Bionik Laboratories Corp. - Quarter Report: 2011 September (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________
Commission File Number 333-172110
Strategic Dental Management Corp.
(Exact name of registrant as specified in its charter)
Colorado |
| 27-1340346 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
1496 N. Higley Rd. Gilbert, AZ |
| 85234 |
(Address of principal executive offices) |
| (Zip Code) |
(480) 654-9400
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] |
| Non-accelerated filer [ ] |
Accelerated filer [ ] |
| Smaller reporting company [x] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock,
November 21, 2011:
Common Stock - 4,900,000
2
STRATEGIC DENTAL MANAGEMENT CORP.
FORM 10-Q
For the quarterly period ended September 30, 2011
INDEX
PART 1 FINANCIAL INFORMATION
|
| Page |
Item 1. Financial Statements (Unaudited) |
| 4 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 9 |
Item 3. Quantitative and Qualitative Disclosure About Market Risk |
| 11 |
Item 4. Controls and Procedures |
| 11 |
PART II OTHER INFORMATION
Item 1. Legal Proceedings |
| 13 |
Item 1A. Risk Factors |
| 13 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 13 |
Item 3. Defaults upon Senior Securities |
| 13 |
Item 4. (Removed and Reserved) |
| 13 |
Item 5. Other Information |
| 13 |
Item 6. Exhibits |
| 13 |
|
|
|
SIGNATURES |
| 14 |
3
STRATEGIC DENTAL MANAGEMENT CORP.
(A Development Stage Company)
BALANCE SHEETS
|
|
|
| Sept. 30, 2011 |
|
| Dec. 31, 2010 |
| (Unaudited) |
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
Cash |
| $7,855 |
| $8,035 |
Accounts receivable |
| 79 |
| 79 |
Total current assets |
| 7,934 |
| 8,114 |
|
|
|
|
|
Total Assets |
| $7,934 |
| $8,114 |
|
|
|
|
|
LIABILITIES & |
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Notes payable - current |
| $- |
| $6,000 |
Accrued interest payable |
| - |
| 90 |
Total current liabilities |
| - |
| 6,090 |
|
|
|
|
|
Notes payable |
| 6,000 |
| - |
Total Liabilities |
| 6,000 |
| 6,090 |
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
Preferred stock, $.001 par value; |
|
|
|
|
5,000,000 shares authorized; |
|
|
|
|
no shares issued and outstanding |
| - |
| - |
Common stock, $.001 par value; |
|
|
|
|
45,000,000 shares authorized; |
|
|
|
|
4,900,000 shares issued and outstanding |
| 4,900 |
| 4,900 |
Additional paid in capital |
| 4,900 |
| 4,900 |
Deficit accumulated during the dev. stage |
| (7,866) |
| (7,776) |
|
|
|
|
|
Total Stockholders' Equity |
| 1,934 |
| 2,024 |
|
|
|
|
|
Total Liabilities and Stockholders' Equity |
| $7,934 |
| $8,114 |
The accompanying notes are an integral part of the financial statements.
