Metabolic Research, Inc. - FORM 10-Q - December 17, 2010

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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Metabolic Research, Inc.exhibit_32-1.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Metabolic Research, Inc.exhibit_31-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Metabolic Research, Inc.exhibit_31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended September 30, 2010

OR

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

For the transition period from ________ to _________
 
Commission file number 000-25879

Metabolic Research, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
20-8050263
(State or other jurisdiction of
incorporation or organization 
(I.R.S. Employer
Identification Number)
 
2602 E 7th Ave Tampa, Florida 33605
(Address of principal executive offices)
 
Registrant's telephone number, including area code: (813) 990-8202
 
 
  (Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o (Not Required)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
  
Accelerated filer
o
         
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes o No o
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
As of September  30, 2010, the Registrant has outstanding 60,408,009 shares of Common Stock.

 

 
1
 

 
 INDEX
   
Page No.
     
PART I. 
FINANCIAL INFORMATION
3
     
ITEM 1.
FINANCIAL STATEMENTS
3
     
 
Condensed Consolidated Balance Sheet as of September 30, 2010 (unaudited) and December 31, 2009
3
     
 
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009
4
     
 
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2010 and 2009 
5
     
 
Notes to Unaudited Financial Statements
6
     
ITEM 2. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7
     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
8
     
ITEM 4(T).
CONTROLS AND PROCEDURES   
8
     
PART II. 
OTHER INFORMATION
9
     
ITEM 1.  
LEGAL PROCEEDINGS   
9
     
ITEM 1A.
RISK FACTORS 
9
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
9
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES   
10
     
ITEM 4.  
SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS  
10
     
ITEM 5. 
OTHER INFORMATION    
10
     
ITEM 6. 
EXHIBITS 
10
     
SIGNATURES   
10


 
 
 

 
2
 

PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

 
METABOLIC RESEARCH, INC
CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2010 and December 31, 2009
             
             
             
   
September 30,
    
December 31,
  
ASSETS:
  
2010
    
2009
  
Current Assets
            
Cash and Cash Equivalent
  
$
28,006
    
$
84,686
  
Accounts Receivable
  
$
-25,725
    
$
441,715
  
Inventory
  
$
116,961
    
$
129,136
  
Deposits
  
$
      
$
4,807
  
Prepaid Consulting
  
$
      
$
443,898
  
Prepaid Financing
  
$
0
    
$
0
  
                 
     Total Current Assets
  
$
119,242
    
$
1,104,242
  
                 
Other Assets
                
Investments in IDZIN, Inc.
  
$
10,690
    
$
10,690
  
Furniture & Equipment
  
$
1,950
    
$
2,442
  
Communication Equipment
  
$
4,824
    
$
4,824
  
Patents and Trademarks
  
$
6,546,950
    
$
10,255,152
  
License
  
$
1,560,000
    
$
1,560,000
  
                 
     Total Other Assets
  
$
8,124,414
    
$
11,833,108
  
                 
     Total Assets
  
$
8,243,656
    
$
12,937,350
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
Current Liabilities
                
Accounts Payable
  
$
548,959
    
$
364,779
  
Credit Cards
  
$
5,923
    
$
11,531
  
Royalties Payable
  
$
17,264
    
$
378,185
  
Advances from Related Parties
  
$
      
$
9,692
  
Note - Debenture
  
$
0
    
$
0
  
Payroll Tax Liability
  
$
60,856
    
$
19,586
  
Due Directors*
  
$
12,607
    
$
43,404
  
Notes Payable
  
$
68,500
    
$
0
  
Derivative Liability
  
$
      
$
(36,056
)
                 
     Total Current Liabilities
  
$
714,109
    
$
791,121
  
                 
                 
Stockholders' Equity
                
Preferred Stock - $0.001 par value, 50,000,000 shares
                
     authorized:  9,815,000 issued and outstanding
  
$
9,815
    
$
9,815
  
Common Stock - $0.001 par value, 200,000,000 shares
                
     authorized:  60,408,009 shares issued and outstanding
  
$
60,408
    
$
52,495
  
 Additional paid in capital
  
$
14,997,501
    
$
14,997,501
  
Accumulated (deficit) during the development stage)
  
