MANHATTAN SCIENTIFICS INC - Quarter Report: 2008 March (Form 10-Q)
Washington,
D. C. 20549
FORM
10-Q
(Mark
One)
x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934
For the
fiscal quarter ended
March 31,
2008
o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from _________________ to
_________________
Commission
file number
000-28411
MANHATTAN SCIENTIFICS,
INC.
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
000-28411
|
85-0460639
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
405 Lexington Avenue, 32nd
Floor, New York, New York, 10174
(Address
of principal executive offices) (Zip code)
Issuer's telephone number:
(212) 551-0577
Securities
registered under Section 12(g) of the Exchange Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes o No þ
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
o
|
Accelerated filer
o
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
Smaller reporting company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
There
were 320,120,926 shares outstanding of registrant’s common stock, par value
$.001 per share, as of April 30, 2008.
Transitional
Small Business Disclosure Format (check one): Yes o No þ
TABLE
OF CONTENTS
|
Page
|
||
|
|
||
|
PART
I
|
||
|
Item
1.
|
Financial
Statements
|
|
|
Consolidated
Balance Sheets as of March 31, 2008 (unaudited) and December 31,
2007
|
3
|
|
|
Unaudited
Consolidated Statements of Operations for the three months ended March
31, 2008 and March 31, 2007 and for the period from July 31, 1992
(Inception) through March 31, 2008
|
4
|
|
|
Unaudited
Consolidated Statements of Cash Flows for the three months ended March
31, 2008 and March 31, 2007 and for the period from
July 31, 1992 (Inception) through March
31, 2008
|
5
|
|
|
Notes
to Unaudited Consolidated Financial Statements
|
7
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
13
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
|
Item
4
|
Controls
and Procedures
|
17
|
|
PART
II
|
||
|
Item
1.
|
Legal
Proceedings
|
18
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
18
|
|
Item
3
|
Defaults
Upon Senior Securities
|
18
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
18
|
|
Item
5.
|
Other
Information
|
18
|
|
Item
6.
|
Exhibits
|
18
|
|
SIGNATURES
|
19
|
|
2
PART
I
ITEM
1. FINANCIAL
STATEMENTS
MANHATTAN
SCIENTIFICS, INC. AND SUBSIDIARIES
(a
development stage enterprise)
CONSOLIDATED
BALANCE SHEETS
|
|
March
31, 2008
(unaudited)
|
December
31,
2007
|
||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 261,000 | $ | 452,000 | ||||
|
Prepaid
expenses and other assets
|
44,000 | 44,000 | ||||||
|
Total
current assets
|
305,000 | 496,000 | ||||||
|
Property
and equipment, net
|
28,000 | 28,000 | ||||||
|
Investments
|
2,000 | 2,000 | ||||||
|
Patents,
net of accumulated amortization of $1,938,000 and $1,886,000,
respectively
|
142,000 | 194,000 | ||||||
|
Other
asset
|
2,000 | 2,000 | ||||||
|
Total
assets
|
$ | 479,000 | $ | 722,000 | ||||
|
LIABILITIES
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 467,000 | $ | 547,000 | ||||
|
Accrued
interest and expenses - related parties
|
229,000 | 220,000 | ||||||
|
Note
payable to former
officers
|
995,000 | 995,000 | ||||||
|
Note
payable - other
|
33,000 | 33,000 | ||||||
|
Total
current liabilities
|
1,724,000 | 1,795,000 | ||||||
|
Commitments
and Contingencies:
|
||||||||
|
CAPITAL
DEFICIT
|
||||||||
|
Capital
stock $.001 par value
|
||||||||
|
Preferred,
authorized 1,000,000 shares
|
||||||||
|
Series
A convertible, redeemable, 10 percent cumulative, authorized 182,525,
shares;
issued
and outstanding - none
|
- | - | ||||||
|
Series
B convertible, authorized 250,000 shares; 49,999 shares issued
and outstanding
|
- | - | ||||||
|
Series
C convertible, redeemable, authorized 14,000 shares;
|
||||||||
|
issued
and outstanding - none
|
- | - | ||||||
|
Common,
authorized 500,000,000 shares,
319,670,926
and 318,544,000 shares issued, and outstanding,
respectively
|
320,000 | 319,000 | ||||||
|
Additional
paid-in-capital
|
50,187,000 | 49,109,000 | ||||||
|
Deficit
accumulated during the development stage
|
(51,752,000 | ) | (50,501,000 | ) | ||||
|
Total
capital deficit
|
(1,245,000 | ) | (1,073,000 | ) | ||||
| $ | 479,000 | $ | 722,000 | |||||
See notes to unaudited
consolidated financial statements
3
MANHATTAN
SCIENTIFICS, INC. AND SUBSIDIARIES
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
|
THREE
MONTHS ENDED
MARCH
31,
|
PERIOD
FROM JULY
31, 1992 |
|||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | 856,000 | ||||||
|
Operating
costs and expenses:
|
||||||||||||
|
General
and administrative
|
1,239,000 | 268,000 | 43,974,000 | |||||||||
|
Research
and development
|
52,000 | 53,000 | 8,874,000 | |||||||||
|
Impairment
charge of certain patents
|
- | - | 189,000 | |||||||||
|
Total
operating costs and expenses
|
1,291,000 | 321,000 | 53,037,000 | |||||||||
|
Loss
from operations before other income and expenses
|
(1,291,000 | ) | (321,000 | ) | (52,181,000 | ) | ||||||
|
Other
income and expenses:
