly, we will have to raise the
funds to pay for these expenses. We might do so through a private offering . We
potentially will have to issue debt or equity or enter into a strategic
arrangement with a third party.
Going
Concern Consideration
Our
auditors have issued an opinion on our annual financial statements which
includes a statement describing our going concern status. This means that there
is substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and
Qualitative Disclosures About Market Risk.
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
5
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
and accounting officers have reviewed the effectiveness of our “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934
Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this
Quarterly Report on Form 10-Q and have concluded that the disclosure controls
and procedures are effective to ensure that material information relating to the
Company is recorded, processed, summarized, and reported in a timely manner.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the last day they
were evaluated by our principal executive officer and principal financial and
accounting officer.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
1A. Risk Factors
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
None.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Use
of Proceeds
None
Item
3. Defaults Upon Senior Securities.
None.
6
Item
4. Submission of Matters to a Vote of Security Holders.
There was
no matter submitted to a vote of security holders during the
nine months ended September 30 ,2010.
Item
5. Other Information.
The
Company effected a 1-5 forward split on its common shares in the form of a
common stock dividend declared by the Directors of the Company during
the third quarter of 2010
Item
6. Exhibits
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
|
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley (filed herewith)
|
|
32.2
|
|
Certification
of Principal Financial and Accounting Officer pursuant to Section 906 of
the Sarbanes-Oxley (filed herewith)
|
7
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.
Date:
November 15 , 2010
|
Medisafe
1 Technologies Corp
|
|
By:
|
/s/ Jacob Elhadad
|
|
Name:
Jacob Elhadad
|
||
Title:
President and Director
|
||
(Principal
Executive Officer)
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date November
15 , 2010
|
By:
|
/s/ Jacob Elhadad
|
Name:
Jacob Elhadad
|
||
Title:
President and Director
|
||
(Principal
Executive Officer)
|
Date:
November 15 , 2010
|
By:
|
/s/ Yisrael
Gottlieb
|
Name:
Yisrael Gottlieb
|
||
Title: Secretary
and Director
|
||
(Principal Internal
Accounting and Financial
Officer)
|
8