$
(6,585,124
)
  
$
(2,913,582
)
                 
     Total Stockholders' Equity
  
$
7,529,546
    
$
12,146,229
  
                 
     Total Liabilities and Stockholders' Equity
  
$
8,243,656
    
$
12,937,350
  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
·
Due to KC Quintana who resigned from the Board of Directors for personal reasons on September 14th 2010

 

 
3
 


METABOLIC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and nine months ended as of September 30, 2010 and 2009
                         
                         
                         
   
For the three months ended
    
For the nine months ended
  
   
September 30,
    
September 30,
  
   
2010
    
2009
    
2010
    
2009
  
                         
REVENUES:
                        
Net Sales
  
$
281,420
    
$
2,016,947
    
$
1,660,326
    
$
3,769,315
  
Cost of Sales
  
$
133,287
    
$
355,677
    
$
1,120,253
    
$
1,376,735
  
Gross Profit
  
$
148,133
    
$
1,661,270
    
$
540.073
    
$
2,392,580
  
                                 
COSTS AND EXPENSES:
                                
General and Administrative
  
$
213,149
    
$
792,488
    
$
723,510
    
$
1,617,151
  
Advertising Expense
  
$
23,440
    
$
185,093
    
$
76,556
    
$
836,382
  
Board of Directors Expense
  
$
0
    
$
0
    
$
0
    
$
0
  
Consulting Expense
  
$
33,099
    
$
101,679
    
$
113,099
    
$
460,008
  
Depreciation and Amortization
  
$
3036
    
$
492
    
$
6,072
    
$
1,476
  
Warehouse Expense
  
$
0
    
$
      
$
0
    
$
0
  
                                 
     Total Costs and Expenses
  
$
269,689
    
$
1,662,982
    
$
917,760
    
$
2,915,017
  
                                 
Operating Income (Loss)
  
$
(115,484
)
  
$
(1,712
)
  
$
(368,704
)
  
$
(522,437
)
                                 
OTHER INCOME (EXPENSE):
                                
Interest Expense
  
$
0
    
$
0
)
  
$
482
    
$
482
  
                                 
Income (Loss) before income taxes
  
$
(115,484
)
  
$
(1,712
)
  
$
(368,704
)
  
$
(522,919
)
     Provision for income taxes
  
$
0
    
$
0
    
$
0
    
$
0
  
                                 
Net Income(Loss)
  
$
(115,484
)
  
$
(1,712
)
  
$
(368,704
)
  
$
(522,919
)
                                 
Other comprehensive income:
                                
Derivative Items
          
$
0
    
$
68,358
    
$
68,358
  
Notes Receivable Write-Off
  
$
0
    
$
0
    
$
0
    
$
0
)
Net comprehensive Income (loss)
  
$
(115,484
)
  
$
(1,712
)
  
$
(368,704
)
  
$
(454,561
)
                                 
                                 
Net Income (loss) per common share
                                
     Basic and Diluted
  
$
0.000
    
$
0.010
    
$
0.000
    
$
0.000
  
Weighted average shares outstanding
                                
     Basic and Diluted
    
60,408,009
      
53,402,731
                  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
4
 
 
 
METABOLIC RESEARCH, INC
  
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  
for the three months ended as of September 30, 2010 and 2009
  
             
             
   
For the three months ended
  
   
September 30,
  
   
2010
    
2009
  
             
CASH FLOWS FROM OPERATING ACTIVITIES:
        
Net Income or (Loss)
  
$
(115,484
)
  
$
(1,712
)
Increase/(Decrease) in Accounts Receivable
  
$
(25,725)
    
$
243,137
  
Increase/(Decrease) in Prepaid Services
  
$
      
$
69,431
  
Increase/(Decrease) in Other Assets
          
$
    
Increase/(Decrease) in Credit Cards
  
$
5,923
      
818
  
Increase/(Decrease) Depreciation Expense
  
$
3,036
      
(495
)
Increase/(Decrease) in Payroll Liability
  
$
60,856
      
(33,916
)
Increase/(Decrease) Due Directors
  
$
(12,607)
      
