QSAM Biosciences, Inc. - Quarter Report: 2015 September (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File No. 000-55148

ANPATH GROUP, INC.

(Exact name of registrant as specified in its charter)

515 Congress Ave., Suite 1400

Austin, Texas 78701

 (Address of principal executive offices)

(407) 373-6925

 (Registrant’s telephone number, including area code)

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 [ X ] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [  ]  Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

1

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

November 10, 2015 - Common – 1,835,312

November 10, 2015 - Preferred – none

PART I

Item 1.  Financial Statements

The financial statements of Anpath Group, Inc., a Delaware corporation (the “Company,” “Anpath,” “we,” “our,” “us” and words of similar import) required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the registrant.

2

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

ANPATH GROUP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015 AND March 31, 2015

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The accompanying unaudited financial statements of Anpath Group, Inc. (“Anpath” or “the Company”) for the three months ended September 30, 2015 have been prepared in accordance with generally accepted accounting principles in the United States of America, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, the financial statements do not include all information and footnotes required by generally accepted accounting principles in the United States for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2015 Annual Report on Form 10-K.The principal business of Anpath Group, Inc. (hereinafter “the Company”) is a holding company. The Company’s sole subsidiary is EnviroSystems, Inc. (hereinafter “ESI”).

The Company through its subsidiary, ESI, plans to begin producing disinfecting, biocidal, sanitizing, and cleaning products designed to help prevent the spread of infectious microorganisms and control the growth of these disease-causing microbes, while minimizing the harmful effects to people, animals, surfaces and the environment. ESI intends to exploit its technology platform through the development and licensing/private labeling of its technology in several product categories.  The Company’s chemical emulsion technology will permit ESI to offer a wide range of disinfectant/biocides/sanitizer/cleaner/antiseptic products for a variety of applications and markets. The Company’ primary focus is the market introduction of GeoTru^™ Geobiocide, for use in the oil and gas industry, specifically for hydraulic fracturing and microbial control in fracking fluids.  ESI will also opportunistically seek to license/private label its technology/products for surface disinfection.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, we have incurred net losses of $790,671 and $508,910 for the six months ended September 30, 2015 and 2014, respectively. In addition, we have an accumulated deficit of $7,011,930 and a working capital deficit of $1,433,043 as of September 30, 2015. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

NOTE 3 – FAIR VALUE MEASURE AND DERIVATIVE LIABILITIES

The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

6

The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

On July 2, 2014, the Company issued debentures that were convertible into shares of common stock. The debentures conversion price will be adjusted depending on various circumstances. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, the Company issued in connection with the debentures 2,905,000 warrants to purchase the company common stock.  The conversion price will be adjusted depending on various circumstances, and as there is no explicit limit to the number of shares to be issued upon settlement they are classified as liabilities under ASC 815. On July 22, 2015, the Company effected a 1 for 7 reverse stock split, due to this split, the outstanding warrants were reduced to 415,000 and the conversion price was increased to $2.45 per warrant. The conversion option and warrants had a fair value of $1,088,839 of which $386,706 was classified as a debt discount on the debentures and $340,978 was recorded as a day 1 loss on the fair value of the derivative liability as the total discount is capped at the fair value of the debt.  The change in fair value from the grant date to the year ended March 31, 2015 was recorded as a gain in the income statement of $693,743 The change in fair value for the six months ended September 30, 2015 was recorded as a loss in the income statement of $684,085.

On September 23, 2015, the Company and the holders of the debentures agreed to modification of the terms of the debentures. In the agreement, the maturity date of the debentures was extended to July 31, 2016 and the conversion price was restated to $.21 In accordance with ASC 470-60, the Company assessed if the modification qualifies as a Trouble Debt Restructuring. Based on this assessment, there were no accounting impact to debentures value.

The following is a reconciliation of the conversion option liability and embedded warrant liability for which Level 3 inputs were used in determining fair value

The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The Company uses the Black Scholes Option Pricing Model to value its derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 363 to 442%, risk free rate of 0.0257% and an expected term of .75 years to 4.50 years.

NOTE 4 – STOCK WARRANTS

A summary of the status of the Company’s stock warrants as of September 30, 2015 is presented below:

7

The following table summarizes the information about the stock Warrants as of September 30, 2015:

NOTE 5 – CORRECTION OF PRIOR PERIOD ACCOUNTING ERROR

The Company has corrected an over-accrual of interest expense and of a current liability for the period ending March 31, 2015 in the amount of $29,729.

