UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
FORM 10-Q
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended January 31, 2015
|
|
|
☐
|
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 000-53551
|
|
NUTRANOMICS, INC.
|
(Exact name of registrant as specified in its charter)
|
|
Nevada
|
98-0603540
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
11487 South 700 East
Salt Lake City, UT 84020
|
(Address of principal executive offices, including zip code)
|
|
(801) 576-8350
|
(Registrant's telephone number, including area code)
|
|
n/a
|
(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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of March 19, 2015, the issuer had 157,614,054 issued and outstanding shares of common stock, par value of $0.001.
NUTRANOMICS, INC.
FORM 10-Q
For the Quarterly Period Ended January 31, 2015
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
HEALTH EDUCATION CORPORATION
|
|
d.b.a NUTRANOMICS, INC.
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
2015
|
|
|
2014
|
|
CURRENT ASSETS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
152,680
|
|
|
$
|
79,235
|
|
Accounts receivable, net of allowance
|
|
|
78,995
|
|
|
|
152,879
|
|
Prepaid expenses
|
|
|
2,642
|
|
|
|
4,516
|
|
Other current assets
|
|
|
24,787
|
|
|
|
23,254
|
|
Inventory
|
|
|
179,844
|
|
|
|
271,941
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
438,948
|
|
|
|
531,825
|
|
|
|
|
|
|
|
|
|
|
PROPERTY & EQUIPMENT, net
|
|
|
12,090
|
|
|
|
16,355
|
|
|
|
|
|
|
|
|
|
|
INTANGIBLES, net
|
|
|
614,393
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent deposit
|
|
|
2,000
|
|
|
|
2,000
|
|
Total Assets
|
|
$
|
1,067,431
|
|
|
$
|
550,180
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
532,403
|
|
|
$
|
518,890
|
|
Lines of credit
|
|
|
38,764
|
|
|
|
33,098
|
|
Convertible notes payable-current portion
|
|
|
536,458
|
|
|
|
58,999
|
|
Loan payable-current portion
|
|
|
52,873
|
|
|
|
51,071
|
|
Note Derivative Liability
|
|
|
273,084
|
|
|
|
177,907
|
|
Warrant Liability
|
|
|
79,353
|
|
|
|
-
|
|
Related party payable
|
|
|
18,482
|
|
|
|
21,083
|
|
Related party notes payable
|
|
|
-
|
|
|
|
36,608
|
|
Unearned revenue
|
|
|
233,259
|
|
|
|
338,263
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
1,764,676
|
|
|
|
1,235,919
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable
|
|
|
105,980
|
|
|
|
525,000
|
|
Loan payable
|
|
|
136,745
|
|
|
|
157,830
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
2,007,401
|
|
|
|
1,918,749
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock; par value of $.001, 750,000,000 shares authorized;
151,877,817 and 51,151,766 shares issued and outstanding at January 31, 2015 and July 31, 2014, respectively
|
|
|
151,879
|
|
|
|
51,153
|
|
Additional paid in capital
|
|
|
4,649,056
|
|
|
|
3,337,911
|
|
Accumulated deficit
|
|
|
(5,740,796
|
)
|
|
|
(4,757,633
|
)
|
Accumulated Other Comprehensive Income
|
|
|
(108
|
)
|
|
|
-
|
|
Total Stockholders' Deficit
|
|
|
(939,969
|
)
|
|
|
(1,368,569
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
1,067,431
|
|
|
$
|
550,180
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
HEALTH EDUCATION CORPORATION
|
|
d.b.a NUTRANOMICS, INC.
|
|
Consolidated Statements of Operations
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
For the Six Months Ended
|
|
|
|
Jan 31,
|
|
|
Jan 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
271,474
|
|
|
$
|
433,483
|
|
|
$
|
912,696
|
|
|
$
|
1,226,979
|
|
COST OF SALES
|
|
|
162,459
|
|
|
|
262,857
|
|
|
|
462,327
|
|
|
|
899,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,014
|
|
|
|
170,626
|
|
|
|
450,369
|
|
|
|
327,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
84,692
|
|
|
|
127,074
|
|
|
|
179,043
|
|
|
|
240,097
|
|
Professional fees
|
|
|
145,137
|
|
|
|
454,221
|
|
|
|
198,398
|
|
|
|
592,153
|
|
Research and development
|
|
|
93
|
|
|
|
-
|
|
|
|
93
|
|
|
|
31,617
|
|
Salaries and wages
|
|
|
649,264
|
|
|
|
519,531
|
|
|
|
791,571
|
|
|
|
614,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
879,186
|
|
|
|
1,100,826
|
|
|
|
1,169,105
|
|
|
|
1,477,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS)
|
|
|
(770,172
|
)
|
|
|
(930,200
|
)
|
|
|
(718,736
|
)
|
|
|
(1,150,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
3,989
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loss on settlement of fraudulent activity
|
|
|
-
|
|
|
|
(37,300
|
)
|
|
|
-
|
|
|
|
(37,300
|
)
|
Change in Fair Value of Derivative
|
|
|
16,573
|
|
|
|
617
|
|
|
|
16,573
|
|
|
|
617
|
|
Interest expense
|
|
|
(194,398
|
)
|
|
|
(30,396
|
)
|
|
|
(281,000
|
)
|
|
|
(38,901
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense)
|
|
|
(173,836
|
)
|
|
|
(67,079
|
)
|
|
|
(264,427
|
)
|
|
|
(75,584
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (LOSS) BEFORE INCOME TAXES
|
|
|
(944,008
|
)
|
|
|
(997,279
|
)
|
|
|
(983,163
|
)
|
|
|
(1,225,975
|
)
|
Provision for income taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (LOSS)
|
|
$
|
(944,008
|
)
|
|
$
|
(997,279
|
)
|
|
$
|
(983,163
|
)
|
|
$
|
(1,225,975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
|
|
59,422,462
|
|
|
|
46,658,736
|
|
|
|
57,720,992
|
|
|
|
41,583,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - Basic and Diluted
|
|
|
59,422,462
|
|
|
|
46,658,736
|
|
|
|
57,720,992
|
|
|
|
41,583,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(944,008
|
)
|
|
|
(997,279
|
)
|
|
|
(983,163
|
)
|
|
|
(1,225,975
|
)
|
Foreign Currency Translation
|
|
|
(108
|
)
|
|
|
-
|
|
|
|
(108
|
)
|
|
|
-
|
|
TOTAL COMPREHENSIVE INCOME (LOSS)
|
|
|
(944,116
|
)
|
|
|
(997,279
|
)
|
|
|
(983,271
|
)
|
|
|
(1,225,975
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
HEALTH EDUCATION CORPORATION
|
|
d.b.a NUTRANOMICS, INC.
