MICROALLIANCE GROUP INC. - Quarter Report: 2008 June (Form 10-Q)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File No. 333-123774
Immureboost, Inc.
(Name of Registrant in its Charter)
NEVADA
86-1098668
---------------
--------------------
(State or Other Jurisdiction of
(I.R.S. Employer I.D. No.)
incorporation or organization)
2764 Lake Sahara Drive, Suite 111, Las Vegas, NV 89117
(Address of Principle Executive Offices)
Issuers Telephone Number: (604) 331-1459
Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No
(2) Yes X No
Indicate by check mark whether the registrant is a large accelerated filer, an accelereated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ] (Do not check if a smaller reporting company)
Smaller reporting company
[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act)
Yes X No
------ -------
1
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date:
August 19, 2008: Common Stock 50,925,000 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any Documents Incorporated by Reference is contained in Item 6 of this report.
2
Immureboost, Inc.
(formerly eSavingsStore.com, Inc.)
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements (unaudited):
Balance Sheets
5
Statements of Operations
6
Statements of Cash Flows
7
Notes to Financial Statements (unaudited)
8-10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
12
Item 4T. Controls and Procedures
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
16
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3. Defaults upon Senior Securities
16
Item 4. Submission of Matters to a Vote of Securities Holders
16
Item 5. Other Information
16
Item 6. Exhibits
16
Signatures
16
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim unaudited financial statements of Immureboost, Inc. (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2007 included in a Form10-KSB filed with the U.S. Securities and Exchange Commission (SEC) on May 16, 2008. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the three and six months ended June 30, 2008 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2008.
4
IMMUREBOOST, INC. (formerly eSAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Unaudited Financial Statements
For the Three and Six Months Ended June 30, 2008 and 2007,
and the Period of February 25, 2004 (date of inception)
through June 30, 2008
5
IMMUREBOOST, INC. (formerly eSAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Balance Sheets
|
|
|
June 30, |
|
December 31, |
|
|
|
2008 |
|
2007 |
|
(unaudited) |
|
| ||
Assets |
|
|
| ||
Current assets |
|
|
. | ||
|
Cash |
$ 213 |
|
$ 7,473 | |
|
Other receivable (Note 6) |
8,110 |
|
10,752 | |
|
Prepaid expense (Note 5) |
- |
|
525 | |
|
|
Total current assets |
8,323 |
|
18,750 |
Fixed assets |
|
|
| ||
|
Office and computer equipment |
4,222 |
|
4,222 | |
|
Less accumulated depreciation |
(4,176) |
|
(4,152) | |
|
|
Net fixed assets |
46 |
|
70 |
|
Total assets |
$ 8,369 |
|
$ 18,820 | |
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
| ||
Current liabilities |
|
|
| ||
|
Accounts payable |
$ 8,294 |
|
$ 17,603 | |
|
Accrued compensation officer (Note 2) |
592,873 |
|
283,830 | |
|
Accrued interest notes payable (Note 7) |
4,256 |
|
1,673 | |
|
Accrued interest related party (Notes 2 & 7) |
2,133 |
|
853 | |
|
Short-term loans (Note 7) |
64,494 |
|
37,994 | |
|
Notes payable related party (Notes 2 & 7) |
32,000 |
|
32,000 | |
|
Note payable timeshare, current portion (Note 7) |
2,641 |
|
2,570 | |
|
|
Total current liabilities |
706,691 |
|
376,523 |
Long-term liabilities |
|
|
| ||
|
Note payable timeshare, less current portion (Note 7) |
19,210 |
|
20,494 | |
|
|
Total long-term liabilities |
19,210 |
|
20,494 |
|
Total liabilities |
725,901 |
|
397,017 | |
|
|
|
|
|
|
Stockholders' deficit (Note 4): |
|
|
| ||
|
Common stock; $.001 par value, 1,000,000,000 shares |
|
|
| |
|
authorized, 50,925,000 shares issued and outstanding |
50,925 |
|
50,925 | |
|
Additional paid-in capital |
25,275 |
|
25,275 | |
|
Deficit accumulated during development stage |
(793,732) |
|
(454,397) | |
|
|
Total stockholders' deficit |
(717,532) |
|
(378,197) |
|
Total liabilities and stockholders' deficit |
$ 8,369 |
|
$ 18,820 |
See accompanying notes to financial statements.