|
||||||||||||
|
Gain
from sale of equity interest
|
- | - | 885,000 | |||||||||
|
Gain
on settlement of NMXS.com option
|
- | - | 50,000 | |||||||||
|
Gain
on legal settlement
|
14,000 | |||||||||||
|
Proceeds
from sale of NMX.com common stock
|
- | - | 393,000 | |||||||||
|
Gain
from sale of Novint Technologies Inc. common stock
|
50,000 | 77,000 | 1,984,000 | |||||||||
|
Gain
on issuance of investor common stock
|
- | - | 531,000 | |||||||||
|
Contract
revenue
|
- | - | 3,741,000 | |||||||||
|
Interest
and other expenses
|
(12,000 | ) | (15,000 | ) | (1,094,000 | ) | ||||||
|
Interest
income
|
2,000 | 1,000 | 186,000 | |||||||||
|
Equity
in losses of investees
|
- | - | (1,243,000 | ) | ||||||||
|
Gain
/ (Loss) on disposal of equipment
|
- | - | (13,000 | ) | ||||||||
|
NET
LOSS
|
$ | (1,251,000 | ) | $ | (258,000 | ) | $ | (46,747,000 | ) | |||
|
BASIC
AND DILUTED LOSS PER COMMON SHARE:
|
||||||||||||
|
Weighted
average number of common shares outstanding
|
319,478,985 | 200,449,577 | ||||||||||
|
Basic
and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
See notes to unaudited
consolidated financial statements
4
MANHATTAN
SCIENTIFICS, INC. AND SUBSIDIARIES
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
THREE
MONTHS ENDED
MARCH
31,
|
PERIOD
FROM JULY
31, 1992THROUGH MARCH
31, |
|||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (1,251,000 | ) | $ | (258,000 | ) | $ | (46,747,000 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Gain
on sale of investments
|
(50,000 | ) | (77,000 | ) | (2,373,000 | ) | ||||||
|
Gain
on settlement of NMXS.com option
|
- | - | (50,000 | ) | ||||||||
|
Gain
from sale of equity interest in Horizon
|
- | - | (885,000 | ) | ||||||||
|
Gain
on issuance of investee common stock
|
- | - | (531,000 | ) | ||||||||
|
Common
stock issued for services
|
- | - | 7,941,000 | |||||||||
|
Preferred
stock issued for services
|
- | - | 598,000 | |||||||||
|
Stock
options issued for services
|
1,034,000 | 110,000 | 11,072,000 | |||||||||
|
Cashless
stock option exercise
|
- | - | 126,000 | |||||||||
|
Warrants
issued for services
|
- | - | 2,556,000 | |||||||||
|
Convertible
note issued for services
|
- | - | 108,000 | |||||||||
|
Financing
costs payable with common stock
|
- | - | 191,000 | |||||||||
|
Financing costs related to beneficial conversion feature of convertible notes
|
- | - | 1,361,000 | |||||||||
|
Loss
of equity investee
|
- | 1,207,000 | ||||||||||
|
Amortization
of technology license
|
- | - | 537,000 | |||||||||
|
Amortization
of patents
|
52,000 | 52,000 | 1,938,000 | |||||||||
|
Loss
on disposal of equipment
|
- | - | 28,000 | |||||||||
|
Impairment
charge of certain patents
|
- | - | 189,000 | |||||||||
|
Impairment
charge on property and equipment
|
- | - | 8,000 | |||||||||
|
Depreciation
|
- | 1,000 | 1,127,000 | |||||||||
|
Changes
in:
|
||||||||||||
|
Prepaid
expenses and other assets
|
- | - | 181,000 | |||||||||
|
Accounts
payable and accrued expenses
|
15,000 | 224,000 | 3,356,000 | |||||||||
|
Accrued
interest and expenses - related parties
|
9,000 | (105,000 | ) | 229,000 | ||||||||
|
Net
cash provided by operating activities;
|
(191,000 | ) | (53,000 | ) | (17,633,000 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Purchase
of equipment
|
(432,000 | ) | ||||||||||
|
Purchase
of investment
|
- | - | (100,000 | ) | ||||||||
|
Proceeds
from sale of equipment
|
- | - | 18,000 | |||||||||
|
Proceeds
from sale of equity interest
|
- | - | 885,000 | |||||||||
|
Proceeds
from settlement of NMXS.com
|
- | - | 50,000 | |||||||||
|
Proceeds
received from sale of investment
|
- | - | 1,690,000 | |||||||||
|
Net
cash provided by (used in) investing activities
|
- | - | 2,111,000 | |||||||||
See
notes to unaudited consolidated financial statements
5
MANHATTAN
SCIENTIFICS, INC. AND SUBSIDIARIES
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
THREE
MONTHS ENDED
MARCH
31,
|
PERIOD
FROM JULY
31, 1992THROUGH
MARCH
31,
|
|||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Purchase
of treasury stock for retirement
|
- | - | (315,000 | ) | ||||||||
|
Note
payable to stockholders
|
2,374,000 | |||||||||||
|
Proceeds
from convertible promissory notes
|
- | - | 1,060,000 | |||||||||
|
Proceeds
from note payable - other
|
- | - | 634,000 | |||||||||
|
Repayment
of note payable - other
|
- | - | (435,000 | ) | ||||||||
|
Repayment
of note payable to officers
|
- | - | (530,000 | ) | ||||||||
|
Net
proceeds from issuance of preferred stock
|
- | - | 3,569,000 | |||||||||
|
Net
proceeds from issuance of common stock
|
- | - | 9,571,000 | |||||||||
|
Loan
repayment to preferred stockholder
|
- | - | (148,000 | ) | ||||||||
|
Capital
lease payments
|
- | - | (13,000 | ) | ||||||||
|
Return
of security deposit
|
16,000 | |||||||||||
|
Net
cash provided by (used in) financing activities
|
- | - | 15,783,000 | |||||||||
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(191,000 | ) | (53,000 | ) | 261,000 | |||||||
|
Cash
and cash equivalents, beginning of period
|