The over-accrual of interest expense and the current liability in the previous year's financial statements represents a prior period accounting error which must be accounted for retrospectively in the financial statements. Consequently, the Company shall adjust all comparative amounts presented in the current period's financial statements affected by the accounting error.

The following are extracts from the Company’s most recent financial statements before and after the application of the correction:  

NOTE 6 – RELATED PARTY TRANSACTIONS

At September 30, 2015 and March 31, 2015 a stockholder controlling 52.3% of the outstanding common stock had advances to the Company totaling $71,270.

During the six months ended September 30, 2015, a Director, made advances to the Company totaling $21,553.

The balance of all advances from related parties at September 30, 2015 and March 31, 2015 was $114,678 and $86,803.

During the six months ended September 30, 2015, Q2Power made advances on the Company’s behalf of $21,855. The Company has signed a Merger Agreement with Q2Power (See Note 8 – Subsequent Events, Potential Merger).

NOTE 7 – REVERSE STOCK SPLIT

On July 22, 2015, the Board of Directors authorized that the Company effectuate a reverse split of its issued and outstanding Common Stock in the ratio of one (1) post-split share of Common Stock for every seven (7) shares of pre-split Common Stock, while retaining the current par value of $0.0001 per share, with appropriate adjustments being made in the additional paid-in capital and stated capital accounts of the Company, with all fractional shares that would otherwise result from such reverse split being rounded up to the nearest whole share. The reverse stock split has been retroactively adjusted throughout the financial statements.

8

NOTE 8 – SUBSEQUENT EVENTS

Related Party Transactions

In October, a Director advanced the Company an additional $6,320. This amount was used to make the final payment on the premium finance note payable in the principal amount of $5,890. The Company also paid $430 in interest expense. The balance of advances from a Director is now $27,875. On November 11, 2015, this debt was converted into 225,000 shares of the Company’s common stock.

Potential Merger

On August 24, 2015, AnPath, its newly formed and wholly-owned subsidiary, AnPath Acquisition Sub, Inc., a Delaware corporation (“Merger Subsidiary”), and Q2Power Corp., a Delaware corporation (“Q2P”), executed and delivered an Agreement and Plan of Merger (the “Merger Agreement”) and certain other documentation necessary to complete the Merger Agreement. Upon the satisfaction of certain closing conditions and the filing of appropriate documents with the State of Delaware, the Merger Subsidiary will merge with and into Q2P, and Q2P will be the surviving company and become a wholly-owned subsidiary of AnPath (the “Merger”).  The closing of the Merger is subject to certain pre-closing conditions, which were disclosed, along with the material terms of the Merger Agreement, in our Current Report on Form 8-K dated August 24, 2015, filed with the Securities and Exchange Commission on August 26, 2015.  In the event that these pre-closing conditions are met and we are able to close the Merger Agreement, our principal operations will be those of Q2P.  The material terms of Q2P’s business operations were disclosed in the above-referenced Current Report.  There can be no assurance that the Merger Agreement will be closed or that, if it is, our business operations will be successful.

Legal Proceedings

On October 28, 2015, the Civil Superior Court for Cabrarrus County, North Carolina issued an Order and Liquidated Damages and Attorney’s Fees against the Company’s wholly owned subsidiary, ESIs. Previously ESI has recognized $29, 634 as damages due to the plaintiff. This new order adds $29,634 in additional liquidated damages and $31,750 in attorney fees to be paid to the plaintiff’s attorney.

Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operation

On August 24, 2015, AnPath, its newly formed and wholly-owned subsidiary, AnPath Acquisition Sub, Inc., a Delaware corporation (“Merger Subsidiary”), and Q2Power Corp., a Delaware corporation (“Q2P”), executed and delivered an Agreement and Plan of Merger (the “Merger Agreement”) and certain other documentation necessary

9

to complete the Merger Agreement. Upon the satisfaction of certain closing conditions and the filing of appropriate documents with the State of Delaware, the Merger Subsidiary will merge with and into Q2P, and Q2P will be the surviving company and become a wholly-owned subsidiary of AnPath (the “Merger”).  The closing of the Merger is subject to certain pre-closing conditions, which were disclosed, along with the material terms of the Merger Agreement, in our Current Report on Form 8-K dated August 24, 2015, filed with the Securities and Exchange Commission on August 26, 2015.  In the event that these pre-closing conditions are met and we are able to close the Merger Agreement, our principal operations will be those of Q2P.  The material terms of Q2P’s business operations were disclosed in the above-referenced Current Report.  There can be no assurance that the Merger Agreement will be closed or that, if it is, our business operations will be successful.