6
IMMUREBOOST, INC. (formerly eSAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Statements of Operations
(unaudited)
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
February 25, 2004 (inception) to June 30, | ||||
|
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
|
|
(Restated Note 10) |
|
|
|
(Restated Note 10) |
|
|
Revenues |
$ - |
|
$ - |
|
$ - |
|
$ - |
|
$ 4,000 | ||
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
| ||
|
|
General and administrative expenses |
179,569 |
|
14,631 |
|
334,178 |
|
22,040 |
|
788,002 |
|
Net loss from operations |
(179,569) |
|
(14,361) |
|
(334,178) |
|
(22,040) |
|
(784,002) | |
|
|
|
|
|
|
|
|
|
|
| |
Other Income (Expenses) |
|
|
|
|
|
|
|
|
| ||
|
|
Interest expense |
(2,542) |
|
(606) |
|
(5,157) |
|
(1,284) |
|
(17,994) |
|
|
Impairment of intangible asset (Note 3) |
- |
|
- |
|
- |
|
- |
|
(32,200) |
|
|
Gain on disposal of assets (Note 3) |
- |
|
- |
|
- |
|
- |
|
40,464 |
|
Total other income (expenses) |
(2,542) |
|
(606) |
|
(5,157) |
|
(1,284) |
|
(9,730) | |
|
|
|
|
|
|
|
|
|
|
| |
|
Net loss and deficit accumulated during development stage |
$(182,111) |
|
$ (15,237) |
|
$(339,335) |
|
$ (23,324) |
|
$ (793,732) | |
|
|
|
|
|
|
|
|
|
|
| |
|
Net loss per share |
$ (0.00) |
|
$ (0.00) |
|
$ (0.00) |
|
$ (0.00) |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
Weighted average common shares outstanding , basic and diluted |
50,925,000 |
|
50,925,000 |
|
50,925,000 |
|
50,925,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
IMMUREBOOST, INC. (formerly eSAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
|
|
|
|
|
|
|
February 25, 2004 |
|
|
|
|
|
|
|
(inception) to |
|
|
|
Six Months Ended June 30, |
|
June 30, | ||
|
|
|
2008 |
|
2007 |
|
2008 |
|
|
|
|
|
(Restated Note 10) |
|
|
Operating activities |
|
|
|
|
| ||
|
Net loss |
$ (339,335) |
|
$ (23,324) |
|
$ (793,732) | |
|
|
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
used in operations: |
|
|
|
|
|
|
|
Depreciation |
24 |
|
78 |
|
4,176 |
|
|
Gain on disposal of assets |
- |
|
- |
|
(40,464) |
|
|
Stock issued for services |
- |
|
- |
|
500 |
|
|
Impairment of intangible asset |
- |
|
- |
|
32,200 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
(Increase) decrease in other receivable |
2,642 |
|
- |
|
(8,110) |
|
|
Decrease in prepaid expense |
525 |
|
- |
|
- |
|
|
Increase (decrease) in accounts payable |
(9,309) |
|
1,383 |
|
49,658 |
|
|
Increase in accrued compensation officer |
309,043 |
|
- |
|
592,873 |
|
|
Increase in accrued interest notes payable |
2,583 |
|
- |
|
4,256 |
|
|
Increase in accrued interest related party |
1,280 |
|
- |
|
2,133 |
|
Net cash used in operating activities |
(32,547) |
|
(21,863) |
|
(156,510) | |
Investing activities |
|
|
|
|
| ||
|
|
Purchase of fixed assets |
- |
|
- |
|
(4,222) |
|
Net cash used in investing activities |
- |
|
- |
|
(4,222) | |
Financing activities |
|
|
|
|
| ||
|
|
Issuance of common shares for cash |
- |
|
- |
|
75,400 |
|
|
Proceeds from short-term loans |
26,500 |
|
23,294 |
|
64,794 |
|
|
Proceeds from notes payable related party |
- |
|
- |
|
32,000 |
|
|
Principal payments on note payable |
(1,213) |
|
(1,131) |
|
(11,249) |
|
Net cash provided by financing activities |
25,287 |
|
22,163 |
|
160,945 | |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
(7,260) |
|
300 |
|
213 |
|
|
Cash at beginning of period |
7,473 |
|
- |
|
- |
|
|
Cash at end of period |
$ 213 |
|
$ 300 |
|
$ 213 |
Supplemental disclosures: |
|
|
|
|
| ||
|
Interest paid for in cash |
$ 1,293 |
|
$ 678 |
|
$ 11,813 | |
|
Income taxes paid for in cash |
$ - |
|
$ - |
|
$ - | |
|
Non-cash investing and financing activities: |
|
|
|
|
| |
|
|
Purchase of investment property with note payable |
$ - |
|
$ - |
|
$ 30,104 |
|
|
Forgiveness of debt related party |
$ - |
|
$ - |
|
$ 300 |
See accompanying notes to financial statements.