452,000 | 149,000 | - | |||||||||
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 261,000 | $ | 96,000 | $ | 261,000 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Interest
paid
|
- | - | 189,000 | |||||||||
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Fixed
assets contributed to the company in exchange for
|
||||||||||||
|
Series
A preferred stock
|
45,000 | |||||||||||
|
Issuance
of 14,391,627 common shares to acquire intangible assets
|
15,000 | |||||||||||
|
Special
distribution of 14,391,627 shares of common stock to
|
||||||||||||
|
stockholder
in settlement of stockholder advances
|
376,000 | |||||||||||
|
Issuance
of 7,200,000 common shares to acquire intangible assets
|
1,440,000 | |||||||||||
|
Issuance
of Series A preferred stock and warrants in settlement
|
||||||||||||
|
of
note payable and accrued interest
|
1,830,000 | |||||||||||
|
Issuance
of 1,000,000 common shares to acquire intangible assets
|
1,000,000 | |||||||||||
|
Issuance
of 100,000 common shares to acquire furniture and fixtures
|
49,000 | |||||||||||
|
Issuance
of 78,000 common shares in satisfaction of accrued
expenses
|
15,000 | |||||||||||
|
Issuance
of 10,500 shares to acquire furniture and fixtures
|
40,000 | |||||||||||
|
Issuance
of 1,400,00 of common shares to acquire Teneo Computing
|
785,000 | |||||||||||
|
Issuance
of 1,000,000 of common shares to purchase 42% of Novint
|
561,000 | |||||||||||
|
Issuance
of 641,274 shares of common stock in settlement of note
payable
|
48,000 | |||||||||||
|
Issuance
of 3,180,552 common shares in satisfaction of accrued
expenses
|
159,000 | |||||||||||
|
Issuance
of 1,277,685 common shares in satisfaction of accrued
expenses
|
83,000 | |||||||||||
|
Issuance
of 795,324 of common shares in settlement of note payable
|
45,000 | |||||||||||
|
Issuance
of 1,184,220 common shares in satisfaction of accrued
expenses
|
59,000 | |||||||||||
|
Issuance
of 106,000,000 common share for conversion of convertible
notes
|
1,060,000 | |||||||||||
|
Issuance
of 14,200,106 common shares in satisfaction of note
payable
|
71,000 | |||||||||||
|
Issuance
of 200,000 common shares in satisfaction of accrued
expenses
|
12,000 | 12,000 | ||||||||||
|
Issuance
of 925,926 common shares in satisfaction of accrued
expenses
|
33,000 | 33,000 | ||||||||||
See
notes to unaudited consolidated financial statements
6
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE A –
BASIS OF PRESENTATION
The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Regulation S-X as
promulgated by the Securities and Exchange Commission ("SEC"). Accordingly,
these financial statements do not include all of the disclosures required by
generally accepted accounting principles in the United States of America for
complete financial statements. These unaudited interim financial statements
should be read in conjunction with the audited financial statements and the
notes thereto included on Form 10-K for the period ended December 31, 2007. In
the opinion of management, the unaudited interim financial statements furnished
herein include all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period
presented.
The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist as
of the date the financial statements are published, and the reported amounts of
revenues and expenses during the reporting period. Uncertainties with respect to
such estimates and assumption are inherent in the preparation of the Company's
financial statements; accordingly, it is possible that the actual results could
differ from these estimates and assumptions that could have a material effect on
the reported amounts of the Company's financial position and results of
operations.
Operating
results for the three month period ended March 31, 2008 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2008.
NOTE B -
GOING CONCERN UNCERTAINTY
These
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred recurring losses and at
March 31, 2008, had an accumulated deficit of $51,752,000. For the three months
ended March 31, 2008, the Company sustained a net loss of $1,251,000. These
factors, among others, indicate that the Company may be unable to continue as a
going concern for a reasonable period of time. These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that may
be necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is contingent upon its ability to
obtain additional financing, and to generate revenue and cash flow to meet its
obligations on a timely basis. Accordingly, the Company’s management
will seek to raise capital financing either through debt or equity
financing. Subsequent to March 31, 2008, the Company sold
approximately $1,100,000 from a private placement offering.
7
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE C -
SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS
[1]
PRINCIPLES OF CONSOLIDATION:
The
consolidated financial statements include the accounts of the Company and its
two wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.