Results of Operation

For The Three Months Ended September 30, 2015 Compared to The Three Months Ended September 30, 2014.

During the quarter ended September 30, 2015 and 2014, Anpath recorded no revenues.  

Our operating expenses decreased to $64,556 during the quarterly period ended September 30, 2015, from $294,850 in the year-ago period.  This decrease was driven principally by a decrease in professional fees of $210,531 and a decrease in payroll of $20,157 in the September 2015 quarter as compared to the year-ago period.  Product development and regulatory expenses decreased to $0 from $2,682; directors’ and officers’ insurance increased to $6,199 from $3,822; office expense decreased $336; and taxes increased to $1,035, from $-0-.  We had interest expense of $544 for the September 30, 2015 quarter compared to $145,220 in the quarter ended September 30, 2014, and loss on derivative liability was $176,949 in 2015 compared to a gain of $412,150 in the quarter ended September 30, 2014.

Anpath incurred a net loss of $242,049 or $0.13 per share, for the quarter ended September 30, 2015, as compared to net loss of $389,075, or $0.22 per share, for the quarter ended September 30, 2014. A significant amount of our net loss is attributable to derivative liability accounting and not cash items.

For The Six Months Ended September 30, 2015 Compared to The Six Months Ended September 30, 2014.

During the six months ended September 30, 2015 and 2014, Anpath recorded no revenues.  

Our operating expenses decreased to $105,800 during the six months ended September 30, 2015, from $409,824 in the year-ago period.  This decrease was driven principally by a decrease in professional fees of $233,126 and a decrease in payroll of $68,257 in the six months ended September 30, 2015 as compared to the year-ago period.  Product development and regulatory expenses decreased to $0 from $5,363; directors’ and officers’ insurance increased to $14,306 from $7,868; office expense decreased to $24 from $2,353; and taxes decreased to $1,509, from $2,896.  We had interest expense of $786 for the six months ended September 30, 2015 compared to $150,081 in the prior period of September 30, 2014, and loss on derivative liability was $684,085 in 2015 compared to a gain of $412,150 in the period ended September 30, 2014.

Anpath incurred a net loss of $790,671 or $0.43 per share, for the six months ended September 30, 2015, as compared to net loss of $508,910, or $0.29 per share, for the quarter ended September 30, 2014. . A significant amount of our net loss is attributable to derivative liability accounting and not cash items.

Liquidity

We had $0 cash on hand at September 30, 2015, a decrease of $104 from cash on hand at March 31, 2015.  In order to proceed with our business plan, we will be required to raise substantial additional funds through debt and/or equity financings.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

10

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2015, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. This material weakness is due to a lack of adequate internal controls and the absence of an audit committee.

Changes in internal control over financial reporting

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On September 27, 2013, Susan Ladeau filed a Complaint against AnPath and its subsidiary, ESI, in the Superior Court of the County of Iredell, North Carolina, seeking payment of wages of approximately $25,000, together with vacation pay, the value of health insurance benefits and medical expenses collectively totaling approximately $12,000, and the issuance of 40,000 shares of the Company’s common stock.  The case was designated Case No. 13CV 02277. On April 10, 2015, the Superior Court of the County of Iredell, North Carolina, in the case designated Case No. 13CV 02277, entered judgment against ESI in favor of plaintiff Susan Ladeau in the sum of $29,634, together with interest at the rate of 8% on that sum, compounded annually until paid in full.  Claims made by Ms. Ladeau against AnPath and certain of the officers and directors of Anpath at that time were dismissed by the Court. The Company has recorded the liability for this judgement, but has not made any payment towards it. On October 27, 2015, the Court awarded additional liquidated damages against ESI in the amount of $29,634 and attorney’s fees in the amount of $31,750, plus additional interest.

Item 1A.  Risk Factors.

Not required.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarterly period ended September 30, 2015, we did not issue any unregistered securities that have not already been disclosed in a Current Report on Form 8-K.

Item 3.  Defaults Upon Senior Securities.

None; not applicable.

11

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None; not applicable.

Item 6.  Exhibits.

Exhibit No.                          Identification of Exhibit

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

ANPATH GROUP, INC.

12