|
|
Consolidated Statements of Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Additional Paid
|
|
|
Accumulated
|
|
|
Accumulated Other
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
in Capital
|
|
|
Deficit
|
|
|
Comprehensive Income
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2013
|
|
|
25,005,544
|
|
|
$
|
25,006
|
|
|
$
|
2,271,519
|
|
|
$
|
(2,585,391
|
)
|
|
$
|
-
|
|
|
$
|
(288,866
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for merger
|
|
|
21,500,000
|
|
|
|
21,500
|
|
|
|
(20,100
|
)
|
|
|
-
|
|
|
|
|
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
91,912
|
|
|
|
-
|
|
|
|
|
|
|
|
93,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
2,429,555
|
|
|
|
2,430
|
|
|
|
805,422
|
|
|
|
-
|
|
|
|
|
|
|
|
807,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for prepaid services
|
|
|
716,667
|
|
|
|
717
|
|
|
|
189,158
|
|
|
|
-
|
|
|
|
|
|
|
|
189,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended July 31, 2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,172,242
|
)
|
|
|
|
|
|
|
(2,172,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2014
|
|
|
51,151,766
|
|
|
$
|
51,153
|
|
|
$
|
3,337,911
|
|
|
$
|
(4,757,633
|
)
|
|
$
|
-
|
|
|
$
|
(1,368,569
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
|
600,000
|
|
|
|
600
|
|
|
|
37,390
|
|
|
|
-
|
|
|
|
|
|
|
|
37,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock issued for acquisition
|
|
|
47,290,201
|
|
|
|
47,291
|
|
|
|
567,481
|
|
|
|
-
|
|
|
|
|
|
|
|
614,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
43,425,743
|
|
|
|
43,425
|
|
|
|
521,110
|
|
|
|
-
|
|
|
|
|
|
|
|
564,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock for conversion of convertible note principal
|
|
|
9,410,107
|
|
|
|
9,410
|
|
|
|
92,229
|
|
|
|
-
|
|
|
|
|
|
|
|
101,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of derivative liability
|
|
|
-
|
|
|
|
-
|
|
|
|
92,935
|
|
|
|
-
|
|
|
|
|
|
|
|
92,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income: Foreign Currency Items
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(108
|
)
|
|
|
(108
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended January 31, 2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(983,163
|
)
|
|
|
-
|
|
|
|
(983,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2015
|
|
|
151,877,817
|
|
|
$
|
151,879
|
|
|
$
|
4,649,056
|
|
|
$
|
(5,740,796
|
)
|
|
$
|
(108
|
)
|
|
$
|
(939,969
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
HEALTH EDUCATION CORPORATION
|
|
d.b.a NUTRANOMICS, INC.
|
|
Condensed Consolidated Statements of Cash Flows
|
|
(Unaudited)
|
|
|
|
For the Six Months Ended
|
|
|
|
January 31,
|
|
|
|
2015
|
|
|
2014
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net (Loss)
|
|
$
|
(983,163
|
)
|
|
$
|
(1,225,975
|
)
|
Adjustments to reconcile net (loss) to net cash from operating activities:
|
|
|
|
|
|
|
|
|
Allowance for bad debt
|
|
|
-
|
|
|
|
(5,772
|
)
|
Gain (loss) on derivative
|
|
|
(16,581
|
)
|
|
|
8,851
|
|
Amortization of debt discount
|
|
|
156,939
|
|
|
|
4,835
|
|
Short-term loan issued for professional fees
|
|
|
-
|
|
|
|
-
|
|
Depreciation expense
|
|
|
4,265
|
|
|
|
1,876
|
|
Share based compensation-common stock
|
|
|
564,533
|
|
|
|
715,680
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
73,884
|
|
|
|
(26,700
|
)
|
Other assets
|
|
|
612
|
|
|
|
(501
|
)
|
Inventory
|
|
|
92,097
|
|
|
|
(20,070
|
)
|
Deferred revenue
|
|
|
(105,004
|
)
|
|
|
83,889
|
|
Accounts payable and accrued expenses
|
|
|
12,527
|
|
|
|
123,035
|
|
Net Cash (Used) From Operating Activities
|
|
|
(199,891
|
)
|
|
|
(340,852
|
)
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash (Used) Investing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from related party payable
|
|
|
-
|
|
|
|
-
|
|
Repayments of related party payable
|
|
|
(2,601
|
)
|
|
|
(825
|
)
|
Proceeds from convertible debt
|
|
|
288,064
|
|
|
|
375,000
|
|
Repayment of loan payable
|
|
|
(19,283
|
)
|
|
|
(7,321
|
)
|
Proceeds from line of credit
|
|
|
-
|
|
|
|
6,000
|
|
Repayment of line of credit
|
|
|
5,666
|
|
|
|
(810
|
)
|
Repayments of notes payable- related party
|
|
|
(36,608
|
)
|
|
|
-
|
|
Effects of Exchange Rate from Cash
|
|
|
108
|
|
|
|
|
|
Sale of common stock
|
|
|
37,990
|
|
|
|
(1,374
|
)
|
Net Cash (Used) From Financing Activities
|
|
|
273,336
|
|
|
|
370,670
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
|
73,445
|
|
|
|
29,818
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Beginning of Period
|
|
|
79,235
|
|
|
|
11,129
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, End of Period
|
|
$
|
152,680
|
|
|
$
|
40,947
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
8,398
|
|
|
$
|
1,811
|
|
Income Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing activities:
|
|
|
|
|
|
|
|
|
Stock issued for conversion of Note
|
|
$
|
101,639
|
|
|
$
|
-
|
|
Debt Discount
|
|
$
|
196,500
|
|
|
$
|
78,500
|
|
Conversion of derivative feature
|
|
$
|
92,935
|
|
|
$
|
-
|
|
Stock issued for Acquisition of Nutribrand
|
|
$
|
41,243
|
|
|
$
|
-
|
|
Stock Issued for the Acquisition of AES
|
|
$
|
573,529
|
|
|
$
|
-
|
|
Stock Issued for Services
|
|
$
|
564,535
|
|
|
$
|
155,375
|
|
The accompanying notes are an integral part of these consolidated financial statements.
HEALTH EDUCATION CORPORATION
d.b.a NUTRANOMICS, INC.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
January 31, 2015
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2014 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.
These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
Health Education Corporation d.b.a. NutraNomics, Inc., (the "Company") was incorporated under the laws of the State of Delaware on February 14, 1996, and later reincorporated under the laws of the State of Utah on January 5, 1998. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah, the primary place of business. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d.b.a. of NutraNomics, Inc., in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is known as NutraNomics, Inc. The Company sells its own brand of supplements in 16 countries direct to the public. The Company also performs research and development services and outsource manufacturing for third party entities. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in Taiwan, Japan, Singapore, Philippines, Malaysia and South Korea. The Company maintains multiple different trademarks, trade names and patents.
Merger
On September 13, 2013, Buka Ventures, Inc., a Nevada corporation ("Buka") and Health Education Corporation dba. Nutranomics, Inc., a Utah corporation ("Nutranomics"), executed and delivered a Share Exchange Agreement (the "Share Agreement") and all required or necessary documentation to complete a merger (collectively, the "Transaction Documents"), whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing of the Share Agreement. Prior to the closing of this transaction and pursuant to a certain Share Exchange Agreement dated September 13, 2013, Buka canceled 25,000,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger has been treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics, which was incorporated on January 5, 1998.
On January 26, 2015, Nutranomics, Inc. (the "Company") entered into a Share Exchange Agreement with Nutriband Ltd., an Irish private limited company ("Nutriband"), and its shareholders to acquire 100% of Nutriband in exchange for (1) the issuance of 3,172,554 shares of the Company's common stock to Nutriband's shareholder, Gareth Sheridan, and (2) the payment of a perpetual 10% royalty on gross global sales of all Nutriband products to the Nutriband shareholders. This was a small immaterial subsidiary addition to the Company.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss per Share
Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision.