8
IMMUREBOOST, INC. (formerly eSAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
1. Organization and Summary of Significant Accounting Policies
This summary of significant accounting policies of Immureboost, Inc. (formerly eSavingsStore.com, Inc.) (a development stage company) (the Company) is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. The Company has realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with SFAS No. 7.
Business Description
Immureboost, Inc. is a Nevada corporation originally organized on February 25, 2004 to acquire timeshares and like entities and facilitate rentals and sales of the entities and travel packages via its full-service travel website. On August 18, 2007, the Company entered into an asset purchase agreement with Immureboost Inc., a Thailand company, with the intention to purchase intellectual property to develop products that affect the human bodys immune system. No assets have been acquired or stock issued to date as a result of this agreement (Note 9). The Company has elected a fiscal year end of December 31.
On July 17, 2006, the Board of Directors voted to change the name of the Company from Celtic Cross, Ltd., to eSavingsStore.com, Inc. to more accurately reflect the Companys business plan. On July 5, 2007, the stockholders of the Company approved the name change to Immureboost, Inc.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Development stage deferred tax assets approximating $278,000 arising as a result of net operating loss carryforwards totaling $793,732 have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The valuation allowance increased by approximately $119,000 and $8,000 during the six months ended June 30, 2008 and 2007, respectively.
Estimates
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates, such as depreciation and valuation of timeshare points. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Fixed Assets
Fixed assets are stated at cost and consist of computers and other office equipment. Depreciation is computed using the accelerated double-declining method based on estimated useful lives of 3 years.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had $213 and $7,473 in cash at June 30, 2008 and December 31, 2007, respectively.
Advertising
The Company generally expenses advertising costs as incurred. No advertising costs were incurred during the period of February 25, 2004 (inception) through June 30, 2008.
9
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
1. Organization and Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements
In May of 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee Insurance an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts. This statement is effective for fiscal years beginning after December 15, 2008. This statement has no effect on the Companys financial reporting at this time.
In May of 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This statement will require no changes in the Companys financial reporting practices.
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments and Hedging Activities (an amendment to SFAS No. 133). This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This revision to SFAS No. 141 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of the acquisition date, with limited exceptions. This revision also requires that acquisition-related costs be recognized separately from the assets acquired and that expected restructuring costs be recognized as if they were a liability assumed at the acquisition date and recognized separately from the business combination. In addition, this revision requires that if a business combination is achieved in stages, that the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, be recognized at the full amounts of their fair values. The Company believes that when and if its development stage activities in seeking a reverse acquisition of an operating entity occur, this accounting statement may have relevance.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it becomes an entity requiring consolidation with one or more corporations.
None of the above new pronouncements has current application to the Company, but may be applicable to the Companys future financial reporting.
