SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2002.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition
period from to .
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Commission file number: 000-26927
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NOVAMED, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 77-0443643
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1403 East 900 South, Salt Lake City, Utah 84105
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(Address of principal executive office) (Zip Code)
(801) 582 9609
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(Issuer's telephone number)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of August 13, 2002 was 869,858.
1
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS......................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS......................4
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . 6
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................6
SIGNATURES.........................................................7
CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 7
INDEX TO EXHIBITS..................................................8
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to NovaMed, Inc., a Nevada
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended June 30, 2002, and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-4 and are incorporated herein by
this reference.
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NOVAMED, Inc.
Unaudited Consolidated Balance Sheet
As of June 30, 2002
June 30, 2002
(unaudited)
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ASSETS
Cash $ 10,757
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AssetsCurrent Assets 10,757
TOTAL ASSETS 10,757
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LIABILITIES AND STOCK HOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 120,585
Notes payable 20,000
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Total Current Liabilities
Total Current Liabilities 140,585
Stockholders' equity
Common stock, $.01 par value, 50,000,000 shares authorized;
869,858 shares issued and outstanding June 30, 2002 870
Additional paid in capital 6,281,317
Accumulated deficit (6,412,015)
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Total stockholders' equity (129,828)
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TOTAL LIABILITIES AND EQUITY $ 10,757
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The accompaning notes are an integral part of these
financial statements.
F-1
NOVAMED, Inc.
Unaudited Consolidated Statements of Operations
For the Three and Six Months Ended June 30,
2002 and 2001, and since the inception of the
Development Stage on January 1, 2002
Cumulative
Amounts
since inception
of Development
Stage
Three Months Ended Six Months Ended (January 1,
June 30, June 30, 2002)
---------------
2002 2001 2002 2001
------------- ------------ ------------ ------------- ---------------
Net Sales $ - $ - $ - $ - $ -
Costs and expenses:
Cost of sales/manufacturing - 20,130 330 28,436 330
Selling, general and administrative 14,050 50,357 24,657 390,755 24,657
------------- ------------ ------------ ------------- ---------------
Total costs and expenses 14,050 70,487 24,987 419,191 24,987
Net Income (Loss) from operations $ (14,050) $ (70,487) $ (24,987) $ (419,191)$ (24,987)
------------- ------------ ------------ ------------- ---------------
Extraordinary items
Gain on settlement of accrued interest - - 6,761 - 6,761
Gain on settlement of debt in exchange
for manufacturing equipment 47,151 - 47,151 - 47,151
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Net Income (Loss) before Income taxes 33,101 (70,487) 28,925 (419,191) 28,925
Provision for income taxes - - - - -
Net Income (Loss) $ 33,101 $ (70,487) $ 28,925 $ (419,191) $ 28,925
------------- ------------ ------------ ------------- ---------------
Loss per common share-basic and diluted $ 0.04 $ (0.08) $ 0.03 $ (0.48)$
------------- ------------ ------------ -------------
Weighted average common shares - basic and
diluted 869,900 869,900 869,900 869,900
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The accompanying notes are an integral part of these financial statements
F-2
NOVAMED, Inc.
Unaudited Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 2002 and 2001
Cumulative
Amounts
since inception
of Development
Six Months Ended Stage
June 30, (January 1, 2002)
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2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ 28,925 $ (419,191) $ 28,925
Adjustments to reconcile net loss to net cash provided by (used
in) operations:
Depreciation 4,481 8,692 4,481
Gain on settlement of accrued interest (6,761) - (6,761)
Gain on disposition of assets and debt settlement (47,151) - (47,151)
Stock issued for royalties and license fees - 262,500 -
(Increase) decrease in:
Receivables 15,000 - 15,000
Increase (decrease) in:
Accounts payable and accrued expenses 6,229 (8,302) 6,229
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Net cash provided by (used in ) Operating Activities 723 (156,031) 723
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CASH FLOWS FROM INVESTING ACTIVITIES
- - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of convertible debentures - 150,000 -
Issuance of common stock - - -
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Net cash provided by Financing Activities - 150,000 -
NET CASH INCREASE (DECREASE) FOR PERIOD 723 (6,031) 723
CASH, BEGINNING OF PERIOD 10,034 11,779 10,034
CASH, END OF PERIOD $ 10,757 $ 5,748 $ 10,757
============ ============= =================
The accompanying notes are an integral part of these financial statements
F-3
NOVAMED, INC
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
June 30, 2002
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction with the
Company's financial statements filed on Form 10-KSB, filed with the Securities
and Exchange Commission on April 16, 2002. These statements do include all
normal recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 2002.