As the Company has incurred losses for the six months ended January 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of January 31, 2015, there were 77,732,923 anti-dilutive shares related to convertible notes based on their terms and conditions with none related to warrants.
Going Concern
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operation as of January 31, 2015, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company has considered the guidance regarding Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ASU 205-40 issued on Aug 28, 2014 and effective December 15, 2016 — that will explicitly require management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.
Derivative Liabilities
In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability.
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities.
The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.
Revenue Recognition
Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services.
The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the six months ended January 31, 2015 and 2014, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner.
Unearned Revenues consist of cash received in advance for products to be delivered at a future date. The Company records the payments received as a liability until the products are delivered. The Company recorded unearned revenue of $233,259 and $338,263 as of January 31, 2015 and July 31, 2014, respectively.
Cost of Sales
The Company includes product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, insurance on inventory, production-related depreciation expense and product license agreement expense in cost of sales.
NOTE 3 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed.
NOTE 4 – LEASES
The Company leases a 3,000 square foot office in the Draper, Utah, that serves as its principal executive offices, which lease was renewed on December 15, 2014, for 2 years. Pursuant to the lease, the rent for the six months ended January 31, 2015 and 2014, totaled $24,300 and $24,040, respectively.
The Company has three separate subleases for three rooms totaling 1,500 square feet of their Draper office space to three individuals on a month-to-month basis. The Company terminated two subleased rooms in September 2013 and terminated the remaining sublease room in October 2013. The monthly rent received on the sublease agreements, for the six months ended January 31, 2015 and 2014 totaled $0 and $1,850, respectively.
The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013, and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $2,058 and $2,189 for the six months ended January 31, 2015 and 2014, respectively.
The future minimum lease payments required under the operating leases as of January 31, 2015, are as follows:
|
|
Amount
|
|
2015
|
|
$
|
39,000
|
|
2016
|
|
|
40,500
|
|
2017
|
|
|
-
|
|
2018
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
Total lease obligations
|
|
$
|
79,500
|
|
NOTE 5 – RELATED PARTY NOTES PAYABLE
In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with a director in the amount of $150,000, with an initial maturity date of December 31, 2014, and relating to which the Company agreed to pay royalty payments in connection with sales of a certain product line. As of July 31, 2014, the balance on the related party note payable was $36,608. On December 12, 2014, the Company settled the related party note payable in the amount of $35,036 with the Company director in exchange for $30,000 cash.
NOTE 6 – RELATED PARTY PAYABLE
Related party payables consist of payments made by a director through credit cards and use of a personal line of credit used to pay expenses on behalf of the Company. During the six months ended January 31, 2015 and 2014, the director lent $0 and $0, and the Company made payments of 2,954 and $1,603, respectively, to reimburse the director. As of January 31, 2015 and July 31, 2014, the Company owed a total of $18,482 and $22,911 in related party payables to the director.
NOTE 8 – LINES OF CREDIT AND LOAN PAYABLE
The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. In August 2013, the line of credit was converted into a note, and the Company is no longer able to borrow any additional funds. Under the new terms of the note, the note has a face value of $250,000 that matures on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note has minimum monthly payments of $4,745 which started on October 1, 2013. The balance outstanding on this note and line of credit as of January 31, 2015 and July 31, 2014, was $189,618 and $208,901, respectively. As of January 31, 2015, the Company has made $60,382 in principal repayments. The Lender allowed the Company to absorb a prior $50,000 note into the note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.
Loans payable consisted of the following as of January 31, 2015 and July 31, 2014:
Loan Payable
|
|
|
|
|
|
|
|
January 31,
|
|
July 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.
|
|
$
|
189,618
|
|
|
$
|
208,901
|
|
$50,000 face value, issued on December 9, 2013, with no interest rate, matured and was paid in full on May 31, 2014.
|
|
|
-
|
|
|
|
-
|
|
Total Loan payable
|
|
|
189,618
|
|
|
|
208,901
|
|
Less current portion
|
|
|
52,873
|
|
|
|
51,071
|
|
Loan payable, long-term
|
|
$
|
136,745
|
|
|
$
|
157,830
|
|
In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of January 31, 2015 and July 31, 2014, the Company owed $38,764 and $33,098 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit.
NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE
Convertible notes payable consisted of the following as of January 31, 2015 and July 31, 2014, respectively:
Convertible Notes Payable
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.
|
|
|
125,000
|
|
|
|
125,000
|
|
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.
|
|
|
150,000
|
|
|
|
150,000
|
|
$78,500 face value, issued on January 14, 2014, interest rate of 8% and a default rate of 22%, matured on October 14, 2014, net of unamortized discount of $0 and $48,741 as of January 31, 2015 and July 31, 2014.
|
|
|
-
|
|
|
|
29,759
|
|
$53,000 face value, of which, issued on March 19, 2014, interest rate of 8% and a default rate of 22%, matured on December 26, 2014, net of unamortized discount of $0 and $39,087 as of January 31, 2015 and July 31, 2014.
|
|
|
33,000
|
|
|
|
13,913
|
|
$63,000 face value, issued on May 15, 2014, interest rate of 8%, matures on February 2, 2015, net of unamortized discount of $479 and $47,673 as of January 31, 2015 and July 31, 2014.
|
|
|
62,521
|
|
|
|
15,327
|
|
$73,500 face value, issued on December 2, 2014, interest rate of 8%, matures on December 2, 2015, net of unamortized discount of $61,305 and $0 as of January 31, 2015 and July 31, 2014.
|
|
|
12,195
|
|
|
|
-
|
|
$59,000 face value, issued on December 2, 2014, interest rate of 8%, matures on September 2, 2016, net of unamortized discount of $53,414, and $0 as of January 31, 2015 and July 31, 2014.
|
|
|
5,586
|
|
|
|
-
|
|
$65,000 face value, issued on December 16, 2014, interest rate of 0%, matures on December 16, 2016, net of unamortized discount of $60,865 and $0 as of January 31, 2015 and July 31, 2014.
|
|
|
4,135
|
|
|
|
-
|
|
Total convertible notes payable – non-related parties
|
|
|
642,437
|
|
|
|
583,999
|
|
Less current portion
|
|
|
536,458
|
|
|
|
58,999
|
|
Convertible notes payable, long-term
|
|
$
|
105,980
|
|
|
$
|
525,000
|
|
On September 27, 2013, the Company issued a convertible note to an unrelated party for $250,000 that matures in September 27, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after September 27, 2013 in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at maturity date.
On October 18, 2013, the Company issued a convertible note to an unrelated party for $125,000 that matures in October 18, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after October 18, 2013 in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.
On November 22, 2013, the Company issued a convertible note to an unrelated party for $150,000 that matures in November 22, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after November 22, 2013 in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.
On January 14, 2014, the Company entered into a convertible promissory note with Asher Enterprises, Inc. ("Asher") a Delaware corporation for an 8% convertible promissory note with an aggregate principal amount of $78,500 which together with any unpaid accrued interest is due on October 17, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In January 2014, the Company received cash in the amount of $58,600, with the remaining $19,900 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On January 14, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $87,968 and a discount on the note of $78,500.