10
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
1. Organization and Summary of Significant Accounting Policies (continued)
Revenue Recognition
As described in Note 3, the Company has acquired an interest in a timeshare property. Revenues were originally intended to be recognized upon sale of timeshare points redeemable for utilization of the property, or when the Company performs other travel related services. The Company has recognized minimal revenue of $4,000 from its initial intended business purpose since inception through June 30, 2008.
As more fully described in Note 9, the Company entered into an asset purchase agreement in August 2007 with Immureboost, Inc. of Thailand, whereby it plans to develop processes, products and pharmaceuticals that interact with the immune system. The Company will reexamine its revenue recognition policy upon completion of the agreement, which has not yet occurred.
Earnings (Loss) Per Share
The computation of net income (loss) per share of common stock is based on the weighted average number of shares outstanding during the period presented. There were no potentially dilutive common share equivalents outstanding during the periods shown and, accordingly, the computation of net loss per share on a fully dilutive basis is the same as basic net loss per share.
2. Related Party Transactions
On April 22, 2004, the Company entered into a consulting agreement with an entity affiliated with its former president/director. The entity was engaged to perform consulting services and provide office space for the Company for a term of six months commencing April 22, 2004, in exchange for $15,000. On December 30, 2004, the president/director resigned from his position with the Company.
For the period of February 25, 2004 (inception) through April 22, 2004 (see above paragraph), and for the period of July 2006 to the present (Note 5), office space and services have been provided without charge by the Company's CEO. Such costs are immaterial to the financial statements and have not been reflected therein.
In February 2007, the Companys then sole Officer (the Former Officer) loaned the Company $300 to pay for operating expenses. Upon the resignation from his positions with the Company effective August 28, 2007, the Former Officer forgave the amounts owed to him. The Company has written off the debt to additional paid-in capital.
On June 15, 2007, the Company appointed a new Director to its Board of Directors. On August 28, 2007, this individual was appointed as the Companys CEO (the Officer). In March 2007, prior to these appointments, the Officer advanced the Company a total of $32,000 pursuant to two promissory notes (Note 7). The notes are due on demand and accrue interest at 8% per annum. No payments have been made on the notes since its inception, resulting in accrued interest of $2,133 at June 30, 2008.
On July 6, 2007, the Company entered into an employment agreement with the Officer, whereby the Officer would perform various services for the Company in exchange for annual Officer compensation of 300,000 Euros, plus 100,000 Euros for annual Director's fees. The compensation was translated from Euros into US dollars using a weighted average exchange rate pro-rated for the period of July 2007 through June 2008, resulting in $309,043 compensation expense for the six months ended June 30, 2008 and total accrued compensation of $592,873 at June 30, 2008. In July 2008, this Officer resigned from his position, thereby terminating the employment agreement. All services under the agreement were performed and compensation expense pro-rated through the date of the Officers resignation.
11
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
3. Intangible Asset
The Company has acquired an undivided interest in the Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (WVR) timeshare resort, along with the rights to participate in timeshare use, or to allow certain others the use, of a specified number of days lodging in WVR timeshare properties. These rights are granted in the form of points. In June of 2004, the Company purchased 315,000 points from WVR and was given a bonus of 300,000 additional points as an incentive, and will receive 315,000 points on each anniversary date for the next 99 years. The points operate as currency and are redeemable at any time at any WVR resort during the year. Although the points represent a specific interest in the Grand Desert Resort in Las Vegas, Nevada, they can be used at any time in exchange for accommodations at any of the other properties around the world owned by WVR. The contract sales price of the points was $33,100 and is being financed through WVR (Note 7).
As of June 30, 2008, the Company had received a total of 1,560,000 travel points. On August 25, 2006, the Company entered into an agreement with a consultant (the Consultant) whereby the Company transferred 600,000 travel points (valued by the Consultant at $0.046 per point) to the Consultant to settle debts totaling $27,576, resulting in a balance of 645,000 points at December 31, 2006. During 2007, the Company paid 300,000 points (also valued at $0.046 per point) pursuant to a consulting agreement (Note 6), resulting in remaining total available points of 660,000 at December 31, 2007.
