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EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Wize Pharma, Inc.denali10q063011ex321.htm
EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Wize Pharma, Inc.denali10q063011ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549


FORM 10-Q

(Mark One)


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


For the quarterly period ended June 30, 2011

or


       . 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: 000-52545


Denali Concrete Management, Inc.

(Exact name of registrant as specified in its charter)


Nevada

88-0445167

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

123 West Nye Lane, Suite 129, Carson City, NV

89706

(Address of principal executive offices)

(Zip Code)

 

 

(805) 235-0139

(Registrant’s telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes   X  . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes      . No   X  .



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (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   X  . No      .


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 12, 2011: 11,370,430.




1




Table of Contents


 

Page

PART I—FINANCIAL INFORMATION

3

    Item 1.  Financial Statements

3

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

8

    Item 3. Quantitative and Qualitative Disclosures About Market Risk

9

    Item 4. Controls and Procedures

9

PART II – OTHER INFORMATION

10

    Item 6.  Exhibits

10

SIGNATURES

10

 

 




2





PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements


DENALI CONCRETE MANAGEMENT, INC

CONDENSED BALANCE SHEET

JUNE 30, 2011 AND DECEMBER 31, 2010


 

 

 

 

 

 

 

 

 

 

 

ASSETS

June 30, 2011

December 31, 2010

 

 

 

 

 

 

 

unaudited

 

audited

Current assets

 

 

 

 

 

 

 

 

Cash

 

 

 

 

$

0

$

0

 

Accounts receivable-trade

 

 

 

 

 

0

 

Other current assets

 

 

 

0

 

0

 

 

Total current assets

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

63

$

12,238

 

Notes payable

 

 

 

 

85,685

 

64,680

 

Accrued legal fees payable

 

 

 

570

 

3,379

 

Accrued interest

 

 

 

 

29,714

 

26,891

 

 

Total current liabilities

 

 

 

116,032

 

107,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

116,032

 

107,188

 

 

 

 

 

 

 

 

 

 

 

Stockholder's equity

 

 

 

 

 

 

 

 

Preferred stock 1,000,000 shares authorized, 0 outstanding

 

 

 

 

 

Common stock 50,000,000 shares authorized, par value

   $.001 11,370,430 shares outstanding

 

11,370

 

11,370

 

Paid in capital

 

 

 

 

127,535

 

127,535

 

Retained earnings

 

 

 

 

(254,937)

 

(246,093)

 

 

Total shareholder's equity

 

 

 

(116,032)

 

(107,188)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholder's equity

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

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





3






DENALI CONCRETE MANAGEMENT, INC

UNAUDITED CONDENSED STATEMENT OF OPERATION

FOR THE SIX MONTHS ENDED JUNE 30, 2011 and 2010


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

2010

Revenue

 

 

 

$

0

$

0

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Other costs

 

 

 

396

 

321

 

Legal and accounting

 

 

5,625

 

4,750

 

 

Total expenses

 

 

6,021

 

5,071

 

Net income (loss) from operations

 

(6,021)

 

(5,071)

Other income and (expense)

 

 

 

 

 

 

Interest expense

 

 

 

(2,823)

 

(3,364)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

(8,844)

 

(8,435)

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

$

(0.01)

$

$0.01

 

 

 

 

 

 

 

 

 

 

Weighted average of shares outstanding

 

11,370,430

 

11,370,430

 

 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of the unaudited condensed financial statements




4





DENALI CONCRETE MANAGEMENT, INC

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS-INDIRECT METHOD

FOR THE SIX MONTHS ENDED JUNE 30, 2011 and 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

2010

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net (loss)

 

 

 

 

$

(8,844)

$

(8,435)

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Increase in deposit liability

 

 

 

 

 

 

 

 

Increase (Decrease) in accounting fees payable

 

 

 

 

0

 

 

(Increase) Decrease in accounts receivable

 

 

 

 

0

 

 

(Increase) Decrease in deposits

 

 

 

 

 

0

 

 

Increase (Decrease) in accounts payable

 

 

(12,175)

 

(2,875)

 

 

Increase in legal fees payable

 

 

 