4
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
| Period From |
|
|
|
|
|
| Jan. 08, 2010 |
|
| Three Months |
| Three Months |
| (Inception) |
|
| Ended |
| Ended |
| Through |
|
| Sept. 30, 2010 |
| Sept. 30, 2011 |
| Sept. 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - related party |
| $ 1,500 |
| $ 3,500 |
| $ 5,204 |
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
General and administrative |
| 6,129 |
| 2,120 |
| 7,569 |
|
| 6,129 |
| 2,120 |
| 7,569 |
|
|
|
|
|
|
|
Gain (loss) from operations |
| (4,629) |
| 1,380 |
| (2,365) |
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
Interest expense |
| - |
| (90) |
| - |
Miscellaneous income |
| - |
| - |
| 200 |
|
| - |
| (90) |
| 200 |
Income (loss) before |
|
|
|
|
|
|
provision for income taxes |
| (4,629) |
| 1,290 |
| (2,165) |
|
|
|
|
|
|
|
Provision for income tax |
| - |
| - |
| - |
|
|
|
|
|
|
|
Net income (loss) |
| $ (4,629) |
| $ 1,290 |
| $ (2,165) |
|
|
|
|
|
|
|
Net income (loss) per share |
|
|
|
|
|
|
(Basic and fully diluted) |
| $ (0.00) |
| $ - |
| $ (0.00) |
|
|
|
|
|
|
|
Weighted average number of |
|
|
|
|
|
|
common shares outstanding |
| 4,900,000 |
| 4,900,000 |
| 4,838,889 |
(Continued on Following Page)
5
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
(Continued from previous page)
|
|
|
| Period From |
|
|
|
| Jan. 08, 2010 |
|
| Nine Months |
| (Inception) |
|
| Ended |
| Through |
|
| Sept. 30, 2011 |
| Sept. 30, 2011 |
|
|
|
|
|
|
|
|
|
|
Revenue - related party |
| $5,500 |
| $12,204 |
|
|
|
|
|
Operating expenses: |
|
|
|
|
General and administrative |
| 5,320 |
| 20,090 |
|
| 5,320 |
| 20,090 |
|
|
|
|
|
Gain (loss) from operations |
| 180 |
| (7,886) |
|
|
|
|
|
Other income (expense): |
|
|
|
|
Interest expense |
| (90) |
| (90) |
Miscellaneous income |
| - |
| 200 |
|
| (90) |
| 110 |
Income (loss) before |
|
|
|
|
provision for income taxes |
| 90 |
| (7,776) |
|
|
|
|
|
Provision for income tax |
| - |
| - |
|
|
|
|
|
Net income (loss) |
| $ 90 |
| $ (7,776) |
|
|
|
|
|
Net income (loss) per share |
|
|
|
|
(Basic and fully diluted) |
| $ 0.00 |
|
|
|
|
|
|
|
Weighted average number of |
|
|
|
|
common shares outstanding |
| 4,900,000 |
|
|
The accompanying notes are an integral part of the financial statements.
6
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Period From |
|
|
| Period From |
|
| Jan. 08, 2010 |
|
|
| Jan. 08, 2010 |
|
| (Inception) |
| Nine Months |
| (Inception) |
|
| Through |
| Ended |
| Through |
|
| Sept. 30, 2010 |
| Sept. 30, 2011 |
| Sept. 30, 2011 |
|
|
|
|
|
|
|
Cash Flows From Operating Activities: |
|
|
|
|
|
|
Net income (loss) |
| $(2,165) |
| $ 90 |
| $(7,776) |
|
|
|
|
|
|
|
Adjustments to reconcile net loss to |
|
|
|
|
|
|
net cash provided by (used for) |
|
|
|
|
|
|
operating activities: |
|
|
|
|
|
|
Accounts receivable |
| - |
| - |
| (79) |
Accrued payables |
| 127 |
| 90 |
| 90 |
Income tax payable |
| - |
| - |
| - |
Compensatory stock issuances |
| 800 |
| - |
| 800 |
Net cash provided by (used for) |
|
|
|
|
|
|
operating activities |
| (1,238) |
| 180 |
| (6,965) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|
| - |
| - |
| - |
Net cash provided by (used for) |
|
|
|
|
|
|
investing activities |
| - |
| - |
| - |
(Continued on Following Page)
7
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued from Previous Page)
|
| Period From |
|
|
| Period From |
|
| Jan. 08, 2010 |
|
|
| Jan. 08, 2010 |
|
| (Inception) |
| Nine Months |
| (Inception) |
|
| Through |
| Ended |
| Through |
|
| Sept. 30, 2010 |
| Sept. 30, 2011 |
| Sept. 30, 2011 |
|
|
|
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
Notes payable - borrowing |
| 6,000 |
| - |
| 6,000 |
Sales of common stock |
| 9,000 |
| - |
| 9,000 |
Net cash provided by (used for) |
|
|
|
|
|
|
financing activities |
| 15,000 |
| - |
| 15,000 |
|
|
|
|
|
|
|
Net Increase (Decrease) In Cash |
| 13,762 |
| 180 |
| 8,035 |
|
|
|
|
|
|
|
Cash At The Beginning Of The Period |
| - |
| 7,855 |
| - |
|
|
|
|
|
|
|
Cash At The End Of The Period |
| $13,762 |
| $8,035 |
| $ 8,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Non-Cash Investing And Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ - |
| $ - |
| $- |
Cash paid for income taxes |
| $ - |
| $ - |
| $- |
The accompanying notes are an integral part of the financial statements.