On September 24, 2014, Asher converted $15,000 of principal related to the January 14, 2014, convertible note into 583,658 shares of the Company's common stock at $0.0257 per share.
On October 2, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note into 810,811 shares of the Company's common stock at $0.0185 per share.
On October 9, 2014, Asher converted an additional $12,000 of principal related to the January 14, 2014, convertible note, into 869,565 shares of the Company's common stock at $0.0138 per share. The remaining principal balance due after the conversions was $36,500.
On March 19, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York corporation for an 8% convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on December 26, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In March 2014, the Company received cash in the amount of $24,487, with the remaining $6,898 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On March 19, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $47,806 and a discount on the note of $49,010.
On May 15, 2014, the Company entered into a convertible promissory note with KBM for an 8% convertible promissory note with an aggregate principal amount of $63,000 which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In May 2014, the Company received cash in the amount of $42,500, with the remaining $17,500 being used for legal fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On May 15, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $56,591 and a discount on the note of $56,591.
On November 14, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note, into 931,677 shares of the Company's common stock at $0.0161 per share. The remaining principal balance due after the conversion was $21,500.
On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with LG Capital Funding, LLC ("LG"), a New York limited liability company, for an 8% convertible promissory note with an aggregate principal amount of $73,500, which together with any unpaid accrued interest is due on December 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the conversion date. This note was funded on December 10, 2014, when the Company received cash in the amount of $70,000, with the remaining $3,500 being used for LG's legal and other origination expenses. On December 2, 2014, the Company also entered into a second $73,500 convertible promissory note with LG on the same terms as the first note and due on December 2, 2015, which has not yet been funded. This note is collateralized by a secured promissory note issued by LG to the Company for $73,500, due on August 2, 2015, and accruing interest at the rate of 8% per annum.
On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with Typenex Co-Investment, LLC ("Typenex"), a Utah limited liability company, for an 10% convertible promissory note with an aggregate principal amount of $224,000, of which the company is to assume $20,000 in original interest discount ("OID") and legal fees and other expenses of Typenex totaling $4,000, which together with any unpaid accrued interest is due on September 10, 2016. The note is to be issued in tranches with an initial tranche of $59,000, of which the company received $50,000 on December 10, 2014, with the remaining $4,000 being used for legal and other expenses of Typenex and the Company assuming $5,000 in OID. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the last complete trading day prior to the conversion date. The remaining three tranches of $55,000 of funding to the Company under the note will consist of $50,000 in principal and the $5,000 in OID, which have not yet been funded, and shall correspond to three $50,000 promissory notes issued by Typenex in favor of the Company, accruing interest at 8% per annum and maturing on September 2, 2016.
In conjunction with the Company's convertible note issued to Typenex and Typenex's three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exerciseable after the corresponding tranche of funding by Typenex to the company has been paid. Therefore, the first warrant is currently exerciseable, but the other three warrants are not.
On December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship ("JMJ"), with a face amount of $350,000, of which the company is to assume $35,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due on Dec 2, 2016. The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date.
On December 8, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,041,667 shares of the Company's common stock at $0.012 per share. The remaining principal balance due after the conversion was $9,000.
On December 23, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,686,111 shares of the Company's common stock at $0.0072 per share. The remaining principal balance due after the conversion was $0.
On January 20, 2015, KBM converted $5,000 of principal related to the March 19, 2014, convertible note, into 892,857 shares of the Company's common stock at $0.0056 per share. The remaining principal balance due after the conversion was $48,000.
On January 26, 2015, KBM converted $15,000 of principal related to the March 19, 2014, convertible note, into 2,586,207 shares of the Company's common stock at $0.0140 per share. The remaining principal balance due after the conversion was $33,000.
As of January 31, 2015 and July 31, 2014, the Company estimated the fair market value of the derivative liability to be $273,084 and $177,907, with a change in fair value of $37,815, respectively. For the six months ended January 31, 2015 and 2014, the Company recorded $156,939 and $0 in amortization related to the discounts on the notes to interest expense and $7,158 and $0 in interest related to the six conversions of the Asher and KBM notes. See note 12. For the six months ended January 31, 2014 and 2015 total interest expense increased from $38,901 to $281,000, an increase of 622.35% totaling $242,099. The increase is due to the Company taking out five convertible notes in the current six month period.
NOTE 10 – INCOME TAXES
The tax provision for interim periods is determined using an estimate of the Company's effective tax rate for the full year adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.
At January 31, 2015 and July 31, 2014, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized.
The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax years' for 2014, 2013, and 2012 remain open for federal and/or state tax jurisdictions.
NOTE 11 – STOCK TRANSACTIONS
As of January 31, 2015 and July 31, 2014, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 151,877,817 and 51,151,766 shares of common stock issued and outstanding, respectively.
During the six months ended January 31, 2015, the Company issued 600,000 shares of common stock as part of the Equity Purchase Agreement described below for cash for $37,990.
During the six month period ended January 31, 2015, the Company issued 9,410,107 shares of common stock related to convertible notes.
The Asher convertible note issued January 14, 2014, for $78,500 in total principal was fully converted into common stock. The first conversion, on September 24, 2014, converted $15,000 of principal into 583,658 shares of the Company's common stock at $0.0257 per share. The second conversion, on October 2, 2014, converted an additional $15,000 of principal into 810,811 shares of the Company's common stock at $0.0185 per share. The third conversion, on October 9, 2014, converted an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share. The fourth conversion, on November 14, 2014, converted an additional $15,000 of principal into 931,677 shares of the Company's common stock at $0.0521 per share. The fifth conversion, on December 12, 2014, converted an additional $12,500 of principal into 1,041,667 shares of the Company's common stock at $0.012 per share. The sixth conversion, on December 23, 2014, converted an additional $9,000 of principal plus $3,140 in accrued interest into 1,686,111 shares of the Company's common stock at $0.0072 per share. The remaining principal balance due after the December conversion was $0.
The KBM note issued on March 19, 2014, for $53,000 in principal had two principal conversions during the six months ended January 31, 2015, for a total of $20,000. The first conversion on January 20, 2015, converted $5,000 of principal into 892,857 shares of the Company's common stock at $0.0056 per share. The second conversion on January 26, 2015, converted an additional $15,000 in principal into 2,586,207 shares of the Company's common stock at $0.0058 per share.
During the six month period ended January 31, 2015, the Company also issued 90,715,944 shares of common stock for share-based compensation, acquisitions, and consulting services.
On January 29, 2015, the Company completed the acquisitions of Nutriband and the AES™ intellectual property by issuing (1) 3,172,554 shares of the Company's common stock to the Nutriband seller, and (2) 44,117,647 shares of the Company's common stock to the family partnership of the Company's founder and director, Dr. Gibbs.
On January 29, 2015, the Company issued 5,000,000 shares of the Company's common stock to an entity controlled by Michael Doron, the Company's CEO and director, in consideration for Mr. Doron's previous appointment to the Company's Board of Directors.
On January 29, 2015, the Company issued 2,500,000 shares of the Company's common stock to an entity controlled by Mr. Doron in consideration for Mr. Doron's negotiation and closing of the Nutriband acquisition.
On January 29, 2015, the Company issued 30,157,463 shares of the Company's common stock to an entity controlled by Mr. Doron in satisfaction of the Company's obligations to Mr. Doron under the Company's employment contract with Mr. Doron.