(2,809)

 

970

 

 

Increase in accrued interest payable

 

 

 

2,823

 

3,364

 

 

Rounding

 

 

 

 

 

0

 

0

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

(21,005)

 

(6,976)

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchase of assets

 

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Sale of stock

 

 

 

 

 

0

 

 

 

 

Assumption of debt

 

 

 

 

9,238

 

 

 

 

Short term borrowings related parties

 

 

11,767

 

6,976

NET CASH REALIZED FROM FINANCING ACTIVITIES

 

21,005

 

6,976

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

0

 

0

CASH AND CASH EQUIVALENTS AT BEGINNING

 

0

 

0

CASH AND CASH EQUIVALENTS AT ENDING

 

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the unaudited condensed financial statements





5





DENALI CONCRETE MANAGEMENT, INC.

Footnotes to the Unaudited Condensed Financial Statements

June 30, 2011 and 2010



1.

Organization and basis of presentation


Basis of presentation


The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Denali Concrete Management, Inc. (the “Company”), contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at June 30, 2011, the results of operations for the six months ended June 30, 2011 and 2010, and cash flows for the six months ended June 30, 2011 and 2010.  The balance sheet as of December 31, 2010 is derived from the Company’s audited financial statements.


Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission.


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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.


The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2011.


Description of business


The Company was incorporated under the laws of the State of Nevada on September 20, 1997. The Company for the past several years has had no activity.  The Company is a shell entity that is in the market for a merger with an appropriate company.


Net loss per share


Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.  


2.

New accounting pronouncements


The following accounting pronouncements if implemented would have no effect on the financial statements of the Company.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.



6






In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification?, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.


3.

Related party transaction


Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the six months ended June 30, 2011 and 2010.


The Company borrowed $11,767 and $6,976 from various related parties and shareholders of the Company for working capital purposes as of June 30, 2011 and 2010 respectively.  In addition, the related parties assumed $9,238 of accounts payable liabilities. No interest was accrued on this assumption.


4.

Three Month Data – Second Quarter 2011 and 2010


 

 

2011

 

2010

Revenue

$

 0

$

0

Expenses

 

 (2,260)

 

(2,318)

Operating Loss

 

 (2,260)

 

(2,318)

Other Revenue and Expense

 

 (1,480)

 

(1,737)

Three Month Loss

$

 (3,740)

$

(4,055)


5.

Going concern


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  As reflected in the accompanying financial statements, the company has a net loss of $8,844, a negative working capital deficiency of $116,032 and a retained deficit of $254,937.  These factors raise substantial doubt about its ability to continue as a going concern.  The ability to the Company to continue as a going concern is dependent on the company’s ability to raise additional funds and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.


6.

Subsequent events


On June 5, 2011, the Company entered into an agreement with Can-Fite Biopharma Ltd., an Israeli corporation (“Can-Fite”), with respect to a possible Share Exchange Transaction with a closing date of June 30, 2011.  A report was filed on Form 8-K with the SEC.


On July 2, 2011, the Company entered into an amendment which extends the closing to on or before July 31, 2011. A $50,000 good faith no-shop deposit was made by a third party, to be held in trust by an escrow agent.  All other terms of the original agreement remain unchanged. On July 31, 2011, the deposit became non-refundable.


On August 4, 2011, the Company entered into a second amendment which extends the closing to on or before August 28, 2011.  In consideration of this extension, Can-Fite paid $15,000 to cover any additional accounting and filing costs incurred since July 31, 2011, and $15,000 held in escrow was returned to the third party.  All other terms of the original agreement remain unchanged.




7






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


The following discussion and analysis should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K and with the unaudited consolidated financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q.


This Quarterly Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


Description of Business.


Denali Concrete Management, Inc. was originally incorporated in the State of Nevada on December 10, 1999 under the name Bridge Capital.com, Inc.  Bridge Capital.com, Inc. was a nominally capitalized corporation which did not commence its operations until it changed its name to Denali Concrete Management in March 2001.  We were a concrete placement company specializing in providing concrete improvements in the road construction industry.  Denali operated primarily in Anchorage, Alaska placing curb & gutter, sidewalks and retaining walls for state, municipal and military projects.