41,922 
  
Increase/(Decrease) in Inventory
    
129,932 
    
$
0
  
(Increase)/Decrease in Accounts Payable
  
$
(714,109
)
  
$
(209,913
)
Increase/(Decrease) in Royalties Payable
  
$
(17,264
)
  
$
(106,445
)
Transactions not requiring cash:
                
Amortization of prepaid consulting fees
  
$
(68,366
)
    
(101,679
)
Accrued Interest
          
$
    
Prepaid Consulting
          
$
    
Increase/(Decrease) in Other Liabilities
          
$
    
Net cash (used in) operating activities
  
$
(115,484
)
  
$
(98,852
)
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
          
Acquisition of property and equipment
                
Net cash(used in)Investing Activities
  
$
0
    
$
0
  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
          
Proceeds from loans payable
                
Bank overdraft
                
Repayment of loans payable
          
$
    
Proceeds from loans payable-officers
          
$
    
Repayment of loans payable-officers
                
Common stock issued for services
                
Additional paid in capital issued for services
                
Common stock issued for cash
                
                 
Net cash provided by financing activities
  
$
0
    
$
    
                 
Net increase in cash and equivalents
  
$
(115,484
)
  
$
(98,852
)
                 
Cash and equivalents at beginning of period
  
$
93,521
    
$
57,094
  
                 
Cash and equivalents at end of period
  
$
(12,281
)
  
$
(41,758
)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 

 
5
 
METABOLIC RESEARCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)

GENERAL

Metabolic Research, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended September 30, 2010. Since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the form 10-K for the twelve months ended December 31, 2009.


DEVELOPMENTAL STAGE COMPANY

Metabolic Research, Inc. (the Company) is no longer considered a developmental stage company under SFAS 7. The Company has received substantial revenues from its planned principal operations.


UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit.  However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented.  The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
  
 
 
 
 
 
 
 

 
6
 

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

When used in this discussion, the words "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on  these forward-looking statements, and are urged to carefully review and consider the various disclosures elsewhere in this Form 10-Q. The provision of Section 27A of the Securities Act of 1933 and Section 21 of the Securities and Exchange Act of 1934 shall apply to any forward looking information in this Form 10-Q.

 
RESULTS OF OPERATIONS

Three Months Ended September 30, 2010 and September 30, 2009.

Revenues for the three months ended September 30, 2010 were $281,420 compared to $2,016,947 for the same period of 2009. Net Loss for the three months ended September 30, 2010 was $115,484 compared to a net loss of $1,712 for the same period of 2009.

The Company's operating expenses were mainly attributable to marketing expenses, office lease, cost of goods sold, operating expenses, telephone and internet server and commencing operations prior to this quarter. Compared to the previous quarter results, the Company has increased operating expenses in proportion to its sales and it can be expected that future operating expense ratios may increase with continued decline in sales.

 
FUTURE OUTLOOK

The Company must develop or otherwise acquire additional products in order to achieve profitable levels of sales by maximizing marketing and advertising expenditure return.  Despite having loyal users of “Stemulite™ Fitness Formula for Men” and “Stemulite™ Fitness Formula for Women” the company needs additional products to be competitive. The Company expects to introduce its “Tsunami Strike” product into the market.  The Company must introduce one or more additional products in the next two quarters.  However, it can be expected that future operating expenses will increase with the need to expand the product line and to revitalize sales. The Company intends to investigate and consider any business alliance or opportunity that would reasonably provide products or services of a complementary nature to the Company's current products.   In the event of any possibility of future merger or acquisition there may be probable change in control of the Company and share reorganization and may involve significant changes made to the capitalization or stock ownership in the Company.


LIQUIDITY AND CAPITAL RESOURCES

Management believes that cash expected to be generated from operations and current cash reserves will not be sufficient for the Company to meet its capital expenditures and working capital needs for its operations as presently conducted.  It is necessary for the Company to raise capital or seek additional financing. There can be no assurance that such raising of capital or seeking of additional financing would be available in amounts and on terms acceptable to the Company.
 