On January 29, 2015, the Company issued 5,768,280 shares of the Company's common stock to an outside consultant for general business and marketing consulting services rendered during the quarter.
During the six months ended January 31, 2014, the Company issued 1,938,667 shares of Common Stock as share-based compensation to employees and non-employees valued at $715,680, based on the market price of the stock as of the applicable measurement date. The Company issued 416,667 shares of fully vested and nontransferable common stock as prepaid services over a six month period valued at $155,375 based on the market price as of the measurement date.
Equity Purchase Agreement
The Company entered into an equity purchase agreement with Southridge Partners II, LP ("Southridge") on December 9, 2013. Pursuant to the Equity Purchase Agreement, Southridge committed to purchase up to $10,000,000 of the Company's common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement.
The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares"). The actual number of Shares purchased by Southridge for the Investment Amount shall then be calculated by dividing the Investment Amount by the Put Purchase Price. Any excess Estimated Put Shares shall then be returned to the Company.
The number of Shares sold to Southridge at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Also as part of the equity purchase agreement, the Company issued a promissory note to Southridge for $50,000, with 0% interest. This note matures on May 31, 2014 and is not convertible into common stock. Finally, as part of the equity purchase agreement, Southridge is prohibited from executing any short sales of the Company's common stock during the term of the equity purchase agreement.
The Company will not be entitled to put shares to Southridge:
·unless there is an effective registration statement under the Securities Act to cover the resale of the shares by Southridge;
|
|
·unless the common stock continues to be quoted on the OTC Bulletin Board and has not been suspended from trading;
|
|
·if an injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge;
|
·if the Company has not complied with their obligations and are otherwise in breach of or in default under, the Equity Purchase Agreement, our registration rights agreement (the "Registration Rights Agreement") with Southridge or any other agreement executed in connection therewith with Southridge;
|
·since the date of the filing of the Company's most recent filing with the Securities and Exchange Commission no event that had or is reasonably likely to have a Material Adverse Effect (as defined in the Equity Purchase Agreement) has occurred; and
|
·to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares.
|
The Equity Purchase Agreement further provides that Southridge is entitled to customary indemnification from the Company for any losses or liabilities it suffers as a result of any breach of any provisions of the Equity Purchase Agreement or the Registration Rights Agreement, or as a result of any lawsuit brought by a third-party arising out of or resulting from Southridge's execution, delivery, performance or enforcement of the Equity Purchase Agreement or the Registration Rights Agreement or from material misstatements or omissions in the prospectus accompanying the registration statement for the resale of the shares issued to Southridge.
As of January 31, 2015, 2,107,554 shares had been issued under the Equity Purchase Agreement.
NOTE 12 – DERIVATIVE LIABILITY
FASB ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, with the first two inputs considered observable and the last input considered unobservable, that may be used to measure fair value as follows:
·
|
Level one -- Quoted market prices in active markets for identical assets or liabilities;\
|
·
|
Level two – Inputs, other than level one inputs, that are either directly or indirectly observable; and
|
·
|
Level three -- Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has one liability measured at fair value on a recurring basis, which consists of a derivative liability on certain convertible notes payable (see note 11). As of January 31, 2015 this derivative liability had an estimated fair value of $273,084. The Company has no assets that are measured at fair value on a recurring basis.
The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of January 31, 2015:
Balance at July 31, 2014
|
|
$
|
177,907
|
|
Conversions
|
|
|
(136,120
|
)
|
Total (gains)losses included in earnings
|
|
|
37,815
|
|
Issuances
|
|
|
197,500
|
|
|
|
|
|
|
Balance at January 31, 2015
|
|
$
|
273,084
|
|
The fair value of this derivative liability was calculated using the multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions; redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were as follows:
|
|
January 31,
|
|
|
|
2015
|
|
Expected term in years
|
|
0-.26 years
|
|
Risk-free interest rates
|
|
|
0.01-0.11
|
%
|
Volatility
|
|
|
194 -202
|
%
|
Dividend yield
|
|
|
0
|
%
|
In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company will continue to adjust the derivative liability for changes in fair value until the notes mature. The company had notes mature during the six months ended January 31, 2015 on October 14, 2014 and December 26, 2014.
NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS
Geographic Sales Regions
We currently sell and distribute our products six geographic regions: North Asia, Greater China, South Asia/Pacific, Europe, Middle East, and Americas. The following table sets forth the revenue for each of the geographic regions for the three and six months ended January 31, 2015 and 2014:
|
|
Three Months Ended January 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
144,706
|
|
|
|
53.31
|
%
|
|
$
|
293,025
|
|
|
|
67.60
|
%
|
North Asia
|
|
|
9,818
|
|
|
|
3.62
|
|
|
|
26,794
|
|
|
|
6.18
|
|
Greater China
|
|
|
18,442
|
|
|
|
6.79
|
|
|
|
21,555
|
|
|
|
4.97
|
|
South Asia/Pacific
|
|
|
97,324
|
|
|
|
35.85
|
|
|
|
92,109
|
|
|
|
21.25
|
|
Europe
|
|
|
1,169
|
|
|
|
0.43
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
271,459
|
|
|
|
100.00
|
%
|
|
$
|
433,483
|
|
|
|
100.00
|
%
|
|
Six Months Ended January 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
507,794
|
|
|
|
55.64
|
%
|
|
$
|
983,778
|
|
|
|
80.18
|
%
|
North Asia
|
|
|
11,838
|
|
|
|
1.30
|
|
|
|
26,794
|
|
|
|
2.18
|
|
Greater China
|
|
|
170,547
|
|
|
|
18.69
|
|
|
|
41,087
|
|
|
|
3.35
|
|
Middle East
|
|
|
46
|
|
|
|
0.01
|
|
|
|
-
|
|
|
|
-
|
|
South Asia/Pacific
|
|
|
221,302
|
|
|
|
24.25
|
|
|
|
175,320
|
|
|
|
14.29
|
|
Europe
|
|
|
1,169
|
|
|
|
0.13
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
912,696
|
|
|
|
100.00
|
%
|
|
$
|
1,226,979
|
|
|
|
100.00
|
%
|
The table below lists our equipment, net, by geographic area for the three and six months ended January 31, 2015 and 2014:
|
|
Three and Six Months Ended January 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
12,090
|
|
|
|
100.00
|
%
|
|
$
|
18,606
|
|
|
|
100.00
|
%
|
North Asia
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Greater China
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Middle East
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
South Asia/Pacific
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Europe
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
%
|
|
|
$
|
12,090
|
|
|
|
100.00
|
%
|
|
$
|
18,606
|
|
|
|
100.00
|
|
The table below lists revenue generated by each of the Company's product lines during the three and six months ended January 31, 2015 and 2014:
|
Three Months Ended January 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Product Sales
|
|
$
|
270,577
|
|
|
|
99.67
|
%
|
|
$
|
430,879
|
|
|
|
99.40
|
%
|
NBA Services
|
|
|
897
|
|
|
|
0.33
|
|
|
|
2,604
|
|
|
|
0.60
|
|
Educational Services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
271,474
|
|
|
|
100.00
|
%
|
|
$
|
433,483
|
|
|
|
100.00
|
%
|
|
Six Months Ended January 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
%
|
|
Product Sales
|
|
$
|
905,238
|
|
|
|
99.18
|
%
|
|
$
|
1,215,590
|
|
|
|
99.07
|
|
NBA Services
|
|
|
7,458
|
|
|
|
0.82
|
|
|
|
11,389
|
|
|
|
0.93
|
|
Educational Services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
%
|
|
|
$
|
912,696
|
|
|
|
100.00
|
%
|
|
$
|
1,226,979
|
|
|
|
100.00
|
|
Significant Customers
Three customer's make up 16.4% and 41.9% of total sales as of the three months ended January 31, 2015 and 2014, respectively, and 36.60% and 49.1% of total sales as of the six months ended January 31, 2015 and 2014, respectively.