The Company encountered numerous problems and ceased its operations   The Company has now focused its efforts on seeking a business opportunity.  


On June 5, 2011, we entered into an agreement with Can-Fite Biopharma Ltd., an Israeli corporation (“Can-Fite”), pursuant to which Can-Fite has agreed to grant us an exclusive worldwide license for its therapeutic drug for the field of ophthalmic diseases in return for which we have agreed to grant shares and warrants representing approximately 90% of the issued share capitalization of our company.  The license will be granted to an Israeli subsidiary of Can-Fite which will be transferred in whole to us at closing.  The license will be subject to a 2.5% royalty payable to Can-Fite as to be provided in a license agreement to be negotiated between us and Can-Fite prior to closing.  Also at closing management of our company would be changed to persons designated by Can-Fite.  Our agreement with Can-Fite contains representations and warranties and due diligence requirements of the parties customary to a transaction of this nature.


In connection with this transaction, and as a condition of closing, certain shareholders owning outstanding shares of our common stock will cancel 7,370,430 shares such that at closing we would have outstanding 4,000,000 shares. We would then issue 36,000,000 shares to Can–Fite for all of the outstanding shares of the subsidiary holding the license.  In addition, Can-Fite will have a warrant exercisable within five years of closing to convert its royalty into 2,105,264 shares of our common stock.


As a condition of closing, associates of Can-Fite have agreed to raise not less than $5,000,000 in a non-public offering to a limited number of investors, the proceeds of which will be released to us at closing.  We anticipate issuing approximately 4,210,526 shares of our common stock for these proceeds.  The proceeds of the offering will be allocated for the continued clinical development of the drug.  


The securities offered in this transaction will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


Concurrently with the closing we are required to enter into a service agreement with Can-Fite or its affiliate for the management of all activities relating to the pre-clinical and clinical studies to be performed for the development of the drug.


Closing is scheduled to occur not later than August 28, 2011.




8






Results of Operations –Three and Six Months Ended March 31, 2011 Compared to the Three and Six Months Ended March 31, 2010


As of June 30, 2011, we have no available cash on hand and have experienced losses since inception.  We did not generate any revenues from operations during the periods ended March 31 or June 30, 2011 and 2010.  Expenses during the six-month period ended June 30, 2011 were $6,021 with interest expense of $2,823 compared to expenses of $5071 with interest expense of $3,364 for the six-month period ended June 30, 2010.  Expenses for both periods consisted entirely of general and administrative expenses. These expenses were due to professional, legal and accounting fees relating to our reporting requirements.


As a result of the foregoing factors, we realized a net loss of $8,844 for the six-month period ended June 30, 2011, compared to a net loss of $8,435 for the six-month period ended June 30, 2010.


Liquidity and Capital Resources


The Company’s balance sheet as of June 30, 2011, reflects total assets of $-0-.  As of June 30, 2011, our liabilities were $116,032 which included $63 in accounts payable, $85,685 in notes payable, $570 in accrued legal fees, and $29,714 in accrued interest.  Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the six months ended June 30, 2011 and 2010.


The Company borrowed $11,767 and $6,976 from various related parties and shareholders of the Company for working capital purposes as of June 30, 2011 and 2010, respectively. We anticipate our expenses for the next twelve months will be approximately $20,000.  In the past we have relied on advances from our president to cover our operating costs.  Management anticipates that we will receive sufficient advances from our president to meet our needs through the next twelve months.  However, there can be no assurances to that effect.  


The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


As a smaller reporting company, we have elected not to provide the disclosure required by this item.


Item 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures.  


Our President, who is also our principal financial officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting.  


There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our most recent quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




9






PART II – OTHER INFORMATION


Item 6.  Exhibits


SEC Ref. No.

Title of Document

31.1

Rule 13a-14(a) Certification by Principal Executive Officer and Principal Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer




SIGNATURES


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


Denali Concrete Management, Inc.



Date: August 18, 2011

By: /s/ Mathew G. Rule                                

Mathew G. Rule, President

(Principal Executive and Financial Officer)





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