We are pursuing equity financing for our operations. Failure to secure such financing or to raise additional capital or borrow additional funds may result in our depleting available funds and not being able pay our obligations.

For further information, refer to our Management's Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2009.
 
 
 
7
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
 
LIQUIDITY AND CAPITAL RESOURCES - continued
 
3. Summary of Significant Accounting Policies
 
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income Per Share—The Company’s basic net income per share includes the dilutive effect of common stock equivalents. It is based upon the weighted average number of common shares outstanding during the period divided into net income. Diluted net income per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method.
 
Recent Accounting Pronouncements—In March 2009, the FASB issued guidance on disclosures regarding derivative instruments and hedging activities. The guidance requires entities to provide enhanced disclosures for derivative activities and hedging activities with regard to the reasons for employing derivative instruments, how they are accounted for, and how these instruments affect an entity’s financial position, financial performance, and cash flows. The provisions of this guidance were effective in the first quarter of fiscal year 2010. The adoption of the provisions did not impact the Company’s financial condition, results of operations or cash flows.
 

Off-Balance Sheet Arrangements
 
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
 
 
Subsequent Events
 
In a subsequent event David Ragan was appointed to the Board of Directors to serve until the next meeting of the Shareholders. 
 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required.


ITEM 4(T). CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report as well as to the safeguard assets from unauthorized use or disposition. However, no cost effective internal control system will preclude all errors and irregularities, and management as necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective and adequately designed to insure that the information required to be disclosed by the company in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to the company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in a manner that allowed for timely decisions  regarding required disclosure in our periodic reports filed with the SEC.
 
 
 
 
8
 
 
ITEM 4(T). CONTROLS AND PROCEDURES - continued
 
During our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On November 19, 2009, the Company filed a lawsuit in the District Court of Clark County, State of Nevada against Scott J. Ferrell, Michael Campos, Thomas Hess, and Sara Jordan, all of California, for extortion and racketeering.  

In late October 2009 defendant Ferrell acting in behalf of Campos, Hess, and Jordan demanded in writing and without warning that the Company agree to an un-provided /unseen stipulation indicating that its Stemulite Fitness Formula product was fraudulent and demanding that the Company make a 100% refund / disgorgement within 30 days or defendant Ferrell would file a complaint under the California Consumers Legal Remedies Act alleging fraud in the advertising and sale of the Company’s Stemulite Fitness Formula. Defendant Ferrell made the same demands of GNC, the Company’s national distributor.

On August 4, 2010, the suit against the company under the California Consumers Legal Remedies Act was dismissed.
 
The Nevada case continued as of September 30, 2010.


ITEM 1A. RISK FACTORS

Except for the discussion herein, there have been no material changes from risk factors previously disclosed in our Form 10-K.
 
Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.
 
As an independent public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the rules of the NASDAQ, requires us to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these public company obligations will increase our legal and financial compliance costs and place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems.
 
In particular, as a public company, our management will be required to continue to conduct an annual evaluation of our internal control over financial reporting and include a report of management on our internal control over financial reporting in our Annual Report on Form 10-K for our fiscal year ending December 31, 2010 (“Fiscal 2010”). In addition, we will be required to have our independent registered public accounting firm report on the effectiveness of our internal control over financial reporting. Under current rules, we will be subject to this requirement beginning with our Annual Report on Form 10-K for fiscal year 2010. If we are unable to conclude that we have effective internal control over financial reporting or, if our independent registered public accounting firm is unable to provide us with an unqualified report as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The Company did not issue shares of stock during the quarter.
 
 
 
 
9
 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5. OTHER INFORMATION

None

 
ITEM 6. EXHIBITS

 
 


  
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Metabolic Research, Inc.
  
       
 
By:
/s/ Robert Bakker
  
   
Robert Bakker
  
   
Chief Executive Officer
  
       
 

 
 
By:
/s/ Robert Bakker
  
   
Robert Bakker
  
   
Chief Financial Officer
  
       
       
 
Dated:
December 17 , 2010
  
 

10

Metabolic Research, Inc. Reports