8
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Strategic Dental Management Corp (the Company) was incorporated in the State of Colorado on January 8, 2010. The Company provides consulting and management services to the dental industry. The Company is currently considered to be in the development stage, and has generated only limited revenues from its consulting activities.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
9
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms.
Advertising costs
Advertising costs are expensed as incurred.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
10
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Financial Instruments
The carrying value of the Companys financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. Our current cash balance is estimated to be sufficient to fund our current operations for two months.
To date, we have received revenues of $12,204. As of September 30, 2011, we had a cash balance of $8,035. We have accounts receivable of $79, giving us total assets of $8,114. As a result of our limited working capital, we have had to limit our operations.
As of September 30, 2011, the Company had a limited cash balance and minimal accounts receivable. The Company has a contract with SofTouch Dental in Gilbert, Arizona for an hourly consulting fee of $100.00, which began on January 15, 2010.
Capital Resources and Source of Liquidity. The Company currently has no material commitments for capital expenditures.
The Company believes that there will be sufficient capital from revenues to conduct operations for the next two (2) months.
Since inception, there have been no investing activities undertaken by the Company.
For the nine months ended September 30, 2011, the Company did not undertake any financing activities.
For the period from January 8, 2010 (Inception) through September 30, 2010, the Company borrowed $6,000 and received $9,000 from the sale of common stock, leading to a total of $15,000 provided by financing activities.
On a long term basis, liquidity is dependent on continuation of operation and receipt of revenues.
Results of Operations. For the three months ended September 30, 2011, the Company had revenue of $3,500. The Company had general and administrative expenses of $2,120, and an interest expense of $90 for a net income of $1,290.
Comparatively, for the three months ended September 30, 2010, the Company had revenues of $1,500 and general and administrative expenses of $6,129 for a net loss of $4,629.
12
The Company reduced its general and administrative costs from $6,129 in the three months ended September 30, 2010 to $2,120 in the three months ended September 30, 2011.
For the nine months ended September 30, 2011, the Company had revenues of $5,500 with general and administrative expenses of $5,320. After the $90 spent on interest expenses, the Company had net income of $90.
Comparatively, for the period from January 8, 2010 (inception) through September 30, 2010, the Company had revenue of $5,204 with general and administrative expenses of $7,569. After including the miscellaneous income of $200, the Company had a net loss of $2,165.
For the nine months ended September 30, 2011, the Company had general and administrative expenses of $5,320. Comparatively, for the period from January 8, 2010 (inception) through September 30, 2010, the Company had general and administrative expenses of $7,569. The percentage of general and administrative expenses to revenues for the nine months ended September 30, 2011 increased to 103% from 69% for the nine months ended September 30, 2010 due to decreased general and administrative expenses.
Plan of Operation. The Company may experience problems; delays, expenses and difficulties sometimes encountered by an enterprise in the registrants stage, many of which are beyond the Companys control. These include, but are not limited to, unanticipated problems relating to additional costs and expenses that may exceed current estimates and competition.
The Company is not delinquent in any of its obligations even though the Company has generated limited operating revenues. The Company intends to market its products and services utilizing cash made available from operations. The Company's management is of the opinion that future revenues will be sufficient to pay its expenses for the next twelve months.
The Company is currently pursuing financing for its operations. The Company is seeking to expand its revenue base and believes that its current cash and revenues as well as any income gained through our offering will be sufficient to fund operations for the following twelve months. Failure to expand its revenue base may result in the Company depleting its available funds and not being able pay its obligations.
13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the period ended September 30, 2011, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2011. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of September 30, 2011 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. (Removed and Reserved)
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 21, 2011
STRATEGIC DENTAL MANAGEMENT CORP.
By:
/s/Brian E. Ray
Brian E. Ray
Principal Executive Officer
By:
/s/John Lundgreen
John Lundgreen
Principal Financial Officer
16