NOTE 14 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through March 23, 2015, which is the date the financial statements were available to be issued. The Company identified the following subsequent events through March 23, 2015:
On February 9, 2015, KBM converted an additional $11,455 of principal related to the March 19, 2014, convertible note, into 2,793,902 shares of the Company's common stock at $0.0041 per share. The remaining principal balance due after the conversion was $21,545.
On March 4, 2015, KBM Worldwide, Inc. ("KBM") converted an additional $9,055 of principal related to the March 19, 2014, convertible note, into 2,382,895 shares of the Company's common stock at $0.0038 per share. The remaining principal balance due after the conversion was $12,490.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction with our financial statements for the three and six-month periods ended January 31, 2015 and 2014.
Our operating results for the three and six-month periods ended January 31, 2015 and 2014, are summarized as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
271,474
|
|
|
$
|
433,483
|
|
|
$
|
912,696
|
|
|
$
|
1,226,979
|
|
Cost of Sales
|
|
$
|
(162,459
|
)
|
|
$
|
(262,857
|
)
|
|
$
|
(462,327
|
)
|
|
$
|
(899,397
|
)
|
Operating Expenses
|
|
$
|
(879,186
|
)
|
|
$
|
(1,100,826
|
)
|
|
$
|
(1,169,105
|
)
|
|
$
|
(1,477,973
|
)
|
Loss on settlement of fraudulent activity
|
|
$
|
-
|
|
|
$
|
(37,300
|
)
|
|
$
|
-
|
|
|
$
|
(37,300
|
)
|
Other Income |
|
$ |
3,989 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Change in fair value
|
|
$
|
16,573
|
|
|
$
|
617
|
|
|
$
|
16,573
|
)
|
|
$
|
617
|
|
Interest Expense
|
|
$
|
(194,398
|
)
|
|
$
|
(30,396
|
)
|
|
$
|
(281,000
|
)
|
|
$
|
(38,901
|
)
|
Net Income (Loss)
|
|
$
|
(944,008
|
)
|
|
$
|
(997,279
|
)
|
|
$
|
(983,163
|
)
|
|
$
|
(1,225,975
|
)
|
Revenues and Cost of Sales
Our business model currently generates revenues from two primary sources:
1)
|
Product sales: 99.67% and 99.40% and 99.18% and 99.07% for the three and six months ended January 31, 2015 and 2014, respectively; and
|
2)
|
Nutritional Blood Analysis (NBA) services: .33% and .60% and .82% and .93% for the three and six months ended January 31, 2015 and 2014, respectively.
|
Our revenues from product sales decreased from $433,483 and $1,226,979 in the three and six months ended January 31, 2014, to $271,474 and $912,696 in the three and six months ended January 31, 2015, a decrease of 37.37% and 25.61% totaling $162,009 and $314,283, respectively. The decrease was due to a decrease in product sales with both large and small customers. The revenues from NBA services decreased from $2,604 and $11,389 in the three and six months ended January 31, 2014, to $882 and $7,458 in the three and six months ended January 31, 2015, a decrease of $1,722 and $3,931, respectively. The decrease is due to the company attending fewer trade shows to generate NBS services in the three and six-month period
Revenues derived from sales in the Americas totaled $144,706 and $507,794, or 53.31% and 55.64%, in the three and six months ended January 31, 2015, as compared to $293,025 and $983,778, or 67.60% and 80.18%, in the three and six months ended January 31, 2014, respectively. Revenues derived from sales outside of the Americas totaled $126,753 and $404,902, or 32.40% and 44.38%, in the three and six months ended January 31, 2015, as compared to $140,458 and $243,201, or 32.40% and 19.82%, in the three and six months ended January 31, 2014, respectively.
Revenues derived from product sales totaled $270,577 and $905,238, or 99.67% and 99.40%, in the three and six months ended January 31, 2015, as compared to $430,879 and $1,215,590, or 99.40% and 99.07%, in the comparable period in 2014, respectively. The company also derived revenue from NBA services in the amount of $882 and $7,458, or 0.33% and 0.82%, in the three and six months ended January 31, 2015, as compared to $2,604 and $11,389, or 0.60% and 0.93%, in the three and six months ended January 31, 2014, respectively. The company did not derive revenues from educational services in 2015 or 2014.
Our cost of sales decreased from $262,857 and $899,397 in the three and six months ended January 31, 2014, to $162,459 and $462,357 in the three and six months ended January 31, 2015, a decrease of 38.19% and 48.60% totaling $100,398 and $437,070. The decrease directly relates to the decrease in product sales in 2015.
Interest expense increased from $30,396 and $38,901 in the three and six months ended January 31, 2014, to $194,398 and $281,000 in the three and six months ended January 31, 2015, an increase of 539.55% and 622.35% totaling $164,002 and $242,099, respectively. The increase is due to the Company taking out five convertible notes in the current six month period.
Expenses
Our operating expenses for the three and six-month periods ended January 31, 2015 and 2014, are outlined in the table below:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
84,692
|
|
|
$
|
127,074
|
|
|
$
|
179,043
|
|
|
$
|
240,097
|
|
Professional fees
|
|
$
|
145,137
|
|
|
$
|
454,221
|
|
|
$
|
198,398
|
|
|
$
|
592,153
|
|
Research and development
|
|
$
|
93
|
|
|
$
|
-
|
|
|
$
|
93
|
|
|
$
|
31,617
|
|
Salaries and wages
|
|
$
|
649,264
|
|
|
$
|
519,531
|
|
|
$
|
791,571
|
|
|
$
|
614,106
|
|
Our total operating expenses for the three and six months ended January 31, 2015, were $879,186 and $1,169,105, as compared to $1,100,826 and $1,477,973 for the comparable periods in 2014, a decrease of 20.13% and 20.90% totaling $221,640 and $308,868. The decrease in operating expenses during the three and six months ended January 31, 2015, as compared to the same periods in 2014 was due to decreases in salaries and wages, general and administrative, and professional expenses.
General and administrative expense decreased from $127,074 and $240,097 in the three and six months ended January 31, 2014, to $84,692 and $179,043 in the comparable period in 2015, a decrease of 33.35% and 25.43% totaling $42,382 and $61,054, respectively. The change is due mainly to decreased travel expense, insurance, and freight expense in the three and six months ended January 31, 2015, compared to the same period in 2014.
Research and development expense decreased as a result of the Company funding a large clinical study on the effects of the patented AES™, which decreased research and development expense from $0 and $31,617 in the three and six months ended January 31, 2014, to $93 and $93 in the same period in 2015.