2. Changes in securities and stock splits
The Company effected a reverse 1 for 50 stock split on May 7, 2002. The action
was approved by holders of 61% of the shares issued and outstanding on April 26,
2002 by consent resolution in lieu of a special shareholders meeting. All
partial shares were rounded up to the nearest share. Prior to the reverse split,
there were 43,486,464 shares outstanding and after the split there were 869,858
shares outstanding. All per share amounts have been retroactively adjusted to
reflect this reverse split. For more information see the Company's Form 8-K
filed with the Commission on May 21, 2002.
3. Disposition of Assets and Debt Settlement
The Company disposed of all its fixed assets through an Assets Sale and
Assignment of Liabilities Agreement with Kingsley Corporation ("Kingsley")
through which Kingsley acquired all of the Company's manufacturing equipment and
patents in exchange for the assumuption of $75,741 of the Company's liabilities.
In conjunction with this transaction, the Company booked an extraordinary gain
on the settlement of debt and disposition of assets in the amount of $47,151.
4. Additional footnotes included by reference
Except as indicated in notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Form 10-KSB, filed with the Securities and Exchange Commission on
April 16, 2002. Therefore, those notes are included herein by reference.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statement
This quarterly report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward- looking statements involve risks and uncertainty. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this quarterly report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
General
The Company was a medical device holding company that developed, manufactured,
and marketed hydrogel and saline filled breast implant products. Due to an
inability to obtain funding or generate revenues, the Company made the decision
to abandon the breast implant business during the current quarter. The Company's
remaining assets were sold to relieve some of its outstanding liabilities and
the process of seeking out new business opportunities was undertaken.
The Company's plan of operation for the remainder of the year is to identify and
acquire a favorable business opportunity. The Company does not plan to limit its
options to any particular industry, but will evaluate each opportunity on its
merits. The Company anticipates that its owners, affiliates, and consultants
will provide it with sufficient capital to continue operations until the end of
the current fiscal year, but there can be no assurance that this expectation
will be fully realized.
The Company does not expect to generate any meaningful revenue or incur
operating expenses unless and until it acquires an interest in an operating
company.
Results of Operations
Net sales were $0 for the three and six months ended June 30, 2002, compared to
$0 for the comparable periods in 2001. The lack of sales was due to having no
significant operations.
Cost of Sales
Cost of sales were $330 for the six months ended on June 30, 2002, compared to
$28,436 for the comparable period in 2001. The decrease in cost of sales was a
result of no significant operations in the period.
4
Gains and Losses
The Company recorded a net income of $33,101 for the three months ended June 30,
2002, compared to a net loss of $70,487 for the comparable period in 2001. The
Company recorded net income of $28,925 for the six months ended June 30, 2002
compared to a net loss of $419,191 for the comparable period in 2001. The change
is due to the reduction of operations in 2002 and the sale of the Company's
operating assets in the settlement of debts.
The Company expects to continue to incur losses at least through fiscal 2002 and
there can be no assurance that the Company will achieve or maintain
profitability or that its revenue growth can be sustained in the future.
Expenses
Selling, general and administrative expenses were $24,657 for the six months
ended June 30, 2002 as compared to $390,755 for the comparable period in 2001.
The decrease in selling, general and administrative costs was the result of no
significant operations
Capital Expenditures
The Company expended no amounts on capital expenditures for the quarterly period
ending June 30, 2002, and in fact disposed of essentially all of its capital
assets during the quarter in assets sale and assignment of debt agreement. (For
more information regarding this transaction see the Company's Form 8-K filed
with the SEC on June 18, 2002).
Capital Resources and Liquidity
The Company had current and total assets of $10,757 as of the six month period
ending June 30, 2002. These assets consisted of cash on hand of $10,757.
