Bionik Laboratories Corp. - Quarter Report: 2012 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, 2012

-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 in its charter)

Colorado		27-1340346
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1496 N. Higley Rd. Ste. 104 Gilbert AZ		85234
(Address of Principal Executive Offices		(Zip Code)

Registrant's Telephone Number, Including Area Code:		(480) 654-9400

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 [ ]   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 19, 2012:  Common Stock – 4,988,600

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STRATEGIC DENTAL MANAGEMENT, CORP.

FORM 10-Q

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		11
Item 3.  Quantitative and Qualitative Disclosure   About Market Risk		14
Item 4.  Controls and Procedures		14

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings		15
Item 1A.  Risk Factors		15
Item 2.  Unregistered Sales of Equity Securities and   Use of Proceeds		15
Item 3.  Defaults upon Senior Securities		15
Item 4.  Mine Safety Disclosures		15
Item 5.  Other Information		15
Item 6.  Exhibits		15
SIGNATURES		16

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Part 1 – Financial Information

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company)

BALANCE SHEET

The accompanying notes are an integral part of the financial statement

4

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company

STATEMENT OF OPERATIONS

The accompanying notes are an integral part of the financial statements

5

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Continued on next page)

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STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Continued from previous page)

The accompanying notes are an integral part of the financial statements

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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.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Strategic Dental Management Corp and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

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.

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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.

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

Revenue is recognized on an accrual basis as earned under contract terms.

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.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

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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.

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

Forward-looking Statements

Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Annual report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by Strategic Dental) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are other than statements of historical facts. Although Strategic Dental believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to Strategic Dental’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in Strategic Dental’s filings with the Securities and Exchange Commission, including without limitation to this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

At September 30, 2012, Strategic Dental had a cash balance of $15,568, a $3,113 increase from the $12,455 balance at December 31, 2011.  The increase was primarily due to increased revenues.

For the nine months ended September 30, 2012 and 2011, we did not pursue any investing activities.

For the nine months ended September 30, 2012 and 2011, we did not pursue any financing activities.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, Strategic Dental has incurred income of $2,840 and $90 for the nine months ended September 30, 2012 and 2011, respectively, which raises substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash

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flows, if ever.  Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms.

The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their auditors’ report dated March 22, 2012. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.   

Results of Operations for the Three Months Ended September 30, 2012 and 2011.

For the three months ended September 30, 2012, we received $1,500 in revenue from related parties and had general and administrative expenses of $359.  We had interest expenses of $90.  As a result, we had net income of $1,051 for the three months ended September 30, 2012.

Comparatively, for the three months ended September 30, 2011, we received $3,500 in revenue from related parties and had general and administrative expenses of $2,120.  We had interest expenses of $90.  As a result, we had net income of $1,290 for the three months ended September 30, 2011.  The decreased gain from operations between the three months ended September 30, 2012 and 2011 was due to a decrease in revenues for 2012, though it was tempered by a decrease in general and administrative expenses between 2011 and 2012.

For the nine months ended September 30, 2012, we received $7,000 in revenue and had general and administrative expenses of $3,887.  We had interest expenses of $273.  As a result, we had net income of $2,840 for the nine months ended September 30, 2012.

Comparatively, for the nine months ended September 30, 2011, we received $5,500 in revenue and had general and administrative expenses of $5,320.  We had interest expenses of $90.  As a result, we had net income of $90 for the nine months ended September 30, 2011.  The increased gain from operations between the nine months ended September 30, 2012 and 2011 was due to the increase in revenues for 2012 along with a decrease in general and administrative expenses.

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General and administrative expenses, which consist of fees paid for legal, accounting, and auditing services, were incurred primarily to enable Strategic Dental to satisfy the requirements of a reporting company.

Going Concern

Our auditors have issued an opinion on our financial statements, which includes a statement describing our going concern status.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations.  This is because we have generated only minimal revenues.   We do not anticipate revenues will significantly increase until we begin heavily marketing the product.  Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in our current public offering, we do not know how long the money will last, however, we do believe it will last at least twelve months.  We can offer no assurance that we will raise any funds in our current public offering.  

Off-Balance Sheet Arrangements

The registrant had no material off-balance sheet arrangements as of September 30, 2012.

Critical Accounting Policies and Estimates

Management's discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies.  We believe our estimates and assumptions to be reasonable under the circumstances.  However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern.  If we are unable to continue as a going concern we would experience additional losses from the write-down of assets.  

New Accounting Pronouncements

The registrant has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the registrant.   

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk  

Not applicable for smaller reporting companies.

Item 4.  Controls and Procedures

During the three months ended September 30, 2012, 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, 2012.  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, 2012 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 Commission's 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 issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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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.   Mine Safety Disclosures

Not Applicable

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

Exhibit 101.INS**   XBRL Instance Document

Exhibit 101.SCH**   XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

Exhibit 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.

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SIGNATURES

Pursuant to the requirements of the 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, there unto duly authorized.

Strategic Dental Management Corp.

By:  /s/ Brian E Ray

Brian E Ray, President

 

Date:  November 19, 2012

 

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.

 

 

By:  /s/ Brian E Ray

Brian E Ray

Principal Executive Officer

Director and President

 

Date:  November 19, 2012

 

By:  /s/ John C. Lundgreen

John C. Lundgreen

Principal Financial and Accounting Officer

Director and Secretary/Treasurer

 

Date:  November 19, 2012

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