Professional fees decreased from $454,221 and $592,153 in the three and six months ended January 31, 2014, to $145,137 and $198,398 in the three and six months ended January 31, 2015, a decrease of $309,084 and $393,755. The decrease is due to the Company both reducing the number of outside consultants providing management services for the public company and obtaining better rates for those services. Professional fees includes engaging outside accountants to provide accounting services, engaging auditors to review and audit its financial statements, incurring increased legal expenses as a result of becoming a public company, and issuing stock for services as a result of becoming a public company.
Salaries and wages expenses increased from $519,531 and $614,106 in the three and six months ended January 31, 2014, to $649,264 and $791,571 during the same periods in 2014, an increase of 24.97% and 28.90% totaling $129,733 and $177,465, respectively. The increase is due to an increase in compensation to one of our directors and due to share-based compensation to our CEO for acquiring Nutriband, his appointment to the Board of Directors, and his employment contract.
Equity Compensation
The Company issued stock bonuses of 37,657,463 and 44,117,647 shares of common stock to the Company's CEO and the Company's founder and Director, respectively, during the current quarter.
Liquidity and Financial Condition
Working Capital
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
479,920
|
|
|
$
|
872,643
|
|
Current Liabilities
|
|
$
|
1,833,644
|
|
|
$
|
761,785
|
|
Working Capital (deficit)
|
|
$
|
(1,353,724
|
)
|
|
$
|
110,858
|
|
Cash Flows
|
|
|
|
|
|
|
|
Six Months Ended
|
|
January 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
(438,797
|
)
|
|
$
|
(484,509
|
)
|
Net Cash Provided by (Used in) Financing Activities
|
|
$
|
470,728
|
|
|
$
|
602,163
|
|
Net Cash Used in Investing Activities
|
|
$
|
41,243
|
|
|
$
|
0
|
|
Increase in Cash during the Period
|
|
$
|
73,174
|
|
|
$
|
117,654
|
|
Cash and Cash Equivalents, End of Period
|
|
$
|
152,409
|
|
|
$
|
128,783
|
|
The Company had current assets of $479,920 during the six months ended January 31, 2015, as compared to $872,643 in the comparable period in 2014; the decrease is mostly due to the Company reducing the amounts of Accounts Receivable through collections, lower inventory levels, and reduced prepaid expenses, and increased cash payments to vendors in the current period. The Company had current liabilities of $1,833,644 during the six months ended January 31, 2015, as compared to $761,785 in the comparable period in 2014. The increase is mainly due to an increase in convertible notes, derivative liability, increase in unearned revenues, and an increase in accounts payable and accrued expenses due to a decrease in sales. The Company has incurred cumulative losses since inception of $4,757,634. As of January 31, 2014, the Company had a working capital deficit of ($1,353,724) due to recurring losses and borrowing to cover those losses during the six months ended January 31, 2015, as compared to the same period in 2014.
Cash from operating activities decreased to ($438,797) during the six months ended January 31, 2015, as compared to $(484,509) in the comparable period in 2014. The decrease was mostly due to changes in net income (loss), accounts receivable, inventory, unearned revenue, and accounts payable.
Cash from financing activities decreased to $470,728 during the six months ended January 31, 2015, as compared to $602,163 in the comparable period in 2014. The decrease was mostly due to decrease in borrowing of convertible notes coupled with a decrease in proceeds from related party notes payable and lines of credit.
Cash used in investing activities increased to $41,243 during the six months ended January 31, 2015, from $0 in the same period in 2014. The increase is due to acquiring Nutriband in 2015, while there were no acquisitions in 2014.
The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations. Management's plan to address these issues includes a continued exercise of cost controls to conserve cash and obtaining additional debt and/or equity financing.
As we continue our business operations, we will continue to experience net negative cash flows from operations, pending receipt of significant revenues that generate a positive sales margin.
The Company expects that additional operating losses will occur until net margins gained from sales revenue is sufficient to offset the costs incurred for marketing, sales and product development. Until the Company has achieved a sales level sufficient to break even, it will not be self-sustaining or be competitive in the areas in which it intends to operate.
The Company's management team believes that its success depends on the Company's ability to raise additional capital and increase product sales. The Company is currently expanding into Southeast Asia and the European Union. By selling in multiple international markets, the Company believes that it will be able to successfully implement its business plan and achieve profitability.
As of January 31, 2015, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months. We anticipate substantial increases in our cash requirements which will require additional capital to be generated from the sale of Common Stock, the sale of Preferred Stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations. Failure to obtain additional financing would have a material adverse effect on our business operations. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.
Recent global events, as well as domestic economic factors, have limited the access of many companies to both debt and equity financing. As such, no assurance can be made that financing will be available or available on terms acceptable to the Company, and, if available, it may take the form of debt or equity. In either case, any financing will have a negative impact on our financial condition and may result in an immediate and substantial dilution to our existing stockholders.
Although the Company intends to engage in a subsequent equity offering of its securities to raise additional working capital for operations, the Company has no firm commitments for any additional equity funding at the present time. However, during the six months ended January 31, 2015, the Company obtained cash proceeds of $175,000 by issuing three convertible notes for $73,500, $59,000, and $65,000 in principal. Insufficient financial resources may require the Company to delay or eliminate all or some of its development, marketing and sales plans, which could have a material adverse effect on the Company's business, financial condition and results of operations. There is no certainty that the expenditures to be made by the Company will result in a profitable business proposed by the Company.
Subsequent Events
On February 9, 2015, KBM Worldwide, Inc. ("KBM") converted $11,455 of principal related to the March 19, 2014, convertible note, into 2,793,902 shares of the Company's common stock at $0.0041 per share. The remaining principal balance due after the conversion was $21,545.
On March 4, 2015, KBM converted an additional $9,055 of principal related to the March 19, 2014, convertible note, into 2,382,895 shares of the Company's common stock at $0.0038 per share. The remaining principal balance due after the conversion was $12,490.
Critical Accounting Policies
Our financial statements are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements included in both of the Company's Current Reports on Form 8-K and Form 8-K/A filed on September 24, 2013 and December 12, 2013 respectively. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.
Revenue Recognition
Our revenue is derived from the service revenue from Nutritional Blood Analysis, sale of retail products, and revenue derived from educational services.
The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. As of July 31, 2013 and 2012, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As the Company is a "smaller reporting company," this item is not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
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 and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:
|
1. |
A lack of independent directors; |
|
2. |
Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions; |
|
3. |
Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; |
|
4. |
Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. |
To remediate our internal control weaknesses, management intends to implement the following measures:
|
▪ |
The Company will add a sufficient number of independent directors to the board and form an Audit Committee. |
|
▪ |
The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements. |
|
▪ |
The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting. |
|
▪ |
Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures. |
The additional hiring is wholly contingent upon the Company's ability to increase its cash flow as a result of its operations. Management hopes to have sufficient funds in the coming fiscal year to begin to institute the above measures but provides no assurances that it will be able to do so.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred in the six months ended January 31, 2015, that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
Limitations on the Effectiveness of Controls
The Company's management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
On June 17, 2013, the Company's subsidiary, Health Education Corporation ("Health Education"), served a complaint on Ignite Naturals, Inc., a customer ("Ignite"), for breach of contract and failure to pay amounts owed by Ignite for its purchase orders with Health Education, and seeking general damages of $146,352.76. Ignite subsequently removed the case from Utah state court to federal district court, and filed an Answer and Counterclaim, which the Company answered on September 9, 2013. Ignite's counsel subsequently withdrew from the case, the court ordered Defendant to have new counsel appear within 21 days, and on November 18, 2013, the court entered an order ordering Defendant to, within 14 days of the order, show cause why sanctions against Defendant should not be imposed for failure to appoint counsel. On December 10, 2013, for Defendant's failure to appear at the initial pretrial conference or show cause why sanctions against Defendant were not appropriate, the court entered an order imposing terminating sanctions on Defendant and directing the court clerk to enter judgment in favor of Health Education for $146,352.76. On December 12, 2013, the court entered judgment in favor of Health Education against Ignite for $146,352.76.