As explained more fully in Note 10, the point transfers result in a reduction of the intangible asset equal to the original cost of the points transferred. The difference between the fair market value and the cost of the points is reported as a gain on disposal of assets in the Other Income (Expense) section of the Statements of Operations. The per-point original cost of $0.001 resulted in a reduction in the intangible asset of $600 and $300 during the years ended December 31, 2007 and 2006, respectively, due to each of the points transfers, resulting in a carrying value of the intangible asset of $32,200 and $32,500 at December 31, 2007 and 2006 (restated), respectively. The Company recognized a gain on disposal of assets of $13,488 and $26,976 during the years ended December 31, 2007 and 2006 (restated), respectively. No point transfers occurred during the six months ended June 30, 2008 or 2007.
In light of the asset purchase agreement entered into during August 2007 (Note 9), the Company has decided to focus on its immune boosting business and is currently seeking to dispose of the intangible asset. As a result, the carrying value of the asset was impaired and written down to $0 during the fourth quarter of 2007. The impairment was recorded as a separate component of other income and expenses in the statements of operations.
12
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
4. Stockholders' Equity
During March and April 2004, the Company issued common stock for cash in accordance with separate private offering memorandums as follows:
Number of shares
Price per share
Cash received
13,500,000
$
.000067
$
900
14,250,000
.00067
9,500
15,000,000
.002
30,000
5,700,000
.0033
19,000
2,400,000
.0067
16,000
50,850,000
$
75,400
The Board of Directors authorized a 30:1 forward stock split on July 1, 2006, and a 2:1 reverse stock split on June 12, 2007. The number of shares issued in accordance with private offerings in 2004 as listed above have been retroactively restated to include the effects of the splits.
Pursuant to a Form 8-K filed with the SEC on July 28, 2006, the Board of Directors voted to increase the Companys authorized common shares from 75,000,000 to 1,000,000,000 shares.
On October 1, 2006, the Company issued 75,000 shares of common stock at $.0067 per share to its transfer agent for $500 in services, resulting in 50,925,000 common shares issued and outstanding at June 30, 2008 and December 31, 2007.
5. Commitments and Contingencies
The Company entered into a lease agreement for office space in Nevada for a one-year period commencing April 1, 2005 with monthly rent payments of $400. The Company paid $4,800 for the entire year of rent up front, an initial security deposit of $1,200, and $625 for use of the lessors office furniture for the term of the lease. The initial security deposit was applied towards rent for the period of April through June 2006. Rent expense and amortization of the office furniture fund for the year ended December 31, 2006 was $2,816, resulting in $0 prepaid rent and deposits at December 31, 2006. The contract was not renewed upon its expiration, and during the period of July 2006 through the present, the Companys officers have been providing office space at no cost to the Company.
6. Consulting Agreement
In October 2006, the Company entered into an agreement with an unrelated consultant (the Consultant), who would perform services for the Company during the fourth quarter of 2006. As compensation, the Company was required to pay the Consultant $9,000 cash and 300,000 timeshare points. The points were valued at $0.046, which is proportionate to the 600,000 points transferred to another consultant to satisfy $27,576 in debt owed to that consultant (Note 3). Accordingly, the 300,000 points were assigned a value of $13,788, resulting in a payable due the Consultant of $22,788 at December 31, 2006. The points were transferred to the Consultant during the year ended December 31, 2007, resulting in a $300 reduction of the original cost of the intangible asset (timeshare investment) and a gain on disposal of assets of $13,488. Upon transfer of the points, the Company failed to record a corresponding reduction in the consulting fees due the Consultant, and paid additional cash in an attempt to satisfy the perceived remaining payable, resulting in an overpayment. Also during 2007, the Consultant forgave debts owed by the Company totaling $3,036. The net result of the $13,788 overpayment and $3,036 debt forgiveness resulted in a net receivable due from the Consultant of $10,752 at December 31, 2007. During the six months ended June 30, 2008, the Consultant paid $2,642 of expenses on behalf of the Company reducing the receivable to $8,110 as of June 30, 2008.
The accounting treatment of the points transfer is more fully discussed in Notes 3 and 10. The agreement was not renewed for a subsequent term.
13
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
7.