Stockholders' deficit in the Company was $129,828 at June 30, 2002.
Cash flow provided by operating activities was $723 for the six months ending
June 30, 2002, compared to cash flow used in operating activities of $156,031
for six months ended June 30, 2001. The decrease in cash flows used in
operations for the six months ended June 30, 2002, was the result of a
significant reduction in operations, coupled with the receipt of receivables and
a lack of royalty payments.
The Company has a working capital deficit of $129,828 on June 30, 2002. The
Company's plan for liquidity resources include delaying payments on accounts
payable and debts by renegotiated terms, and obtaining equity or debt financing.
Management can provide no assurance that these efforts will be successful. The
Company believes that its owners, affiliates and consultants will provide
sufficient additional capital to continue operations through debt or equity
financing, though the Company can provide no assurance that this assumption can
be realized if necessary.
The Company has no intention of conducting any research or development until
such time as a new business opportunity is identified and acquired.
The Company currently has no employees and does not believe that employees will
be added until such time as another business opportunity is identified and
acquired.
5
The Company's auditors have expressed an opinion as to the Company's ability to
continue as a going concern on their report dated April 10, 2002, for the period
ended December 31, 2001, as a result of accumulated deficits. The Company's
ability to continue as a going concern is subject to the ability of the Company
to obtain a profit and /or obtaining the necessary funding from outside sources.
Management's plan to address the Company's ability to continue as a going
concern, includes: (1) obtaining funding from private placement sources; (2)
obtaining additional funding from the sale of the Company's securities; (3)
establishing revenues from a suitable business opportunity; (4) obtaining loans
and grants from various financial institutions where possible. Although
management believes that it will be able to obtain the necessary funding to
allow the Company to remain a going concern through the methods discussed above,
there can be no assurances that such methods will prove successful.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
Shareholders Action in Lieu of an Extraordinary Special Meeting of the
Shareholders was held on April 26, 2002 to consider a reverse split of
the Company's common shares on a one for five (1-5) basis. The proposal
was adopted by 26,725,000 pre-reverse shares or approximately a
majority of 61% of the Company's then issued and outstanding shares.
The shareholder action did not involve the election of directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 8 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. The Company filed two reports on Form 8-K during
the quarter covered by this report. They are as follows:
1.) A Form 8-K was filed with the Commission on May 21, 2002
detailing the 1 for 50 reverse stock split.
2.) A Form 8-K was filed with the Commission on June 18, 2002
reflecting the assets disposition and debt settlement
agreement with Kingsley and the Company, wherein the Company
disposed of essentially all its property and equipment in
exchange for Kingsley's assumption of $71,065 of the Company's
liabilities.
6
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized, this 14th day of August, 2002.
NOVAMED, INC.
/s/ Ruairidh Campbell
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Ruairidh Campbell August 14, 2002
President, Chief Financial Officer and Director
CERTIFICATION
In connection with the accompanying Form 10Q of NovaMed, Inc. for the quarter
ended June 30, 2002, the following sole officer of NovaMed, Inc. does hereby
certify that, to the best of their knowledge and belief:
1.
Said Form 10Q fully complies with the requirements of Section 13(a) or 15(d) of
the Exchange Act of 1934; and
2.
The information contained in said Form 10Q fairly presents, in all material
respects, the financial condition and results of NovaMed, Inc.
-/s/ Ruairidh Campbell---------------
Ruairidh Campbell
President, Chief Financial Officer and Director
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company formerly known as
Conceptual Technologies, Inc., a Nevada corporation dated
November 26, 1996.(Incorporated herein by reference to the
Company's Form 10SB/A-1 filed on November 2, 1999 as exhibit 2(i)).
3(ii) * By-laws of the Company adopted on November
12, 1996.(Incorporated herein by reference
to the Company's Form 10SB/A-1 filed on as
exhibit 2(iv)).
MATERIAL CONTRACTS
10 * Contract for the disposition of assets and settlement of $71,065
in liabilities with Kingsley (incorporated by reference to the
Company's Form 8-K as exhibit A, filed with the Commission on
June 18, 2002)
* Incorporated by reference to previously filed reports with the Commission as
individually noted.
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