[2]
INTANGIBLE ASSETS:
Patents
are recorded at cost of $2,080,000. Amortization is charged against results of
operations using the straight-line method over the estimated economic useful
life. Patents related to the mid-range fuel cell and the micro fuel cell
technologies are estimated to have an economic useful life of 10
years. Amortization expense was $52,000 and $52,000 for each of the
three months ended March 31, 2008 and 2007, respectively, and $1,938,000 for the
period from July 31, 1992 (inception) through March 31, 2008.
[3] USE
OF ESTIMATES:
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. A significant estimate includes the carrying value of the Company's
patents, fair value of the Company’s common stock, assumptions used in
calculating the value of stock options, depreciation and
amortization.
[4]
INVESTMENTS
The
Company records its investment in Novint Technologies, Inc. (“Novint”) at cost
and uses the equity method of accounting to record its proportionate share of
Novint's net income or loss. The loss exceeded the Company’s basis in Novint
during the year ended December 31, 2004 and the investment balance is carried at
$0. As a result of this, the Company did not record its proportionate
share of equity in loss of investee for the three months ended March 31, 2008
and 2007. The Company’s share of loss not recorded amounted to
approximately $63,000, and $110,000, respectively for the three months ended
March 31, 2008 and 2007. The Company will continue to account for its investment
under the equity method of accounting, however, it will record its proportionate
share of net income only after it has recovered all losses in excess of its
basis. For the three months ended March 31, 2008 and 2007, the
Company sold certain shares in Novint and has recorded a gain on sale of those
shares of $50,000 and $77,000, respectively. As of March 31, 2008,
the Company owned 1,075,648 shares of Novint common stock or approximately
3%. The Company continued to account for its investment in Novint
using the equity method since the Company exercises significant influence over
Novint.
8
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE C -
SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS
(continued)
[5] BASIC
AND DILUTED LOSS PER SHARE
Basic and
diluted net loss per common share is presented in accordance with SFAS 128,
"Earnings Per Share". Basic net loss per share is computed by dividing net loss
by the weighted average number of common shares outstanding during the
applicable reporting periods. The Company’s computation of dilutive net loss per
share for the three months ended March 31, 2008 and 2007 does not assume any
exercise of options or warrants or shares issuable upon conversion of the series
B preferred stock and common shares, respectively, as their effect is
antidulutive.
[6]
RECENT ACCOUNTING PRONOUNCEMENTS
The
Company 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 Company.
NOTE D –
CAPITAL TRANSACTIONS
In March
2007, the Company granted options for 10,000,000 shares of common stock at an
exercise price of $0.014 to the Company’s former CEO and chairman for services
previously provided. The value of these options totaled $109,982
which was valued using the Black-Scholes option pricing model. The
fair value of the options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
|
Discount
Rate - Bond Equivalent Yield
|
4.5%
|
|
Dividend
yield
|
0.0%
|
|
Volatility
factor
|
107.0%
|
|
Weighted
average expected life
|
5
years
|
In
January 2008, the Company granted options for 18,000,000 shares of common stock
with an exercise price of $0.013 to the Company’s former CEO and a
consultant. These options replaced 16,000,000 options previously
granted with an exercise price of $0.05 per share. The value of these
options totaled $1,034,000 which was valued using the Black-Scholes option
pricing model based upon the following assumptions:
|
Discount
Rate - Bond Equivalent Yield
|
3.18%
|
|
Dividend
yield
|
0.0%
|
|
Volatility
factor
|
144.0%
|
|
Weighted
average expected life
|
5
years
|
In
January 2008, the Company issued 200,000 shares of common stock for past
services to consultants for a total value of $12,000 or $0.06 per
share.
In
January 2008, the Company issued 925,926 shares of common stock, $50,000 in
cash, and 53,191 shares of Novint common stock in satisfaction of past legal
fees totaling $133,000.
NOTE E –
NOTES PAYABLE TO FORMER OFFICERS
As of
March 31, 2008, the Company has loans payable of $450,000 and $545,000 payable
to its former Chief Operating Officer and Chief Executive Officer, respectively.
The loans bear interest at 5% per annum and were initially due December 31, 2002
and have been mutually extended and settled.
9
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE F –
SUBSEQUENT EVENTS
In April
2008, the Company issued 450,000 shares of common stock to various consultants
for services for a total value of $22,500 or $0.05 per share.
In July
2008, the Company agreed to issue 300,000 shares of common stock to a consultant
for services for a total value of $15,000 or $0.05 per share. As of
February 2009, such shares have not been issued.
In
September 2008, the Company issued 750,000 shares of common stock for legal
services for a total value of $15,726, the value of the services
performed.
In
October 2008, the Company agreed to issue 400,000 shares of common stock to a
consultant for services for a total value of $14,000 or $0.035 per share. These
shares were issued in November 2008.
During
April 2008 through January 2009, the Company sold approximately $1,100,000
from a private placement offering. The private placement
originally provided for the offer and sale of up to 50,000,000 unregistered
shares of the Company’s common stock at a price of $0.02 per share, for an
aggregate offering price of $1,000,000, and allowed the Company to
accept or reject any oversubscription. The Company incurred offering
costs totaling approximately $79,000 through December 31, 2008, of which $63,000
was paid in cash and $16,000 was paid with 750,000 shares of the Company’s
common stock. None of the shares sold in this private placement have been
issued. The Company plans to issue these shares in February 2009.
In
December 2008, the Company entered into an agreement with a consultant for
$22,500 for research and development.