Notes Payable
|
Principal balance | ||
|
June 30 |
|
December 31 |
|
2008 |
|
2007 |
Note payable timeshare: |
|
|
|
Wyndham Vacation Resorts (Note 3) for $33,100 June 2004 inception, June 2014 maturity, $415 monthly payments, 10.99% annual interest, collateralized by the timeshare property with $0 carrying value at June 30, 2008. Interest expense of $1,293 and $1,284 for the six months ended June 30, 2008 and 2007, respectively. Future maturities due during the year ended December 31 are as follows: 2008 $ 2,570 2009 2,867 2010 3,198 2011 3,568 2012 3,980 Thereafter 6,881 Total $ 23,064 |
$ 21,851 |
|
$ 23,064 |
, |
|
|
|
Short-term loans |
|
|
|
Independent investor for $22,994 March 2007 inception, September 2007 maturity, 5.25% annual interest plus 1% interest per month late fee each month after maturity, unsecured. Interest expense of $1,983 (including $1,380 late fees) and $0 for the six months ended June 30, 2008 and 2007. Accrued interest of $3,506 (including $2,300 late fees) as of June 30, 2008. |
22,994 |
|
22,994 |
|
|
|
|
Independent investor for $15,000 November 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $600 for the six months ended June 30, 2008. Accrued interest of $750 as of June 30, 2008. |
15,000 |
|
15,000 |
|
|
|
|
Independent investor for $26,500 April, 2008 inception, due on demand, non-interest bearing, unsecured. Interest has not been imputed due to immaterial effect on the financial statements for the three months ended June 30, 2008. |
26,500 |
|
- |
Total short-term loans |
64,494 |
|
37,994 |
|
|
|
|
Related party notes payable: |
|
|
|
Officer loan for $10,000 August 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $400 for the six months ended June 30, 2008. Accrued interest of $667 as of June 30, 2008. |
10,000 |
|
10,000 |
|
|
|
|
Officer loan for $22,000 August 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $880 for the six months ended June 30, 2008. Accrued interest of $1,466 as of June 30, 2008. |
22,000 |
|
22,000 |
Total related party notes payable |
32,000 |
|
32,000 |
|
|
|
|
Total notes payable |
118,345 |
|
93,058 |
Less current portions and short-term loans |
99,135 |
|
72,564 |
|
|
|
|
Total notes payable long-term |
$ 19,210 |
|
$ 20,494 |
14
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
8. Going Concern and Liquidity Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at June 30, 2008, the Company has a working capital deficit of $698,368 and an accumulated deficit of $793,732. Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations.
The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
9. Asset Purchase Agreement
On August 18, 2007, the Company entered into an Asset Purchase Agreement with Immureboost, Inc., a Thai corporation (the "Seller") that develops processes, products and pharmaceuticals that interact with the immune system. Under the terms of the Agreement, the Company will acquire certain assets of the Seller, including patents and trademarks. As consideration for these assets, certain stockholders of the Seller will receive 20,370,000 restricted shares (as defined in Rule 144 of the Securities Act of 1933) of the Company's common stock, which shall constitute 40% of the stock issued and outstanding at December 31, 2007, and 29% of total shares issued and outstanding after the shares are issued. The purchase has not yet been completed and no shares have been issued or assets acquired as a result of the agreement.
The Company does not believe that the Seller will be able to deliver the assets as set forth in the Agreement, and the Seller may not have rights to patents and trademarks as represented in the Agreement. Therefore, the Company is of the opinion the Seller has breeched the Agreement, and is in the process of enforcing its rights and obligations thereunder to terminate the agreement.
10. Restatement of Prior Year Audited Financial Statements
The Company has restated its June 30, 2007 financial statements, primarily due to improper accounting for the transfer of its timeshare points acquired from Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (WVR) for $33,100 in June 2004 (Note 3). Since the Companys interest in the WVR conglomerate was deemed to have a nominal value, the entire purchase price was assigned to the points, recorded in the financial statements as an intangible asset. Although the term of the sales contract stated the Company was to receive additional points annually for 99 years, the Company initially determined that the points did not have a finite useful life over which to amortize their cost, so the intangible asset would be tested for impairment in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The Company noted no impairment of the intangible during 2004 through 2006, and when points were transferred to other parties in the two transactions described in Note 3, there was no corresponding depletion of the asset. If a sales transaction were to occur, there would be no way to determine cost of goods sold.