On November 22, 2013, the Company, through counsel, sent a demand to Zions Bank ("Zions") in connection with the three wires sent by Zions pursuant to oral instructions received from the person fraudulently identifying himself as Dr. Gibbs via telephone (totaling $208,920), for an immediate credit to the Company's bank account of all unrecovered funds from those wires (totaling $54,028). On January 7, 2014, the Company settled with Zions in full, and Zions paid the Company $27,014.
On March 20, 2014, the Company's subsidiary, Health Education Corporation ("Health Education"), was served a copy of a complaint filed by EpicEra Incorporated ("Epic") in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products. On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which is Epic's owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure. Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education's proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education's proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own. Health Education's claims request general damages as well as punitive damages. The case is currently in the discovery phase.
On January 16, 2015, the Company was served a copy of a complaint filed by NHK Laboratories, Inc., in the Superior Court of California, County of Los Angeles arising out of an alleged breach of contract and seeking $79,769.92 in principal, plus interest and attorney fees. The Company retained local counsel who answered the complaint, denying Plaintiff's allegations, and the case is currently in the discovery phase.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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During the six months ended January 31, 2015, the Company issued 5,931,013 shares of common stock to Asher Enterprises, Inc. ("Asher") related to six conversions by Asher of the convertible promissory note dated January 14, 2014, for a total of $78,500 in principal and $3,140 in interest. The first conversion, on September 24, 2014, converted $15,000 of principal into 583,658 shares of the Company's common stock at $0.0257 per share. The second conversion, on October 2, 2014, converted an additional $15,000 of principal into 810,811 shares of the Company's common stock at $0.0185 per share. The third conversion, on October 9, 2014, converted an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share. The fourth conversion, on November 14, 2014, converted an additional $15,000 of principal into 931,677 shares of the Company's common stock at $0.0521 per share. The fifth conversion, on December 12, 2014, converted an additional $12,500 of principal into 1,041,667 shares of the Company's common stock at $0.012 per share. The sixth conversion, on December 23, 2014, converted an additional $9,000 of principal plus $3,140 in accrued interest into 1,686,111 shares of the Company's common stock at $0.0072 per share. The remaining principal balance due after the conversions was $0.
During the six months ended January 31, 2015, the Company issued 3,479,064 shares of common stock to KBM Worldwide, Inc. ("KBM") related to two conversions by KBM of the convertible promissory note dated March 19, 2014. The first conversion on January 20, 2015, converted $5,000 of principal into 892,857 shares of the Company's common stock at $0.0102 per share. The second conversion on January 26, 2015, converted an additional $15,000 in principal into 2,586,207 shares of the Company's common stock at $0.0140 per share. The remaining principal balance due after those conversions was $33,000, although the principal amount has since been reduced by additional conversions after January 31, 2015.
During the six month period ended January 31, 2015, the Company also issued 90,715,944 shares of common stock for share-based compensation, acquisitions, and consulting services. On January 29, 2015, the Company completed the acquisitions of Nutriband and the AES™ intellectual property by issuing (1) 3,172,554 shares of the Company's common stock to the Nutriband seller, and (2) 44,117,647 shares of the Company's common stock to the family partnership of the Company's founder and director, Dr. Gibbs. On January 29, 2015, the Company issued 5,000,000 shares of the Company's common stock to an entity controlled by Michael Doron, the Company's CEO and director, in consideration for Mr. Doron's previous appointment to the Company's Board of Directors. On January 29, 2015, the Company issued 2,500,000 shares of the Company's common stock to an entity controlled by Michael Doron in consideration for Mr. Doron's negotiation and closing of the Nutriband acquisition. On January 29, 2015, the Company issued 30,157,463 shares of the Company's common stock to an entity controlled by Michael Doron in satisfaction of the Company's obligations to Mr. Doron under the Company's employment contract with Mr. Doron. On January 29, 2015, the Company issued 5,768,280 shares of the Company's common stock to an outside consultant for general business and marketing consulting services rendered during the quarter.
The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
Exhibit No.
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Description
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2.1
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Share Exchange Agreement with Health Education and the Shareholders of Health Education dated September 13, 2013 (incorporated by reference to our Form 8-K filed on September 24, 2013)
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3.1
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Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
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3.2
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Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
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3.3
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Articles of Merger filed with the Nevada Secretary of State on September 9, 2013 with an effective date of September 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 19, 2013)
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10.1
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License Agreement with Tracy Gibbs for US Patent Number 7,235,390 B2, dated June 14, 2007 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
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10.2
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Employment Agreement with Nathan Jenson, dated May 14, 2012 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
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10.3
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Office Lease Agreement with Unity Investments, LLC (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
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10.4
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License and Distribution Agreement with Nutriband USA, LLC, dated March 10, 2013 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
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10.5
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License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles (incorporated by reference to our Current Report on Form 8-K filed on November 26, 2013)
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10.6
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Amended License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles (incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2014)
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10.7
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Agreement for Share Exchange dated January 26, 2015 (incorporated by reference to our Form 8-K filed on February 2, 2015)
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10.8
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Bill of Sale and Assignment dated January 26, 2015 (incorporated by reference to our Form 8-K filed on February 2, 2015)
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16.1
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Letter from Sadler, Gibb & Associates, L.L.C., dated September 25, 2013 regarding change in registered public accounting firm (incorporated by reference to our Amendment No. 1 to Current Report on Form 8-K/A filed on September 27, 2013)
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16.2
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Letter from Mantyla McReynolds, LLC, dated May 22, 2014, regarding change in registered public accounting firm (incorporated by reference to our Current Report on Form 8-K filed on May 23, 2014)
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21
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List of Subsidiaries:
Health Education Corporation dba Nutranomics, a Utah company
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31.1 (1)
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Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2 (1)
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Certification of Principal Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1 (1)
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Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
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32.2 (1)
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Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
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101.SCH (1)
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XBRL Taxonomy Extension Schema Document
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101.CAL (1)
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF (1)
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB (1)
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE (1)
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1) Filed herewith
Pursuant to the requirements of Section 13 or 15(d) 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.
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Nutranomics, Inc.
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Date: March 23, 2015
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By:
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/s/ Michael Doron
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Michael Doron
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Chief Executive Officer
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Chief Financial Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, 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: March 23, 2015
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/s/ Michael Doron
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Michael Doron, Chief Executive Officer,
Chief Financial Officer, and Director
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Date: March 23, 2015
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/s/ Tracy Gibbs
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Tracy Gibbs, Director
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30