In
January 2009, the Company entered into a patent license agreement with Los
Alamos National Security, LLC for the exclusive licensing use of certain
technology relating to the manufacture and application of nanostructuing metals
and alloys. Pursuant to such agreement, the Company provided a non-refundable
fee and 2,000,000 shares of the Company’s common stock. Additionally, the
Company is required to pay an annual license fee starting in February 2010
and royalties on future net sales.
In
February 2009, the Company issued 1,000,000 to a consultant for services to be
performed for a total value of $54,000 or $0.054 per share.
NOTE G –
SUBSEQUENT EVENT – PURCHASE OF METALLICUM, INC.
In June
2008, the Company entered into stock purchase agreement with Metallicum, Inc.
(“Metallicum”) to acquire all of the outstanding capital in exchange for
15,000,000 shares of the Company’s common stock. An additional
15,000,000 shares of the Company’s common stock will be payable to Metallicum in
the event of meeting certain milestones. The stock purchase
agreement with Metallicum. will be accounted for as a purchase under SFAS No.
141 Business Combinations. The 15,000,000 shares of the Company’s
common stock valued at $562,500 will be allocated between the purchase price and
goodwill. The additional 15,000,000 shares payable to Metallicum will
be accounted for as a performance based incentive which will be revalued at the
end of each reporting period.
10
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE G – SUBSEQUENT EVENT – PURCHASE OF METALLICUM, INC.
(continued)
The unaudited balance sheets for Metallicum for December
31, 2007 and December 31, 2006 are as follows:
|
|
December 31,
2007
|
December 31,
2006
|
||||||
|
ASSETS
|
||||||||
|
Current asset:
|
||||||||
|
Cash
|
$ | 1,282 | 1,318 | |||||
|
Property and equipment, net of
accumulated
|
||||||||
|
depreciation of $4,320 and
$5,400
|
600 | 1,680 | ||||||
|
Total assets
|
$ | 1,882 | 2,998 | |||||
|
LIABILITIES
|
||||||||
|
Accounts payable
|
$ | 2,861 | 1,763 | |||||
|
Notes payable to officers
|
822 | 822 | ||||||
|
Total liabilities
|
3,683 | 2,585 | ||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Common stock: no par value; authorized 2,000
shares,
|
||||||||
|
2,000 shares issued and
outstanding
|
- | |||||||
|
Additional paid-in capital
|
159,633 | 159,633 | ||||||
|
Deficit accumulated during the development
stage
|
(161,434 | ) | (159,220 | ) | ||||
|
Total stockholders' equity / (capital
deficit)
|
(1,801 | ) | 413 | |||||
|
Total liabilities and stockholders'
equity
|
$ | 1,882 | 2,998 | |||||
The unaudited statements of operations for Metallicum
for the years ended December 31, 2007 and December 31, 2006
are:
|
YEAR ENDED DECEMBER
31,
|
||||||||
|
2007
|
2006
|
|||||||
|
Revenue
|
$ | 4,433 | $ | 5,406 | ||||
|
Operating costs and
expenses:
|
||||||||
|
General and administrative
|
1,676 | 3,849 | ||||||
|
Research and development
costs
|
2,625 | 4,685 | ||||||
|
Depreciation
|
1,080 | 1,080 | ||||||
|
Total operating costs and
expenses
|
5,381 | 9,614 | ||||||
|
Loss from operations before other
expenses
|
(948 | ) | (4,208 | ) | ||||
|
Other expenses:
|
||||||||
|
Interest and other expenses
|
1,266 | 1,480 | ||||||
|
NET LOSS
|
$ | (2,214 | ) | $ | (5,688 | ) | ||
|
BASIC AND DILUTED LOSS PER COMMON
SHARE:
|
||||||||
|
Weighted average number of common
shares
|
2,000 | 2,000 | ||||||
|
Net loss per share
|
$ | (1.11 | ) | $ | (2.84 | ) | ||
11
MANHATTAN
SCIENTIFICS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
MARCH
31, 2008
NOTE G – SUBSEQUENT EVENT – PURCHASE OF METALLICUM, INC. (continued)
The unaudited statements of cash flows for Metallicum for the years ended December 31,
2007 and December 31, 2006 are:
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
||||||||
|
Net loss
|
$ | (2,214 | ) | $ | (5,688 | ) | ||
|
Adjustments to reconcile net loss to cash
|
||||||||
|
used in operating
activities:
|
||||||||
|
Changes in operating assets and
liabilities:
|
||||||||
|
Property and equipment
|
1,080 | 1,080 | ||||||
|
Accounts Receivable
|
3,330 | |||||||
|
Accounts payable
|
1,754 | |||||||
|
Notes payable to officers
|
1,098 | (1,000 | ) | |||||
|
Net cash used in operating
activities
|
(36 | ) | (524 | ) | ||||
|
NET DECREASE IN CASH
|
(36 | ) | (524 | ) | ||||
|
Cash, beginning of year
|
1,318 | 1,842 | ||||||
|
CASH, END OF YEAR
|
$ | 1,282 | 1,318 | |||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
|
||||||||
|
Interest paid
|
$ | 204 | $ | 233 | ||||
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward
Looking Statements
This Form
10-Q contains "forward-looking" statements including statements regarding our
expectations of our future operations. For this purpose, any statements
contained in this Form 10-Q that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, words
such as "may," "will," "expect," "believe," "anticipate," "estimate," or
"continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control. These factors include, but
are not limited to, economic conditions generally and in the industries in which
we may participate, competition within our chosen industry, including
competition from much larger competitors, technological advances, and the
failure by us to successfully develop business relationships. In addition, these
forward-looking statements are subject, among other things, to our successful
completion of the research and development of our technologies; successful
commercialization and mass production of, among other things, the micro fuel
cell, mid-range fuel cell, and haptics applications; successful protection of
our patents; and effective significant industry competition from various
entities whose research and development, financial, sales and marketing and
other capabilities far exceeds ours. In light of these risks and uncertainties,
you are cautioned not to place undue reliance on these forward-looking
statements. Except as required by law, we undertake no obligation to announce
publicly revisions we make to these forward-looking statements to reflect the
effect of events or circumstances that may arise after the date of this report.