The Company determined to assign the sales contract price ratably to the potential points the Company is entitled to receive over the life of the contract. The Company is entitled to receive 315,000 points for 99 years, plus 300,000 bonus points granted upon inception, which equates to 31,485,000 potential points over the contract life, resulting in a per-point value (cost) of $.001.
In a revenue-generating transaction, the intangible asset will be reduced by the cost of the points sold, with an offsetting entry to cost of sales. Revenue will be recorded in the amount of consideration received, resulting in a gross margin of the difference between the asset cost and fair market value. When points are transferred to other parties as repayment for services or debt in lieu of cash, a gain on disposal of an asset is recorded in the Other Income section of the statements of operations. This is not considered a revenue transaction, but rather a disposal of the intangible asset.
15
IMMUREBOOST, INC. (formerly ESAVINGSSTORE.COM, Inc.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Six Months Ended June 30, 2008
10. Restatement of Prior Year Audited Financial Statements (continued)
The restatement relates to the August 2006 transfer of 600,000 points to satisfy debt of $27,576 (Note 3), which was originally accounted for as $27,576 in revenues. Application of the correct accounting treatment results in a reduction of the intangible asset by the points original cost of $600 at $.001 per point. The difference between the points original cost and their fair market value (i.e., the debt amount) has been recorded as a gain on disposal of assets, resulting as a net $600 adjustment to the accumulated deficit opening balance. This restatement is considered a correction of an error in previously issued financial statements pursuant to SFAS No. 154, "Accounting Changes and Error Corrections." The error has been addressed as a prior period adjustment in the attached restated June 30, 2007 financial statements, as demonstrated in the below table. No change in loss per share was noted as a result of the restatement.
|
Original |
Restatement |
Restated |
Account |
Balance |
Adjustment |
Balance |
|
Three Months Ended June 30, 2007 | ||
Cash |
$ 300 |
$ - |
$ 300 |
Equipment |
4,222 |
- |
4,222 |
Accumulated depreciation |
(4,082) |
- |
(4,082) |
Intangible asset |
33,100 |
(600) |
32,500 |
Accounts payable |
(33,003) |
- |
(33,003) |
Note payable - related party |
(23,294) |
23,294 |
- |
Short term note payable |
- |
(23,294) |
(23,294) |
Current portion of notes payable - timeshare |
(2,303) |
- |
(2,303) |
Notes payable timeshare |
(21,913) |
- |
(21,913) |
Common stock |
(50,925) |
- |
(50,925) |
Additional paid-in capital |
(24,975) |
- |
(24,975) |
Deficit accumulated during dev stage |
107,636 |
600 |
108,236 |
General and administrative expenses |
14,631 |
- |
14,631 |
Interest expense |
606 |
- |
606 |
Total |
$ - |
$ - |
$ - |
|
|
|
|
|
Six Months Ended June 30, 2007 | ||
Cash |
$ 300 |
$ - |
$ 300 |
Equipment |
4,222 |
- |
4,222 |
Accumulated depreciation |
(4,082) |
|
(4,082) |
Intangible asset |
33,100 |
(600) |
32,500 |
Accounts payable |
(33,003) |
- |
(33,003) |
Note payable - related party |
(23,294) |
23,294 |
- |
Short term note payable |
- |
(23,294) |
(23,294) |
Current portion of notes payable - timeshare |
(2,303) |
- |
(2,303) |
Notes payable timeshare |
(21,913) |
- |
(21,913) |
Common stock |
(50,925) |
- |
(50,925) |
Additional paid-in capital |
(24,975) |
- |
(24,975) |
Deficit accumulated during dev stage |
99,549 |
600 |
100,149 |
General and administrative expenses |
22,040 |
- |
22,040 |
Interest expense |
1,284 |
- |
1,284 |
Total |
$ - |
$ - |
$ - |
16
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Immureboost, Inc. was incorporated in the State of Nevada on February 25, 2004. Since its inception, the Company has not been involved in any bankruptcy, receivership or similar proceedings. It has not undergone any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets in the ordinary course of business.