All written and oral forward-looking statements made subsequent to the date of
this report and attributable to us or persons acting on our behalf are expressly
qualified in their entirety by this section.
OVERVIEW
Manhattan
Scientifics, Inc., a Delaware corporation, was formed through a reverse merger
involving a public company in January 1998. The public company was incorporated
in Delaware on August 1, 1995 under the name Grand Enterprises, Inc. ("Grand").
Grand was initially organized to market an unrelated patented product, but
subsequently determined that its business plan was not feasible. In January
1998, Grand effected the reverse merger in a transaction involving
Projectavision, Inc., another public company that was founded by Marvin Maslow,
our former Chief Executive Officer. Projectavision was the owner of
approximately 98% of Tamarack Storage Devices, Inc., a privately-held Texas
corporation formed in 1992 to develop and market products based on the
holographic data storage technology. We are no longer engaged in
development and commercialization of Holographic data storage technologies
(technologies for the storage and retrieval of data in the form of
holographically stored light patterns, rather than magnetic). The Company sold
its portfolio of approximately 21 patents surrounding these inventions during
2002. In January 1998, Grand formed a wholly-owned subsidiary named
Grand Subsidiary, Inc. Grand Subsidiary and Tamarack merged, Tamarack being the
surviving corporation, and via the merger, Tamarack became a subsidiary of
Grand. As consideration for merging Tamarack with Grand Subsidiary, Grand gave
Projectavision and the other stockholders of Tamarack 44,000,000 shares of our
common stock. In addition, in exchange for a note payable of $1.5 million plus
accrued interest of $330,000 due to Projectavision from Tamarack, Grand gave
Projectavision 182,525 shares of its Series A Preferred Stock and a warrant to
purchase 750,000 shares of our common stock at an exercise price of $0.10 per
share, which expired on January 7, 2008. Mr. Maslow, our former Chief
Executive Officer, purchased the warrant from Projectavision for $25,000. The
Series A Preferred Stock was subsequently converted into 9,435,405 shares of our
common stock. In connection with this transaction, new personnel assumed the
management of Grand, former management resigned, and Grand changed its name to
Manhattan Scientifics, Inc.
Manhattan
Scientifics, Inc., a development stage company, previously operated as a
technology incubator that sought to acquire, develop and commercialize
life-enhancing technologies in various fields, with emphasis in the areas of
alternative energy, and consumer and commercial electronics. In that capacity,
we have previously identified emerging technologies through strategic alliances
with scientific laboratories, educational institutions, and scientists and
leaders in industry and government.
We have
worked to develop and commercialize three technologies:
|
·
|
Micro
fuel cell technology, which is designed to become an ultra efficient
miniature electricity generator that converts hydrogen into electricity by
chemical means, for portable electronic devices, including cellular
telephones, as a substitute for lithium ion and other batteries in common
use today.
|
|
·
|
Mid-range
fuel cell technology, which is an ultra efficient medium-size electricity
generating device that converts hydrogen into electricity, with potential
applications including personal transportation, cordless appliances, power
tools, wheelchairs, bicycles, boats, emergency home generators, military
field communications and laptop
computers.
|
13
|
·
|
Haptics
"Touch and Feel" computer applications, which is a technology that allows
computer users to be able to touch and feel any objects they see on their
computer screen with the aid of special "mouse." Detailed texture,
object-weight, stickiness, viscosity and object density can be "felt" or
sensed. Management believes this haptics technology may positively impact
the way computers are used everywhere by introducing the ability to
"touch." (Please see Haptics "Touch and Feel" Internet Applications and
Investment in Novint Technologies,
Inc.”
|
In 2008,
we purchased, in exchange for our common stock, Metallicum, Inc. (“Metallicum”)
and its licensed patented technology. Through Metallicum, we hope to
take advantage of a unique processing methodology for producing nanostructures
in a wide range of ductile metals and alloys and is now attempting to
commercialize this new and revolutionary technology. Nanostructured
metals and alloys possess significantly enhanced mechanical properties that
include, for example, increased strength without concurrent losses in ductility,
and significantly increased resistance to fatigue fracture. Nanostructured
commercially pure grades of titanium have proven to also possess excellent
machinability as well as high toughness and strength.
We are
also seeking to develop corporate opportunities to benefit our shareholders;
however, other than as set forth in this document, we have not executed
agreements or finalized arrangements for any other technologies or opportunities
other than Metallicum as of the date of this Form 10-Q.
OUR
DEVELOPMENT MODEL
Our goal
has been to influence the future through the development of potentially
disruptive or sea-change technologies. Our business model has previously been
to: (i) identify significant technologies, (ii) acquire them or the rights to
them, (iii) secure the services of inventors, engineers or other staff who were
instrumental in their creation, (iv) provide or contract for suitable work
facilities, laboratories, and other aids where appropriate, (v) prototype the
technologies to demonstrate "proof of principle" feasibility, (vi) secure patent
and or other intellectual property protection, (vii) secure early customers for
product trials where feasible and appropriate, and (viii) commercialize through
licenses, sales or cooperative efforts with other manufacturing and distribution
firms.
ADVANCED
MATERIALS (METALLICUM, INC.)
In June
2008, we acquired Metallicum, Inc. and its licensed patented
technology. We entered into a stock purchase agreement with
Metallicum, Inc. to acquire all of the outstanding capital in exchange for
15,000,000 shares of our common stock. An additional 15,000,000
shares of our common stock will be payable to Metallicum in the event of meeting
certain milestones.
The
transaction includes all of Metallicum's licensed intellectual property related
to the design and high-volume nano-fabrication of nano-structuring metals for
medical components as well as for transportation applications. We intend to
establish manufacturing partner relationships with major Fortune 500 metals
companies. Our business plan includes strategic partnering with
significant customers in the medical device & prosthetics industries as well
as in auto, truck, and aircraft manufacturing industries
The
Metallicum division will produce and license the super strong metals using
nano-technology developed by scientists at Los Alamos National Laboratory in
conjunction with their colleagues in Russia. In January 2009, we
entered into a patent license agreement with Los Alamos National Security, LLC
for the exclusive licensing use of certain technology relating to the
manufacture and application of nanostructuing metals and alloys. Pursuant to
such agreement we provided a non-refundable fee and 2,000,000 shares of our
common stock. Additionally, we are required to pay an annual license
fee starting in February 2010 and royalties on future net
sales.
The
technology is expected to trim thousands of pounds from airplanes and hundreds
of pounds from cars without sacrificing structural strength or adding
significant cost. The nanostructured metals also have wide
implications for use in the medical device and prosthetics industries including
dental implants, replacements for hips, shoulders, knees and cardio vascular
stents. In December 2008, a manufacturing joint venture partner in
Albuquerque, N.M. received U.S. Food and Drug Administration 510(k) clearance to
market nano-structued titanium metal dental implants using our technology. This
clearance positions us closer to our goal of commercializing our technology for
nanostructured metals. We are in talks with many of the key
manufacturers of dental implants and have signed material testing agreements
with several manufacturers.
14
RESULTS
OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,
2007.
REVENUES.
We had no revenues for the three month periods ended March 31, 2008 and
2007.
GENERAL
AND ADMINISTRATIVE. General and administrative expenses were $1,239,000 for the
three months ended March 31, 2008 compared with $268,000 for the three months
ended March 31, 2007. General and administrative expenses consisted
of consultants, contractors, accounting, legal, travel, rent, telephone and
other day to day operating expenses. General and administrative
expenses increased as a result of granting options
for 18,000,000 shares of common stock with an exercise price of $0.013 granted
to a consultant
and our former CEO who currently serves a senior
consultant. These options replaced 16,000,000 options previously
granted with an exercise price of $0.05 per share. The value of these
options totaled $1,034,000 which was valued using the Black-Scholes option
pricing model based upon the following assumptions: stock price of $0.06 at
grant date; 5 year term; volatility of 144%; and discount rate of
3.18%.
RESEARCH
AND DEVELOPMENT. Research and development expenses were $52,000 for three months
ended March 31, 2008 compared to $53,000 for the three months ended March 31,
2007.
NET LOSS.
Our net loss was $1,251,000 for three months ended March 31, 2008 compared to
$258,000 for the three months ended March 31, 2007. The increase in
net loss resulted from higher general and administrative expenses (from options
granted to a consultant and our former CEO who currently serves a senior
consultant) and lower other income as we realized a $50,000 gain from the sale
of stock of Novint Technologies Inc. (“Novint”) in the three months ended March
31, 2008 compared with a gain of $77,000 from the sale of Novint common stock in
the three months ended March 31, 2007.
LIQUIDITY
AND PLAN OF OPERATIONS
We are a
development stage company and are in the technology acquisition and development
phase of our operations. Accordingly, we have relied primarily upon private
placements and subscription sales of stock to fund our continuing activities and
acquisitions. To a limited extent, we have also relied upon borrowing from our
officers. Until we generate revenue from sales and licensing of
technology, or receive a large infusion of cash from a potential strategic
partner or through the efforts of an investment banker, we intend to continue to
rely upon this methods and the limited sales of our shares or other assets,
which has become increasingly difficult with our low share price, to fund
operations during the next year.
At March
31, 2008, our significant assets include our portfolio of intellectual property
relating to the various technologies, our contracts with third parties
pertaining to technology development, acquisition, and licensing, and 1,075,648
shares of common stock of Novint.; our cash on hand; and our strategic alliances
with various scientific laboratories, educational institutions, scientists and
leaders in industry and government.
We had a
decrease of $191,000 in cash and cash equivalents for the three months ended
March 31, 2008, as a result of cash used by operating activities compared with a
$53,000 decrease in cash and cash equivalents in the three months ended March
31, 2007 as a result of cash used by operating activities during the
period.