GENERAL
Prior to August 18, 2007, the Company was in the business of providing travel bookings and timeshare rentals and sales. Immureboost, Inc. was formed on February 25, 2004 under the name Celtic Cross, Inc. as a For Profit corporation for the purpose of acquiring the timeshare entities discussed herein, and additional like entities going forward including a full sales and service website. The Company has elected a fiscal year end of December 31.
On July 17, 2006, the Board of Directors voted to change the name of the Company to eSavingStore.com, Inc. to more accurately reflect the Companys business plan. On July 5, 2007, the stockholders of the Company approved the name change to Immureboost, Inc. On August 18, 2007, the Company entered into an Asset Purchase Agreement (Agreement) with Immureboost of Thailand, a Thai corporation (the "Seller") which develops processes, products, and pharmaceuticals that interact with the immune system. Under the terms of the Agreement, the Company would have acquired certain assets of the Seller, including patents and trademarks. In consideration of these assets, certain stockholders of the Seller would have received twenty million three hundred seventy thousand (20,370,000) "restricted shares" (as that term is defined in Rule 144 of the Securities Act of 1933; the "Act") of the Company's Common Stock. At June 30, 2008, the Seller was still in the process of transferring the intellectual property rights to the Company.
As of the date of this report, the Company does not believe that the Seller will be able to deliver the assets as set forth in the Agreement, and the Seller may not have rights to patents and trademarks as represented in the Agreement. Therefore, the Company is of the opinion the Seller has breeched the Agreement, and is in the process of enforcing the Companys termination rights thereunder. No shares were issued pursuant to the Agreement.
The Company is currently seeking new projects in the field of products that beneficially interact with the immune system.
The Company still owns an undivided interest in the Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (WVR) timeshare resort, along with the rights to participate in timeshare use, or to allow certain others the use, of a specified number of days lodging in WVR timeshare properties.
In June of 2004, the Company purchased 315,000 points from WVR and was given a bonus of 300,000 additional points as an incentive. The Company receives 315,000 points on each anniversary date in October for the next 99 years and had accumulated 660,000 total available points at June 30, 2008. The maintenance at the WVR facilities are the responsibility of WVR, however, the Company pays a monthly fee to WVR for this service. The maintenance fee is $141 per month at our current ownership level. The points are redeemable at numerous resort locations around the world. These points can be used to rent vacation or business use accommodations. The "points" represent a specific interest in the
17
Grand Desert Resort in Las Vegas, NV, and can be used in exchange for accommodations at any of the other properties around the world owned by WVR. The Company is in the process of attempting to sell this interest and relieve itself of the quarterly payments.
RESULTS OF OPERATIONS
The Company has generated $4,000 in revenues since inception, and has an accumulated deficit of $793,732. During the six months ended June 30, 2008 and 2007, we incurred $339,335 and $1,284 in operating expenses. At June 30, 2008, we had total current assets of $8,323 and current liabilities of $706,691, resulting in a working capital deficit of $698,368.
LIQUIDITY.
During the next 12 months, the Company will need significant working capital to fund the research efforts. The Company intends to obtain working capital either from the sale of product or through private investments made by third parties or debt instruments.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not Required
Item 4T.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (or persons performing those duties), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer, or persons performing those duties, concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
None
Item 1A. Risk Factors
18
Not applicable
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3.
Defaults Upon Senior Securities.
None
Item 4.
Submission of Matters to a Vote of Security Holders.
None.
Item 5.
Other Information.
None.
Item 6.
Exhibits.
The following exhibits are filed herewith:
31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
19
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.
IMMUREBOOST, INC.
Name |
|
Title |
|
Date |
/s/ Tony Jimenez |
|
CEO, CFO, Director |
|
8/19/2008 |
20