Stockholders'
equity totaled a deficit of $1,245,000 on March 31, 2008 compared with a deficit
of $1,073,000 on December 31, 2007. Working capital was a deficit of
$1,419,000 on March 31, 2008 compared with a deficit of $1,299,000 on December
31, 2007.
We do not
expect any significant change in the total number of employees in the near
future. We intend to continue to identify and target appropriate technologies
for possible acquisition or licensing over the next 12 months, although we have
no agreements regarding any such technologies, other than Metallicum as of the
date hereof.
Based
upon current projections, our principal cash requirements for the next 12 months
consists of (1) fixed expenses, including rent, payroll, investor relations
services, public relations services, bookkeeping services, graphic design
services, consultant services, and reimbursed expenses; and (2) variable
expenses, including technology research and development, milestone payments,
intellectual property protection, utilities and telephone, office supplies,
additional consultants, legal and accounting. As of March 31, 2008, we had
$261,000 in cash. We intend to satisfy our capital requirements for the next 12
months by continuing to pursue private placements to raise capital, using our
common stock as payment for services in lieu of cash where appropriate,
borrowing as appropriate, and our cash on hand. However, we do not know if those
resources will be adequate to cover our capital requirements. During
April 2008 through January 2009,we sold approximately $1,100,000 from a
private placement offering. The private placement originally provided
for the offer and sale of up to 50,000,000 unregistered shares of our common
stock at a price of $0.02 per share, for an aggregate offering price of
$1,000,000, and allowed us to accept or reject any
oversubscription.
15
RECENTLY ISSUED ACCOUNTING STANDARDS
The Company 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 Company.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United
States
of
America.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates. Significant
estimates includes the carrying value of our patents, fair value of our common
stock, assumptions used in calculating the value of stock options, accounting
for income taxes and uncertainty in income taxes and depreciation and
amortization.
Investments
We record
our investment in Novint at cost and uses the equity method of accounting to
record its proportionate share of Novint's net income or loss. The loss exceeded
our basis in Novint during the year ended December 31, 2004 and the investment
balance is carried at $0. As a result of this, we did not record its
proportionate share of equity in loss of investee for the three months ended
March 31, 2008 and 2007. Our share of loss not recorded amounted to
approximately $63,000, and $110,000, respectively for the three months ended
March 31, 2008 and 2007. We will continue to account for its investment under
the equity method of accounting, however, it will record its proportionate share
of net income only after it has recovered all losses in excess of its
basis. For the three months ended March 31, 2008 and 2007, we sold
certain shares in Novint and has recorded a gain on sale of those shares of
$50,000 and $77,000, respectively. As of March 31, 2008, we owned
1,075,648 shares of Novint common stock or approximately 3%. We
continued to account for its investment in Novint using the equity method since
we exercise significant influence over Novint.
16
Stock-Based
Compensation
On
January 1, 2006, we adopted SFAS No. 123 (R) “Share-Based Payment” which
requires the measurement and recognition of compensation expense for all
share-based payment awards made to employees and directors including employee
stock options and employee stock purchases related to a Employee Stock Purchase
Plan based on the estimated fair values.
We
adopted SFAS No. 123(R) using the modified prospective transition method, which
required the application of the accounting standard as of January 1, 2006. The
accompanying consolidated financial statements as of and for the year ended
December 31, 2006 reflects the impact of SFAS No. 123(R). In accordance with the
modified prospective transition method, our accompanying consolidated financial
statements for the prior periods have not been restated, and do not include the
impact of SFAS No. 123(R).
ITEM
3. CONTROLS AND PROCEDURES
Not
applicable
ITEM
4. CONTROLS AND PROCEDURES
Our
principal executive and principal financial officers have evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rules 13a
– 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of the end of the period covered by this annual report.
Our evaluation, which was not done using the COSO framework, immediately
revealed that there were material weaknesses primarily as a result of our lack
of personnel and management did not prepare a written report. With only one
full-time employee in general management, we realized that material weaknesses
were unavoidable and hired outside professionals to assist us where possible.
Without third-party specialists, our current disclosure controls and procedures
are not effective to provide reasonable assurance that material information
required to be included in our periodic SEC reports is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and
forms, and accumulated and communicated to our senior management, including our
CEO, to allow timely decisions regarding required disclosures.
Internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
refers to the process designed by, or under the supervision of, our principal
executive officer and principal financial officer, and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, it is possible to design into the process safeguards to reduce, though
not eliminate, this risk.
17
PART II
ITEM
1. LEGAL PROCEEDINGS
We are
subject from time to time to litigation, claims and suits arising in the
ordinary course of business. As of March 31, 2008, we were not a party to any
material litigation, claim or suit whose outcome could have a material effect on
our financial statements other than the litigation described above which was
subsequently settled.
ITEM
2. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
Not
Applicable
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER INFORMATION
Not
Applicable.
|
31.1
|
Certification
of Chief Executive Officer under Rule 13(a) - 14(a) of the Exchange
Act.
|
|
31.2
|
Certification
of Chief Financial Officer under Rule 13(a) - 14(a) of the Exchange
Act.
|
|
32
|
Certification
of CEO and CFO under 18 U.S.C. Section
1350
|
18
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 23rd day of February, 2009.
|
MANHATTAN
SCIENTIFICS, INC.
|
|||
|
|
By:
|
/s/ Emmanuel
Tsoupanarias
|
|
|
Emmanuel
Tsoupanarias
|
|||
|
Chief
Executive Officer
|
|||
19